HomeMy WebLinkAbout07.B- City Manager 7.B
RESOLUTION (ID # 4708) DOC ID: 4708 A
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Conveyance of Property
From: Mark Scott M/CC Meeting Date: 11/07/2016
Prepared by: Lisa Connor, (909) 663-
1044
Dept: City Manager Ward(s): 1
Subject:
Resolution of the Governing Board of the San Bernardino Joint Powers Financing
Authority Authorizing the Sale and Issuance of the San Bernardino Joint Powers
Financing Authority Lease Revenue Refunding Bonds (Rosa Parks Memorial State
Office Building) 2016 Series A; Approving the Forms and Authorizing the Execution and
Delivery of an Indenture, an Amended and Restated Lease Purchase Agreement, and
an Escrow Agreement; Approving the Forms of a Continuing Disclosure Agreement and
Notice of Sale; Approving the Form of and Authorizing the Delivery of a Preliminary
Official Statement and an Official Statement; and Approving Other Related Actions
(#4708)
Current Business Registration Certificate: Not Applicable
Financial Impact:
None
Motion: Adopt the Resolution and authorize all additional actions necessary to
accomplish the purposes of the Resolution.
Synopsis of Previous Council Action:
On December 4, 1995, the Board of the San Bernardino Joint Powers Financing
Authority (the "Authority") authorized the issuance of the San Bernardino Joint Powers
Financing Authority Lease Revenue Bonds (State of California Department of
Transportation Lease) 1995 Series A (the 1995 Bonds") to finance the acquisition of
real property and the construction of an office building and related facilities at 464 West
4th Street (the "Project") in the City of San Bernardino (the "City"). As constructed, the
project consists of a twelve story building providing approximately 336,000 gross square
feet of office and support space plus a separate parking structure for 925 automobiles.
In connection with the issuance of the 1995 Bonds, effective December 1, 1995, the
j Authority entered into a lease purchase agreement (the "Original Lease") of the above
Project and site with the Department of General Services of the State of California
("DGS"), as agent for the Department of Transportation of the State of California
("Caltrans") and Caltrans, for a term ending December 1, 2020, subject to possible
extension, but terminating no later than December 1, 2094. Caltrans has the sole
responsibility for the maintenance and repair of the property while it is in possession of
it, and is required to insure the property.
Background:
The Authority was formed in 1989 by the execution of a joint powers authority
Updated: 11/3/2016 by Jolena E. Grider A I Packet Pg. 767
7.B
4708
agreement (the "JPA Agreement") between the City and its Redevelopment Agency.
One of the purposes of the Authority is to provide funds for the financing of public
capital improvements through the issuance of bonds.
As stated, in 1995 the Authority issued the 1995 Bonds to obtain funding to acquire and
construct the Project on the property referenced above. In connection with the issuance
of the 1995 Bonds, the Authority entered into the Original Lease with DGS, as agent for
Caltrans, and Caltrans. Pursuant to the terms of the Original Lease, Caltrans has taken
the action necessary for the State to include in its annual budgets, the amounts
necessary for Caltrans to make rental payments under the Original Lease. Such rental
payments have been paid by Caltrans to the Treasurer of the State of California (the
"State Treasurer") from which debt service on the 1995 Bonds has been paid.
Current Considerations: Caltrans seeks to reduce its lease payments under the
Original Lease through the issuance of refunding bonds by the Authority (the "Refunding
Bonds") to refund the 1995 Bonds. In connection with the issuance of the Refunding
Bonds, the Authority and DGS, as agent for Caltrans, and Caltrans, will enter into an
Amended and Restated Lease Purchase Agreement (the "Amended and Restated
Lease"). Under the terms of the Amended and Restated Lease, as with the Original
Lease, Caltrans will agree pay to the State Treasurer for the account of the Authority,
rental payments due thereunder in an amount sufficient to pay debt service on the
Refunding Bonds. Caltrans will covenant in the Amended and Restated Lease to
continue to cause such rental payments to be included in the annual budgets of the
State. Neither the Authority nor the City has any obligation to appropriate any funds to
pay the rental payments or the debt service on the Refunding Bonds.
As in the Original Lease, Caltrans has the option to purchase the site on which the
Project is located after fully paying off the Refunding Bonds by paying $3,835,356 to the
Authority. If the option to purchase has not been exercised by December 1, 2094, the
Amended and Restated Lease terminates and the Authority retains the property.
The attached resolution authorizes the issuance of the Bonds and approves certain
documents in connection therewith.
It was originally contemplated that the refunding of the 1995 Bonds would occur in
conjunction with the refunding of similar bonds to be issued by the Los Angeles State
Building Authority (the "Los Angeles Authority") and the Riverside County Public
Financing Authority (the "Riverside Authority") to refinance projects previously financed
by such authorities. Subsequently, it was determined that the refunding transaction
with respect to the Riverside Authority will no longer proceed. Therefore the Preliminary
Official Statement will only provide information relating to the Authority and the Los
Angeles Authority and their respective refunding transactions.
Attachments:
1. Resolution
2. Indenture
3. Amended and Restated Lease Purchase Agreement
4. Escrow Agreement
5. Continuing Disclosure Agreement
AFN 6. Preliminary Official Statement
Updated: 11/3/2016 by Jolena E. Grider A Packet Pg. 768
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4708
7. Notice of Sale
City Attorney Review:
Supporting Documents:
Resolution - JPA Bond Issuance (DOCX)
Att 2 - Indenture (DOC)
Att 3 - Amended Lease Purchase Agreement (DOC)
Att 4 - Escrow Agreement (DOC)
Att 5 & 6 - Preliminary Official Statement v.2 (DOCX)
Att 7 - Notice of Sale v.2 (DOCX)
Updated: 11/3/2016 by Jolena E. Grider A Packet Pg. 769
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1 RESOLUTION NO.
2 RESOLUTION OF THE GOVERNING BOARD OF THE SAN BERNARDINO --
JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE SALE AND c
3 ISSUANCE OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY a
4 LEASE REVENUE REFUNDING BONDS (ROSA PARKS MEMORIAL STATE a
OFFICE BUILDING) 2016 SERIES A; APPROVING THE FORMS AND
5 AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, AN E
AMENDED AND RESTATED LEASE PURCHASE AGREEMENT, AND AN ESCROW o
6 AGREEMENT; APPROVING THE FORMS OF A CONTINUING DISCLOSURE °
AGREEMENT AND NOTICE OF SALE; APPROVING THE FORM OF AND o
7 AUTHORIZING THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT m
AND AN OFFICIAL STATEMENT; AND APPROVING OTHER RELATED ACTIONS Y
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9 WHEREAS,the San Bernardino Joint Powers Financing Authority(the "Authority"), is a
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10 a joint exercise of powers authority duly organized and operating pursuant to Chapter 5,
11 Division 7,Title 1 of the California Government Code(commencing with Section 6500) (the
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"JPA Act") and is authorized by the terms of the Joint Exercise of Powers Agreement, dated o
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August 21, 1989 (the "Agreement")by and between the City of San Bernardino(the"City") and c
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14 the Successor Agency to the Redevelopment Agency for the City of San Bernardino (as c
15 successor to the Redevelopment Agency of the City of San Bernardino),the JPA Act and the
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16 Bond Law (as defined below)to finance and refinance the acquisition, installation and u0
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17 construction of an office building and related parking facilities, equipment and improvements v
18 (together,the "Project") located in the City; and C
19 WHEREAS,the Authority has the power to issue bonds pursuant to the JPA Act, n
20 including Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the m
21 California Government Code therein(the"Bond Law") for the purpose of financing and a.
22 refinancing of the Project; and o
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WHEREAS,the Authority financed the acquisition, installation and construction of the N
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24 Project through the exercise of its powers under the JPA Act,the Bond Law and the Agreement
25 by issuing its Lease Revenue Bonds (State of California Department of Transportation Lease) E
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1995 Series A(the"1995 Bonds")pursuant to a trust agreement dated as of December 1, 1995
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I (the "Original Trust Agreement'),between the Authority and the Treasurer of the State of
2 California(the"State Treasurer") as trustee; and
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3 WHEREAS, to secure the 1995 Bonds, the Department of General Services of the State Q
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4 of California(the "Department'), as agent for the Department of Transportation of the State of a
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5 California("Caltrans"), Caltrans, and the Authority entered into a Lease Purchase Agreement,
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6 dated as of December 1, 1995 (the"1995 Lease Purchase Agreement') and pursuant to the
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7 Original Trust Agreement,the rights and interests under the 1995 Lease Purchase Agreement, 0 m
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8 including the obligation of Caltrans to pay lease payments thereunder,have been assigned by the o
9 Authority to the State Treasurer, as trustee; and Q
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10 WHEREAS,the Authority desires to refund the outstanding 1995 Bonds through the
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11 exercise of its powers under the JPA Act, the Bond Law, and the Agreement by issuing its Lease C
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12 Revenue Refunding Bonds (Rosa Parks Memorial State Office Building) 2016 Series A(the 3
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13 "Refunding Bonds")pursuant to an indenture (the "Indenture"),the form of which has been a
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14 presented to this meeting,prescribing the terms, conditions and form of the Refunding Bonds,to n
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15 be executed by the Authority and the State Treasurer, as trustee, all as hereinafter provided; and m
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16 WHEREAS,the Authority has all requisite authority under the JPA Act,the Bond Law in
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17 and the Agreement to authorize the issuance and sale of the Refunding Bonds to provide funds, 2
18 together with certain other funds of the Authority,to (i) refund and defease all of the outstanding W
19 1995 Bonds, (ii)pay certain related costs of issuing the Refunding Bonds, and(iii) fund a reserve
20 account relating to the Refunding Bonds; and o
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21 WHEREAS,the Authority and the Department, as agent for Caltrans, and Caltrans now a
22 desire to amend and restate the Lease Purchase Agreement by executing an Amended and =
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23 Restated Lease Purchase Agreement,to be dated as of November 15, 2016 (the"Amended and
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24 Restated Lease Purchase Agreement'),to facilitate the refunding of the 1995 Bonds through the
25 issuance of the Refunding Bonds and to provide for lease payments thereunder to secure the
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26 payment of the Refunding Bonds; and
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1 WHEREAS,pursuant to Section 1.24 of the 1995 Lease Purchase Agreement, the
2 Department, Caltrans and the Authority must determine that the Amended and Restated Lease --
3 Purchase Agreement will not adversely affect the interests of the owners of the 1995 Bonds and Q
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the Governing Board of the Authority makes such determination in Section 2 below; and
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5 WHEREAS, the 1995 Bonds shall be defeased in accordance with the provisions of an
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6 Escrow Agreement, to be dated as of November 15, 2016 (the "Escrow Agreement"), by and
between the Authority and the State Treasurer, as escrow agent; and m°
WHEREAS, it is necessary and desirable that the Authority direct that the Refunding o
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Bonds be offered for public sale at such time as the State Treasurer shall determine, substantially B
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in accordance with the form of the Notice of Sale presented to this meeting (the "Notice of
10 Sale") and the requirements of Section 4 hereof; and
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WHEREAS, to facilitate the marketing of the Refunding Bonds, it is necessary and
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desirable that the Authority approve the delivery of a Preliminary Official Statement and Official
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13 Statement along with a Continuing Disclosure Agreement to be dated the date of issuance of the
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14 Refunding Bonds (the"Continuing Disclosure Agreement") between Caltrans and the State m
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15 Treasurer, as dissemination agent. rn
16 NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOARD OF
17 THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AS FOLLOWS:
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19 SECTION 1. All of the recitals contained hereinbefore are true and correct.
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21 SECTION 2. The proposed forms of the Indenture, the Amended and Restated Lease =
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22 Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Agreement as o
presented to this meeting are hereby approved. Each of the Chairperson, the Vice Chairperson, ix
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24 the Controller or the Treasurer of the Authority, acting alone, is hereby authorized and directed,
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25 for and in the name and on behalf of the Authority, to execute and deliver, and the Secretary of
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I the Authority is hereby authorized to countersign the Indenture, the Amended and Restated
2 Lease Purchase Agreement and the Escrow Agreement in substantially the respective forms
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3 presented at this meeting,with such insertions, deletions or changes therein as the Chairperson, a
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4 the Vice Chairperson,the Controller or the Treasurer of the Authority,with the approval of the
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5 Authority General Counsel,may require or approve, such approval to be conclusively evidenced
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6 by the execution and delivery thereof The Authority hereby determines that the execution and =
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7 delivery of the Amended and Restated Lease Agreement will not adversely affect the interests of m
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8 the owners of the 1995 Bonds.°,
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SECTION 3. The proposed form of preliminary official statement relating to the
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'a 11 Refunding Bonds (the "Preliminary Official Statement"), as presented at this meeting, is hereby ii
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12 approved together with such insertions, deletions or changes therein as the Chairperson, the Vice o
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13 Chairperson,.the Controller or the Treasurer of the Authority, with the approval of the Authority c
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14 General Counsel,may require or approve. Each of the Chairperson,the Vice Chairperson, the 0
15 Controller or the Treasurer of the Authority, acting alone, is hereby authorized to deem the m
16 preliminary official statement final as of its date within the meaning of Rule 15c2-12, o
promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") (except for the
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18 omission of certain final pricing,rating and related information as permitted by Rule 15c2-12),
and then to approve the release of the Preliminary Official Statement to prospective purchasers
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of the Refunding Bonds. Each of the Chairperson,the Vice Chairperson,the Controller or the 00
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21 Treasurer of the Authority, acting alone, is hereby authorized and directed, for and in the name
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22 and on behalf of the Authority,to deliver the final official statement(the "Official Statement"), o_
together with such insertions, deletions or changes therein as the Chairperson,the Vice
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24 Chairperson,the Controller or the Treasurer of the Authority,with the approval of the Authority
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25 General Counsel,may require or approve, such approval to be conclusively evidenced by the a
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I delivery thereof to the purchasers of the Refunding Bonds in the manner set forth in the Notice
2 of Sale. The State Treasurer is hereby authorized to distribute such other offering materials as
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3 the State Treasurer may direct to persons who may be interested in the purchase of the Refunding a
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4 Bonds. _
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6 SECTION 4. The proposed form of the Notice of Sale as presented at this meeting is 0
7 hereby approved,with such insertions, deletions and changes therein as the Chairperson,the °m
8 Vice Chairperson,the Controller or the Treasurer, with the advice of Authority General Counsel, o
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9 may require or approve. The State Treasurer is hereby authorized to sell the Refunding Bonds at a
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10 par or less than par or more than par,provided,that the State Treasurer shall sell the Refunding U
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11 Bonds with such date,maturity dates, interest rates,redemption provisions,book-entry only U_
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registration provisions, and in such principal amounts as the State Treasurer shall in his o
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discretion determine to be in the best interests of the Authority and the State; and provided c
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further,that the Refunding Bonds shall be sold only if the net present value debt service savings 0
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to the Authority, as calculated by the State Treasurer,is not less than three percent(3%) of the
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principal amount of the 1995 Bonds being refunded. The State Treasurer further is authorized to 00
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exercise his discretion to award the sale of the Refunding Bonds in accordance with the Notice of
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Sale either to the bidder whose bid results in the lowest true interest cost("TIC") for the o
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20 Refunding Bonds, the Riverside County Public Financing Authority Lease Revenue Refunding
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21 Bonds (State of California Court of Appeal Fourth Appellate District, Division Two Project) 0°
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22 2016 Series A and the Los Angeles State Building Authority Lease Revenue Refunding Bonds
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23 (Junipero Serra State Office Building) 2016 Series A taken as a whole, or to the bidder with the 0
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24 lowest TIC for the Refunding Bonds calculated separately. The Authority does hereby find and
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25 determine based upon the documents herein approved,the JPA Act, the Bond Law, and the d
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j 26 Agreement and the past resolutions and actions of the Authority related to the Project, that the a
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I Refunding Bonds herein authorized are in all respects fully authorized under the JPA Act, the
2 Bond Law and the Indenture.
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3 SECTION 5. Pursuant to, and in the manner specified in the Indenture, each of the a
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4 Chairperson,the Vice Chairperson, the Controller or the Treasurer, acting alone,is hereby
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5 authorized and directed to execute, and the Secretary of the Authority is hereby authorized and o
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6 directed to countersign, in each case by manual or facsimile signature,the Refunding Bonds and
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7 the Secretary may impress or print a seal of the Authority upon the Refunding Bonds.
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9 SECTION 6. The Refunding Bonds,when so executed, shall be delivered to the State
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10 Treasurer for authentication by the State Treasurer or any deputy of the State Treasurer, as
11 trustee. The State Treasurer is hereby authorized and requested to authenticate the Refunding L
12 Bonds by executing the certificate of authentication appearing thereon, and,when duly executed 0
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13 and authenticated,to deliver the Refunding Bonds to the purchaser of the Refunding Bonds, o
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14 upon payment of the purchase price therefor, and satisfaction of the conditions set forth in the
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15 Indenture.
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SECTION 7. The Chairperson, the Vice Chairperson,the Secretary, the Controller and
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the Treasurer of the Authority and the Authority General Counsel are each hereby authorized and
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directed to take any and all actions and to execute and deliver any and all certificates, agreements
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jor other documents (including,without limitation,the following: (i) a tax certificate, m°
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(ii) documents and agreements relating to bond insurance, if any, or reserve fund surety bonds, if
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any, with respect to the Refunding Bonds, and(iii) any documents necessary to terminate or
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subordinate any prior encumbrances on the site on which the Project is located to the terms of the
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Amended and Restated Lease Purchase Agreement),which they may deem necessary or
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I advisable in order to consummate the issuance and delivery of the Refunding Bonds and
2 otherwise to effectuate the purposes of this resolution.
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4 SECTION 8. This resolution shall take effect immediately upon its adoption and to the Q
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5 extent this Resolution conflicts with the provisions of any prior Authority action,the provisions E
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6 of this Resolution shall govern. o
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j I RESOLUTION OF THE GOVERNING BOARD OF THE SAN BERNARDINO JOIN
POWERS FINANCING AUTHORITY AUTHORIZING THE SALE AND ISSUANCE O
2 THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY LEAS
REVENUE REFUNDING BONDS (ROSA PARKS MEMORIAL STATE OFFICEo
3 BUILDING) 2016 SERIES A; APPROVING THE FORMS AND AUTHORIZING THE °-
EXECUTION AND DELIVERY OF AN INDENTURE, AN AMENDED AN a
4 RESTATED LEASE PURCHASE AGREEMENT, AND AN ESCROW AGREEMENT;
5 APPROVING THE FORMS OF A CONTINUING DISCLOSURE AGREEMENT AND
NOTICE OF SALE; APPROVING THE FORM OF AND AUTHORIZING THE o
6 DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIA
STATEMENT; AND APPROVING OTHER RELATED ACTIONS m°
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8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Governing
meeting thereof,held '
Board of the San Bernardino Joint Powers Financing Authority at a regular g d
9 on the 7th day of November, 2016,by the following vote,to wit: _
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Council Members Ayes Nays Abstain Absent U.
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MARQUEZ o
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BARRIOS
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14 VALDIVIA
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15 SHORETT
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16 NICKEL 00
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17 RICHARD v
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18 MULVIHILL N
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20 Georgeann Hanna, City Clerk a
21 The foregoing Resolution is hereby approved this 7th day of November 2016. o
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23 R. Carey Davis,Mayor
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24 Approved as to Form: 0
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25 Gary D. Saenz,City Attorney .2
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By:
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Stradling Yocca Carlson&Rauth
Draft dated 10124116
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INDENTURE
between the m
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY o
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and the a
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TREASURER OF THE STATE OF CALIFORNIA,
as Trustee =
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Dated as of November 15,2016 CD
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prescribing the terms, conditions and form of _0
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SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS co
(ROSA PARKS MEMORIAL STATE OFFICE BUILDING)
2016 SERIES A
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Table of Contents
Page
ARTICLE I
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DEFINITIONS; EQUAL SECURITY °
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Section1.01. Definitions.....................................................................................................................2 a
Section1.02. Equal Security.............................................................................................................10
Ti ARTICLE II o
ISSUANCE OF BONDS o
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Section 2.01. Authorization and Purpose of Bonds..........................................................................10 r
Section 2.02. Terms of the 2016A Bonds.........................................................................................10 0
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Section 2.03. Redemption of 2016A Bonds......................................................................................11
Section 2.04. Form of Bonds ...................13 a
Section 2.05. Execution of Bonds.....................................................................................................13 =
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Section 2.06. Transfer and Payment of Bonds..................................................................................13
Section 2.07. Exchange of Bonds .......................................................................................14 =
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Section 2.08. Bond Registration Books L
Section 2.09. Mutilated,Destroyed, Stolen or Lost Bonds...............................................................14 3
Section2.10. Temporary Bonds........................................................................................................15 a°
Section 2.11. Establishment of Construction Fund...........................................................................15 S
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Section2.12. Validity of Bonds........................................................................................................15 0
`a Section 2.13. Special Covenants as in Book-Entry Only System.....................................................16 °c
', Section 2.14. Procedure for the Issuance of 2016A Bonds............................................................... 17 m
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ARTICLE III cn
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ISSUANCE OF ADDITIONAL BONDS °
Section 3.01. Conditions for the Issuance of Additional Bonds.......................................................18 W
Section 3.02. Procedure for the Issuance of Additional Bonds ........................................................19
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ARTICLE IV _
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REVENUES Q
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Section 4.01. Pledge of Revenues and Reserve Account.................. _
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Section 4.02. Receipt and Deposit of Revenues in the Revenue Fund.............................................20
�I Section 4.03. Establishment and Maintenance of Accounts for Use of Money in the w
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Revenue Fund.....................................................................................:.......................21 Q
Section 4.04. Deposit and Investment of Money in Accounts and Funds........................................24
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Table of Contents
(continued)
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ARTICLE V
COVENANTS OF THE AUTHORITY >
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Section 5.01. Punctual Payment and Performance
Section 5.02. Against Encumbrances................................................................................................25 Q
Section 5.03. Against Sale or Other Disposition of the Facility.......................................................25
Section 5.04. Tax Covenants; Rebate Fund
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Section 5.05. Maintenance and Operation of the Facility.................................................................26 0
Section5.06. Payment of Claims......................................................................................................26
Section 5.07. Payment of Taxes and Compliance with Governmental Regulations.........................26 m
Section5.08. Insurance.....................................................................................................................26
Section 5.09. Accounting Records and Reports................................................................................28 L
Section5.10. Caltrans Budget...........................................................................................................28 °
Section 5.11. Lease Purchase Agreement and Other Documents.....................................................28
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Section5.12. Other Liens..................................................................................................................29 a�
Section 5.13. Prosecution and Defense of Suits
` Section 5.14. Eminent Domain
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Section 5.15. Further Assurances......................................................................................................30
Section 5.16. Continuing Disclosure
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ARTICLE VI � °a
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THE TRUSTEE
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Section 6.01. The State Treasurer,as Trustee...................................................................................31
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Section 6.02. Liability of State Treasurer, as Trustee.......................................................................32
ARTICLE VII 00
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AMENDMENT OF THE INDENTURE
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Section 7.01. Amendment of the Indenture c
Section7.02. Disqualified Bonds......................................................................................................34
Section 7.03. Endorsement or Replacement of Bonds After Amendment........................................34
Section 7.04. Amendment by Mutual Consent ..................................34
Section 7.05. Copies to Rating Agencies..........................................................................................34 Q
ARTICLE VIII E
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EVENTS OF DEFAULT AND REMEDIES OF HOLDERS AND STATE TREASURER
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Section8.01. Events of Default........................................................................................................34
Section 8.02. Acceleration of Maturities..........................................................................................35
Section 8.03. Application of Funds Upon Acceleration...................................................................35
y Section 8.04. Other Remedies of Holders.........................................................................................36
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Table of Contents
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Section8.05. Non-Waiver.................................................................................................................36
Section 8.06. Actions by State Treasurer, as Attorney-in-Fact.........................................................36
Section 8.07. Remedies Not Exclusive
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ARTICLE IX Q
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DEFEASANCE
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Section 9.01. Discharge of Indenture................................................................................................37 0
Section9.02. Unclaimed Money.......................................................................................................38 -a
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ARTICLE X 0°
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MISCELLANEOUS 0
Section 10.01. Liability of Authority Limited to Revenues................................................................38 Q
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Section 10.02. Benefits of the Indenture Limited to Parties =
Section 10.03. Successor is Deemed Included in All References to Predecessor...............................39 C
Section 10.04. Execution of Documents by Holders ................39
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Section 10.05. Waiver of Personal Liability.......................................................................................39 L
Section 10.06. Acquisition of Bonds by Authority3
Section 10.07. Destruction of Cancelled Bonds.................................................................................40 0
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Section 10.08. Content of Certificates................................................................................................40
Section 10.09. Publication for Successive Weeks ..............................................................................40 0
Section 10.10. Payments on Business Days Only...............................................................................40 0
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Section 10.11. Accounts and Funds; Final Disbursement..................................................................40 m
Section 10.12. Article and Section Headings and References............................................................41 0
Section 10.13. Partial Invalidi ..........41 t°
Section 10.14. Execution in Several Counterparts..............................................................................41
Section 10.15. Governing Law;Venue..............................
Signatures.................. ................................... S-1
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EXHIBIT A FORM OF 2016A BOND.........................................................................................A-1 =
EXHIBIT B DESCRIPTION OF PROJECT.................................................................................B-1
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DOC SOC/1777114v7/024665-0025
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THIS INDENTURE, dated as of November 15, 2016, by and between the SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY, (the "Authority"), and the
TREASURER OF THE STATE OF CALIFORNIA, as trustee, being qualified to accept and
administer the trusts hereby created(the"State Treasurer');
WITNESSETH:
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WHEREAS, the Authority is a joint exercise of powers authority duly organized and Q
operating pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of
the California Government Code (the"Act") and is authorized to incur indebtedness, including Lease E
Revenue Refunding Bonds, to finance and refinance the construction, furnishing, equipping and o
design of various facilities under the Act; o
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WHEREAS, the Authority has financed the acquisition, installation and construction of the m°
Project (as defined herein) situated in the City of San Bernardino (the "City"), and certain related
costs, by issuing its San Bernardino Joint Powers Financing Authority Lease Revenue Bonds (State o
of California Department of Transportation Lease) 1995 Series A(the"1995 Bonds");
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WHEREAS, the Authority has authorized the issuance of its Lease Revenue Refunding
Bonds (Rosa Parks Memorial State Office Building) 2016 Series A (the "2016A Bonds") in an
aggregate principal amount of Dollars ($ ) to
refinance the acquisition, installation and construction of all or a portion of the Project (as defined 'w-
herein), fund a reserve account and pay for the costs of issuance of the 2016A Bonds;
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WHEREAS, in order to provide for the authentication and delivery of the Bonds (as defined a..
herein), to establish and declare the terms and conditions upon which the Bonds are to be issued and =
secured and to secure the payment of the principal thereof and interest thereon, the Authority has
authorized the execution and delivery of this Indenture; and °c
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WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when
executed by the Authority, authenticated and delivered by the State Treasurer and duly issued, the N
valid, binding and legal limited obligations of the Authority, and to constitute this Indenture a valid c
F and binding agreement for the uses and purposes herein set forth in accordance with its terms, have
been done and taken, and the execution and delivery of this Indenture have been in all respects duly
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authorized;
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NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the =
payment of the principal of and the interest and redemption premium, if any, on all Bonds at any time
issued and outstanding under this 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 Q
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 Holders (as defined below) thereof, and for other valuable
considerations,the receipt of which is hereby acknowledged, the Authority does hereby covenant and
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agree with the State Treasurer, for the benefit of the respective Holders, as follows:
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ARTICLE I
DEFINITIONS;EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this
section shall for all purposes hereof and of any Supplemental Indenture and of any certificate,
opinion, request or other document herein or therein mentioned have the meanings herein specified, 'o
to be equally applicable to both the singular and plural forms of any of the terms defined herein. In a
addition,words of any gender shall be deemed and construed to include all genders. Q
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Act E
The term "Act" means Chapter 5, Division 7, Title 1 of the California Government Code o
(commencing with Section 6500), and all laws amendatory thereof or supplemental thereto.
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Additional Bonds >,
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The term"Additional Bonds"means all Lease Revenue Bonds of the Authority authorized by e°,
and at any time Outstanding pursuant hereto and executed, issued and delivered in accordance with a
Article 3 of this Indenture.
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Annual Debt Service
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The term "Annual Debt Service" means, for any Fiscal Year, the sum of (1)the interest L
(including any compound interest) payable on all Outstanding Bonds in such Fiscal Year, assuming c
that all Outstanding Serial Bonds are retired as scheduled and that all Outstanding Term Bonds are a
redeemed or paid from sinking account payments as scheduled(except to the extent that such interest c
is to be paid from the proceeds of sale of any Bonds), (2) the principal amount of all Outstanding
Serial Bonds maturing by their terms in such Fiscal Year, and (3) the principal amount of all
Outstanding Term Bonds required to be redeemed or paid in such Fiscal Year (together with the m
redemption premium, if any,thereon). c
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Authorized Denominations c
The term "Authorized Denominations" means $5,000 and any integral multiple thereof, or
any other amount specified in a Supplemental Indenture for any Additional Bonds.
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Base Rental
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The term "Base Rental" means all amounts received by the Authority from Caltrans as base N
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rental payments pursuant to the Lease Purchase Agreement to be used to pay the interest on and
principal of the Bonds.
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Bond Year
The term "Bond Year" means, with respect to each Series of Bonds, that 12-month period Q
commencing on each principal payment date, or the anniversary of such date, for such Series of
Bonds;provided,the first Bond Year for any Series of Bonds shall commence on the date of issuance
of such Series and end on the day before the next principal payment date, or anniversary thereof.
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;, Bonds 2016A Bonds, Serial Bonds,Term Bonds
The term "Bonds" means the 2016A Bonds and all Additional Bonds authorized by and at
any time Outstanding pursuant to this Indenture.
The term"2016A Bonds"is defined in the third"Whereas"clause above.
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The term"Serial Bonds"means Bonds for which no sinking account payments are provided.
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The term "Term Bonds" means Bonds which are payable on or before their specified =
maturity dates from sinking account payments established for that purpose and calculated to retire E
such Bonds on or before their specified maturity dates. c
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Lease Purchase Agreement
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The term "Lease Purchase Agreement" means the lease of the Facility pursuant to the Lease m
Purchase Agreement, dated as of December 1, 1995, as amended and restated by the Amended and L
Restated Lease Purchase Agreement dated as of November 15, 2016, each between the Department 0
of General Services of the State of California, as agent for Caltrans, as lessees, and as it may from a
time to time be amended or supplemented pursuant to the provisions hereof and thereof. _
Business Day 0
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The term "Business Day" means a day of the year other than a Saturday or Sunday or a day L
on which State of California offices or banking institutions located in the State are required or 3
authorized to remain closed. a
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Caltrans 0
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The term "Caltrans" means the Department of Transportation of the State of California, an m
entity of state government duly organized and validly existing under and by virtue of the laws of the 0
State, and any successor entity thereto. in
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Certificate of the Authority
The term "Certificate of the Authority" means an instrument in writing signed by the 3
Chairperson, Vice Chairperson, Controller or Treasurer of the Authority, or by any other officer of
the Authority duly authorized by the Authority for that purpose.
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Construction Fund N
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The term "Construction Fund" means the fund by that name established pursuant to
Section 2.11.
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Continuing Disclosure Agreement
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The term "Continuing Disclosure Agreement" means that certain Continuing Disclosure
Agreement between Caltrans and the State Treasurer dated the date of issuance and delivery of the
2016A Bonds.
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"Escrow Agreement"
The term "Escrow Agreement" means that certain Escrow Agreement, dated as of
November 15, 2016, between the Authority and the Treasurer of the State of California as Escrow
Agent,relating to the 1995 Bonds.
Facili o
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The term "Facility" means the Project and the Site. The Facility is located at the address set
forth in Exhibit B hereto.
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Financial Newspaper o
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The term "Financial Newspaper" means The Wall Street Journal or The Bond Buffer or any
other newspaper or journal printed in the English language publishing financial news and selected by o
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the State Treasurer,whose decision shall be final and conclusive.
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Fiscal Year
The term "Fiscal Year"means the twelve-month period terminating on June 30 of each year,
or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal E
Year in accordance with applicable law.
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Holder,Bondholder L
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The term "Holder" or "Bondholder" means any person who shall be the registered owner of a
any Outstanding Bond. c
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Indenture C
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The term "Indenture" means this Indenture, dated as of November 15, 2016, between the m
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Authority and the State Treasurer, as originally executed and as it may from time to time be amended N
or supplemented by all Supplemental Indentures executed pursuant to the provisions hereof.
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Independent Certified Public Accountant
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The term"Independent Certified Public Accountant"means the Bureau of State Audits, or its
successor, or 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, appointed and paid by the Authority and
satisfactory to and approved by the State Treasurer(who shall be under no liability by reason of such
approval), and who, or each of whom-- Q
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(1) is in fact independent and not under the domination of the Authority;
(2) does not have a substantial financial interest, direct or indirect, in the operations of y
the Authority; and . 1
(3) is not connected with the Authority as a member, officer or employee of the
Authority, but who may be regularly retained to audit the accounting records of and make reports
thereon to the Authority.
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Interest Account
The term "Interest Account" means the account by that name established pursuant to
Section 4.03.
Interest Payment Date
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The term "Interest Payment Date"means, as long as any of the Bonds are Outstanding, April Q,
1, 2017 and each October 1 and April 1 thereafter.
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Maintenance and Operation Account
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The term"Maintenance and Operation Account"means any account by that name established o
pursuant to Section 4.03.
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Opinion of Counsel
The term "Opinion of Counsel" means a written opinion of counsel of recognized national s
standing in the field of law relating to municipal bonds, appointed and paid by the Authority and
satisfactory to and approved by the State Treasurer(who shall be under no liability by reason of such =
approval).
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Outstanding LL
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The term "Outstanding,"when used as of any particular time with reference to Bonds, means 3
(subject to the provisions of Section 7.02)all Bonds except-- a
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(1) Bonds theretofore cancelled by the State Treasurer or surrendered to the State
Treasurer for cancellation; a
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(2) Bonds paid or deemed to have been paid within the meaning of Section 9.01 or m
Section 2.03; and in
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(3) Bonds in lieu of or in substitution for which other Bonds shall have been executed,
issued and delivered by the Authority pursuant hereto.
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Permitted Investments 3
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The term "Permitted Investments" means any of the following which at the time are legal =
investments under the laws of the State for moneys held hereunder and then proposed to be invested C•
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therein: Q
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(i) bonds or interest-bearing notes or obligations of the United States, or those for which
the faith and credit of the United States are pledged for the payment of principal and interest; _
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(ii) bonds or interest-bearing notes or obligations that are guaranteed as to principal and Q
interest by a federal agency of the United States;
(iii) bonds of the State or bonds for which the faith and credit of the State are pledged for
® the payment of principal and interest;
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7.B.b
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(iv) bonds or warrants, including but not limited to revenue warrants, of any county, city,
metropolitan water district, California water district, California water storage district, irrigation
district in the State,municipal utility district or school district of the State;
(v) bonds, consolidated bonds, collateral trust debentures, consolidated debentures or
other obligations issued by general land banks or federal intermediate credit banks established under
the Federal Farm Loan Act, as amended, debentures and consolidated debentures issued by the 'o
Central Bank for Cooperatives and banks for cooperatives established under the Farm Credit Act of Q
1933, as amended, bonds or debentures of the Federal Home Loan Bank Board established under the Q
Federal Home Loan Bank Act, stocks, bonds, debentures and other obligations of the Federal
National Mortgage Association established under the National Housing Act, as amended, and the E
bonds of any federal home loan bank established under said act, obligations of the Federal Home o
Loan Mortgage Corporation, and bonds, notes and other obligations issued by the Tennessee Valley a
Authority under the Tennessee Valley Authority Act, as amended; o
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(vi) commercial paper rated within the top rating designation by a nationally recognized
rating service and issued by corporations (1) organized and operating within the United States, o
(2)having total assets in excess of$500,000,000 and (3) approved by the Pooled Money Investment
Board, provided, however that eligible commercial paper may not exceed 180 days' maturity, B
represent more than 10 percent of the outstanding paper of an issuing corporation nor exceed c'
30 percent of the resources of an investment program, and that at the request of the Pooled Money =
Investment Board, such investment shall be secured by the issuer by depositing with the State c
Treasurer securities authorized by Section 53651 of the California Government Code of a market _
value of at least 10 percent in excess of the amount of the State's investment; 3
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(vii) bills of exchange or time drafts drawn on and accepted by a commercial bank the
general obligations of which are rated within the top two rating categories by a nationally recognized c
rating service, otherwise known as banker's acceptances, which are eligible for purchase by the a
Federal Reserve System;
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(viii) negotiable certificates of deposit issued by a nationally or state-chartered bank or
savings and loan association or by a state-licensed branch of a foreign bank which, to the extent they
are not insured by federal deposit insurance, are issued by an institution the general obligations of CO
which are rated in one of the top two rating categories by a nationally recognized rating service; �r
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(ix) bonds, debentures and notes issued by corporations organized and operating within
the United States which securities are rated in one of the top two rating categories by a nationally
recognized rating service; 5
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(x) interest-bearing accounts in state or national banks or in state or federal savings and
loan associations having principal offices in the State, the deposits of which shall be secured at all Q
times and in the same manner as state moneys are by law required to be secured;
(xi) deposits in the Surplus Money Investment Fund referred to in Section 15847 of the
California Government Code; Q
(xii) repurchase agreements or reverse repurchase agreements, as such terms are defined in
and pursuant to the terms of Section 16480.4 of the California Government Code;
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(xiii) collateralized or uncollateralized investment agreements or other contractual
arrangements with corporations, financial institutions or national associations within the United
States, provided that the senior long-term debt of such corporations, institutions or associations is
rated within the top two rating categories by a Rating Agency;
(xiv) money market funds that invest solely in obligations described in clause (i) of this
definition; or
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(xv) such other investments as may be authorized by a Supplemental Indenture, provided Q
each Rating Agency has confirmed that the use of such additional investments will not result in the C
reduction or withdrawal of any rating on any Outstanding Bonds. E
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Prior Trust Agreement o
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The term"Prior Trust Agreement"means that certain Trust Agreement dated as of December m°
1, 1995,by and between the Authority and the State Treasurer, as trustee,pursuant to which the 1995
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Bonds were issued.
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Principal Account a
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The term "Principal Account" means any account by that name established pursuant to
Section 4.03.
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Project L
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The term "Project" means the buildings, structures, works and related improvements a
constructed on the Site, and all additions, betterments, extensions and improvements thereto, as
described in Exhibit B attached hereto. °
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Rating Agency m
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The term "Rating Agency"means each nationally recognized bond rating agency which is at in
any time providing a rating on any Series of Bonds. co
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Rebate Fund
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The term "Rebate Fund"means the fund by that name established pursuant to Section 5.04.
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Repository
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The term"Repository"means the Electronic Municipal Market Access system (referred to as Q
"EMMA"), a service of the Municipal Securities Rulemaking Board, currently located at
www.emma.msrb.org, or any other entity designated or authorized by the Securities Exchange
Commission or any successor agency thereto to receive reports and notices pursuant to Securities
Exchange Commission Rule 15c2-12, as supplemented and amended from time to time. w
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Representation Letter
The term "Representation Letter" means any letter of representations relating to a particular
Series of Bonds, by and between the Authority and The Depository Trust Company or any other
Securities Depository used by the Authority for a Series of Bonds.
Reserve Account
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The term "Reserve Account" means the fund by that name established pursuant to Q
Section 4.03.
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Reserve Account Credit Facility U
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The term "Reserve Account Credit Facility" means (1) a letter of credit, surety or other =
financial undertaking issued by a financial institution if the unsecured obligations of such financial m°
institution have the same or higher rating than the Bonds as rated by each Rating Agency, or (2) a a
policy of insurance or surety bond issued by a municipal bond insurance company or similar entity, if L
the obligations insured by such insurance company or entity have the same or higher rating than theme°,
Bonds as rated by each Rating Agency, and, in either case, which has been delivered to the State Q
Treasurer in accordance with Section 4.03(c) to satisfy all or a portion of the obligation to maintain =
the balance on deposit in the Reserve Account in an amount equal to the Reserve Account
Requirement and is available to make payments with respect to all Outstanding Bonds in accordance
with its terms and the terms hereof. i+-
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Reserve Account Requirement o
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The term"Reserve Account Requirement''means an amount equal to $ c
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Revenue Fund °
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The term"Revenue Fund"means any fund by that name established pursuant to Section 4.02. m
Revenues 00
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The term "Revenues" means with respect to each Series of Bonds (1)any proceeds of the
Bonds of such Series deposited in the Interest Account, (2) all Base Rental payments received by the
Authority pursuant to the Lease Purchase Agreement and all other benefits, charges, income,
proceeds, profits, receipts, rents, proceeds of insurance and revenues derived by the Authority from
the ownership, operation eration or use o f th e Facility, including interest est or profits from the investme n t of —,
money in any account or fund (other than the Rebate Fund) pursuant to Section 4.05 and (3)any N
interest rate swap payments or other payments specified in the Supplemental Indenture for such
Series of Bonds. c
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Securities Depository
The term "Securities Depository" means: The Depository Trust Company, 711 Stewart Q
Avenue, Garden City, New York 11530, Fax (516)227-4039 or 4190, and such other securities
depository as the Authority may designate from time to time.
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7.B.b
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I Series
The term "Series," whenever used herein in the context of a "Series of Bonds," means all of
the 2016A Bonds or the Additional Bonds issued and designated under a Supplemental Indenture as
being of the same series, authenticated and delivered in a simultaneous transaction, regardless of
variations in maturity, interest rate, redemption and other provisions, and any bonds thereafter
authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for(but not to 0
refund) such bonds as herein provided. a
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Site =
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The term "Site" means that certain land as more particularly described in Exhibit A to the c
Lease Purchase Agreement. o
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State °
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The term"State"means the State of California. o
State Treasurer
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The term "State Treasurer" means the Treasurer of the State of California at his office in °
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Sacramento, California, appointed by the Authority in Section 6.01 and acting as independent trustee
and fiscal agent for the Bonds with the rights and obligations provided herein, and his successors and
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assigns, or any other association or corporation which may at any time be substituted in his place as L
provided in Section 6.01. c
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Supplemental Indenture
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The term "Supplemental Indenture" means any indenture then in full force and effect which °c
has been duly executed and delivered by the Authority and the State Treasurer amendatory hereof or CO
supplemental hereto; but only if and to the extent that such Supplemental Indenture is specifically
authorized hereunder.
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Surplus Account
The term "Surplus Account" means the account by that name established pursuant to 3
Section 4.03. c
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Tax Certificate
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The term"Tax Certificate"means the tax certificate delivered by the Authority at the time of a
the issuance and delivery of a Series of Bonds, as the same may be amended or supplemented in
accordance with its terms. E
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Term Bonds r
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The term "Term Bonds" means Bonds which are payable on or before their specified
maturity dates from sinking account payments established for that purpose and calculated to retire
such Bonds on or before their specified maturity dates.
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Written Request of the Authori ty
The term "Written Request of the Authority" means an instrument in writing signed by the
Chairperson, Vice Chairperson, Controller or the Treasurer of the Authority, or by any other officer
of the Authority duly authorized by the Authority for that purpose.
Section 1.02. Equal Security. In consideration of the acceptance of the Bonds by the o
Holders thereof, the Indenture shall be deemed to be and shall constitute a contract between the a
Authority and the Holders from time to time of all Bonds authorized, executed, issued and delivered a
hereunder and then Outstanding to secure the full and final payment of the principal of, redemption
premium, if any, and interest on all Bonds which may from time to time be authorized, executed, E
issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions o
contained herein; and all agreements and covenants set forth herein to be performed by or on behalf o
of the Authority shall be for the equal and proportionate benefit, protection and security of all
Holders of the Bonds without distinction, preference or priority as to security or otherwise of any m
Bonds over any other Bonds by reason of the number or date thereof or the time of authorization,
sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly a
provided herein or therein.
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ARTICLE I1 =
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ISSUANCE OF BONDS c
Section 2.01. Authorization and Purpose of Bonds.
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(a) The Authority has reviewed all proceedings taken relative to the authorization a
of the 2016A Bonds and has found, as a result of such review, that all acts, conditions and things =
required by law to exist, to have happened and to have been performed precedent to and in the n
issuance of the 2016A Bonds do exist, have happened and have been performed in due time, form
and manner as required by law, and that the Authority is then duly authorized, pursuant to each and m
every requirement of the Act, to issue the 2016A Bonds in the form and manner provided herein for
the purpose of providing funds to refinance all or a portion of the costs of the acquisition, installation N
and construction of the Project, funding the Reserve Account, and paying the costs of issuance of the c
2016A Bonds, and that the 2016A Bonds shall be entitled to the benefit, protection and security of
the provisions hereof.
3 (b) Additional Bonds. The authorization and purpose of each Series of
Additional Bonds shall be specified pursuant to the Supplemental Indenture for each Series of c
Additional Bonds as provided in Section 3.01. N
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Section 2.02. Terms of the 2016A Bonds. The 2016A Bonds shall be designated "San a
Bernardino Joint Powers Financing Authority Lease Revenue Refunding Bonds (Rosa Parks
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Memorial State Office Building) 2016 Series A" and shall be in the aggregate principal amount of s
Dollars($
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7.B.b
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The 2016A Bonds shall be dated as of their date of delivery, mature on the dates and in the
principal amounts and bear interest at the respective rates of interest per annum as set forth in the
following schedule:
Maturity Date Interest
(October I) Principal Amount Rate
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The 2016A Bonds are issuable only in Authorized Denominations and shall be numbered m
consecutively from RA-1 upwards, or in such other manner as the State Treasurer shall determine.
The principal of and redemption premium, if any, and interest on the 2016A Bonds shall be payable
in lawful money of the United States of America. t0,
Interest on the 2016A Bonds shall be payable on each Interest Payment Date. Interest on the
2016A Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
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Each 2016A Bond shall bear interest from the date thereof until the principal of such Bond is UL
paid. Payment of interest on the 2016A Bonds due on or before the maturity or prior redemption L
thereof shall be made to the person whose name appears in the registration books for the 2016A 3
Bonds kept by the State Treasurer pursuant to Section 2.08 as the registered owner thereof as of the °,
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close of business on the fifteenth (15th) day of the calendar month (whether or not a Business Day) c
next preceding each Interest Payment Date, such interest to be paid by check mailed to such
registered owner at the address as it appears in such books or at such other address as may have been c
fled with the State Treasurer for that pose. Payment of the principal of and redemption
premium,
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if any, on the 2016A Bonds shall be made upon the surrender thereof at maturity or on redemption
prior to maturity at the office of the State Treasurer or any successor thereto, or of any paying agent
appointed by the Authority or the State Treasurer. o
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Section 2.03. Redemption of 2016A Bonds.
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(a) Extraordinary Redemption. The 2016A Bonds are subject to redemption
prior to their respective maturity dates, upon notice as hereinafter provided, at the option of the
Authority, on any date, in whole or in part, from certain proceeds of insurance or proceeds of
eminent domain proceedings, upon the terms and conditions of, and as provided in Sections 5.08 and
5.14, respectively, at the principal amount thereof together with accrued interest to the date fixed for
redemption,without premium.
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(b) No Optional Redemption. The 2016A Bonds shall not be subject to optional
redemption prior to their respective maturity dates. a
(c) General Redemption Provisions.
(1) Selection of Bonds for Redemption. If less than all Outstanding
Bonds are to be redeemed at any one time from the proceeds of insurance or eminent domain
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7.B.b
proceedings, the State Treasurer shall select such Bonds to be redeemed from each maturity on a
basis; provided that within each maturity such Bonds shall be selected by lot. If less
proportionate p
than all Outstanding Bonds are to be redeemed at any one time, other than from the proceeds of
insurance or eminent domain proceedings,the State Treasurer shall select such Bonds to be redeemed
from each maturity at his discretion; provided that within each maturity such Bonds shall be selected
by lot.
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(2) Purchase in Lieu of Redemption. In lieu of redemption of any Term `��
Bond, at any time prior to giving the respective notice of such redemption, the State Treasurer may ¢
apply moneys in the Sinking Account to the purchase of Term Bonds at public or private sale, as and
when and at such prices (including brokerage and other charges, but excluding accrued interest, E
which is payable from the Interest Account)as shall be determined by the State Treasurer, except that c
the purchase price (excluding accrued interest) shall not exceed the redemption price that would be o
payable for such Bonds upon redemption by application of such mandatory sinking account payment.
If, during the twelve-month period immediately preceding said mandatory sinking account payment m
date,the State Treasurer has purchased Term Bonds with moneys in such Sinking Account,then such
Bonds so purchased shall be applied, to the extent of the full principal amount thereof, to reduce the o
next succeeding mandatory sinking account payment for the maturity of Bonds so redeemed.
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(3) Notice of Redemption. Notice of redemption shall be given by the =
State Treasurer, not less than thirty(30)nor more than sixty(60) days prior to the redemption date to
(i)the respective Holders of the Bonds designated for redemption at their addresses appearing on the c
registration books of the State Treasurer, (ii)the Securities Depository and (iii) the Repository; U_
provided, however, that so long as a book-entry system is used for a Series of Bonds, the State 3
Treasurer will send notice of redemption only to the Securities Depository and the Repository. a
Notice of redemption to the Securities Depository shall be given by registered mail, other
electronically secure means, or any other method agreed upon and to the Repository shall be given by o
mail, other electronically secure means, or any other method agreed upon. Each notice of o
redemption shall state the date of such notice, the Series of such Bonds, the redemption price
(including he name and appropriate address of the State Treasurer), the CUSIP number (if any) of m
g
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the maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive
certificate numbers of the Bonds of such maturity, to be redeemed and, in the case of Bonds to be
redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each c
such notice shall also state that on said date there will become due and payable on each of such
Bonds the redemption price thereof and in the case of a Bond to be redeemed in part only, the
specified portion of the principal amount thereof to be redeemed, together with interest accrued
thereon to the redemption date, and that from and after such redemption date interest thereon shall
cease to accrue, and shall require that such Bonds be then surrendered at the address of the State
Treasurer specified in the redemption notice. N
a
The State Treasurer shall give notice of redemption upon receipt of a Written
Request of the Authority (which request shall be given to the State Treasurer at least seventy-five
(75) days or such lesser number of days as the State Treasurer agrees prior to the date fixed for
redemption), but only after the Authority shall file a Certificate of the Authority with the State
Treasurer that on or before the date set for redemption, the Authority shall have deposited with or ¢
otherwise made available to the State Treasurer the money required for payment of the redemption
price of all Bonds then to be called for redemption(or the State Treasurer determines that money will
be deposited with or otherwise made available to it in sufficient time for such purpose),together with
the estimated expense of giving such notice.
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Failure by the State Treasurer to give notice pursuant to this section to the
Repository or the Securities Depository, or the insufficiency of any such notice shall not affect the
sufficiency of the proceedings for redemption. Failure by the State Treasurer to give notice of
redemption pursuant to this section to any one or more of the respective Holders of any Bonds
designated for redemption shall not affect the sufficiency of the proceedings for redemption with
respect to the Holders to whom such notice was given.
0
(4) Effect of Redemption. If notice of redemption has been duly given as a
described above and money for the payment of the redemption price of the Bonds called for
redemption is held by the State Treasurer, then, on the redemption date designated in such notice,
such Bonds shall become due and payable, and from and after the date so designated interest on such E
Bonds so called for redemption shall cease to accrue, and the Holders of such Bonds shall have no 0
rights in respect thereof except to receive payment of the redemption price thereof. o
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All Bonds redeemed pursuant to the provisions of this section shall be m°
cancelled by the State Treasurer and shall not be reissued.
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0
Section 2.04. Form of Bonds. The 2016A Bonds and the authentication and registration t
endorsement and assignment to appear thereon shall be substantially in the form attached hereto as
Exhibit A, with necessary or appropriate variations, omissions and insertions, as permitted or
required hereby. The form of each Series of Additional Bonds and the authentication and registration
endorsement and assignment to appear thereon shall be as permitted or required by the Supplemental
Indenture for such Series of Additional Bonds. LL
L
Section 2.05. Execution of Bonds. The Chairperson or Vice Chairperson of the Authority o
is hereby authorized and directed to execute each of the Bonds on behalf of the Authority and the a
j Secretary of the Authority is hereby authorized and directed to countersign each of the Bonds on
0
behalf of the Authority. The signatures of such Chairperson,Vice Chairperson and Secretary may be
by printed, lithographed or engraved by 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 m
thereof, or prior to the exchange of any Bond pursuant to Section 2.07, or the substitution for a lost,
`n
stolen o r mutilated Bond pursuant to Section 2.09, suc h signature s hall nevertheless be valid and
..
sufficient for all purposes as if such officer had remained in office until such delivery of the Bonds. c
v
Only those Bonds bearing thereon a certificate of authentication and registration in the form (D
herein recited, executed manually or by facsimile reproduction and dated by the State Treasurer, shall
be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, Q
and such certificate of the State Treasurer shall be conclusive evidence that the Bonds so c
j authenticated and registered have been duly authorized, executed, issued and delivered hereunder and N
<< are entitled to the benefit,protection and security hereof Q
Section 2.06. Transfer and Payment of Bonds. Any Bond may, in accordance with its
terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.08 by E
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation accompanied by delivery of a duly executed written a
instrument of transfer in a form approved by the State Treasurer. Whenever any Bond or Bonds shall
be surrendered for transfer, the Authority shall execute and the State Treasurer shall authenticate and
deliver a new Bond or Bonds in Authorized Denominations in a like aggregate principal amount.
The State Treasurer shall require the payment b the Holder requesting such transfer of an tax or
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Y q g Y
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other governmental charge required to be paid with respect to such transfer as a condition precedent
to the exercise of such privilege.
The Authority and the State Treasurer may deem and treat the registered owner of any Bond
as the absolute owner of such Bond for the purpose of receiving payment thereof and for all other
purposes, whether such Bond shall be overdue or not, and neither the Authority nor the State
Treasurer shall be affected by any notice or knowledge to the contrary; and payment of the principal 'o
of, redemption premium, if any, and interest on such Bond shall be made only to such registered Q
owner, which payments shall be valid and effectual to satisfy and discharge liability on such Bond to a
the extent of the sum or sums so paid. a
E
The State Treasurer shall not be required to issue or register the transfer of any Bond during o
the period fro m the sixteenth h(l 6t h
) day of the cale n dar month nth preceding each Interest Payment Date o
to and including such Interest Payment Date, or to register the transfer of any Bond which has been c
selected for redemption. °m
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Section 2.07. Exchange of Bonds. Bonds may be exchanged at the office of the State c
Treasurer in Authorized Denominations in a like aggregate principal amount. The State Treasurer 3
shall require the payment by the Holder requesting such exchange of any tax or other governmental Q
charge required to be paid with respect to such exchange as a condition precedent to the exercise of =
such privilege. The State Treasurer shall not be required to make any such exchange during the
period from the sixteenth (16th) day of the calendar month preceding each Interest Payment Date to
and including such Interest Payment Date, or to exchange any Bond which has been selected for LL
redemption.
3
0
Section 2.08. Bond Registration Books. The State Treasurer will keep at his office a
sufficient books for the registration and transfer of the Bonds which shall at all times be open to C
inspection by the Authority, and upon presentation for such purpose the State Treasurer shall, under
such reasonable regulations as he may prescribe, register or transfer the Bonds in such books as 0 a
hereinabove provided. CO
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Section 2.09. Mutilated, Destroyed, Stolen or Lost Bonds. If any Bond shall become `n
mutilated, the State Treasurer at the expense of the Holder shall thereupon authenticate and deliver a CO
new Bond of like tenor and number in exchange and substitution for the Bond so mutilated, but only
upon surrender to the State Treasurer of the Bond so mutilated. Every mutilated Bond so surrendered
to the State Treasurer shall be cancelled.
C
If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may c
be submitted to the State Treasurer and, if such evidence be satisfactory to the State Treasurer and N
indemnity satisfactory to the State Treasurer shall be given, the State Treasurer, at the expense of the a
Holder, shall thereupon authenticate and deliver a new Bond of like tenor and number in lieu of and
in substitution for the Bond so lost,destroyed or stolen. a
E
The State Treasurer may require payment of a reasonable sum for each new Bond issued
under this section and of the expenses which may be incurred by the Authority and the State a
Treasurer in the premises. Any Bond issued under the provisions of this section in lieu of any Bond
alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of
this Indenture with all other Bonds of the same Series secured by this Indenture. Neither the
Authority nor the State Treasurer shall be required to treat both the original Bond and any duplicate
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Bond as being Outstanding for the purpose of determining the aggregate 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 duplicate Bond shall be treated as one and the same.
Section 2.10. Temporary Bonds. The Bonds of any Series issued under this Indenture may
be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery.
The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as 'o
may be determined by the Authority, shall be in fully registered form and may contain such reference a.
to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be Q
executed and authenticated as authorized by the Authority, in accordance with the terms of the Act.
If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay E
and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the o
office of the State Treasurer in Sacramento, California, and the State Treasurer shall deliver in o
exchange for such temporary Bonds definitive Bonds in Authorized Denominations in a like o
aggregate principal amount. Until so exchanged, the temporary Bonds shall be entitled to the same m
benefits under this Indenture as definitive Bonds delivered hereunder.
•L
0
Section 2.11. Establishment of Construction Fund. In addition to the funds and accounts
created pursuant to Sections 4.02, 4.03 and 5.04, the State Treasurer shall establish and maintain a <
fund separate and apart from any other fund or account established and maintained hereunder
designated as the "San Bernardino Joint Powers Financing Authority Lease Revenue Refunding
Bonds (Rosa Parks Memorial State Office Building) 2016 Series A Construction Fund" (the
"Construction Fund"), in which there shall be established a 2016A Costs of Issuance Account. The "-
"` State Treasurer shall apply the moneys in the 2016A Costs of Issuance Account to pay the costs of 3
issuance of the 2016A Bonds; such disbursements shall be made upon claims attested to, for, or on 0
behalf of the Authority and duly prepared in accordance with the procedures prescribed by the
Controller of the State. Any moneys remaining in any account in the Construction Fund upon o
payment of all costs of issuance a Series of Bonds shall be applied by the State Treasurer to offset o
scheduled Base Rental or in such other manner as the Authority may by Written Request direct. -=a
m
Section 2.12. Validity_of Bonds. From and after the issuance of any Series of Bonds, the in
findings and determinations of the Authority respecting such Bonds shall be conclusive evidence of
the existence of the facts so found and determined in any action or proceeding in any court in which o
the validity of such Bonds shall be required to see to the existence of any fact or to the performance
of any condition or to the taking of any proceeding required prior to such issuance or to the
application of the proceeds of sale of such Bonds. The validity of the issuance of such Bonds shall
not be dependent on or affected in any way by the proceedings taken by the Authority for the
financing or refinancing of the Project or by any contracts made by the Authority or its agents in 5
connection therewith, and shall not be dependent upon the completion of the construction of the
Project or upon the performance by any person, firm or corporation of its obligation with respect a
thereto. The recital contained in the Bonds that the same are issued pursuant to the Act and pursuant
hereto shall be conclusive evidence of their validity and of the regularity of their issuance, and all
Bonds shall be incontestable from and after their issuance. The Bonds shall be deemed to be issued,
within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeable
therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. a
I'
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Section 2.13. Special Covenants as in Book-Entry Only stem.
(a) Except as otherwise provided in subsections(b) and(c)of this Section 2.13 or
in any Supplemental Indenture, all of the Bonds of any Series initially issued hereunder or under a
Supplemental Indenture shall be registered in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York ("DTC"), or such other nominee as DTC shall
request pursuant to the letter of representations delivered to DTC by the State Treasurer on the date 'o
of issuance of each Series of Bonds (the "Representation Letter"). Payment of the interest on any Q
Bond registered in the name of Cede& Co. shall be made on each Interest Payment Date for such Q
Bond to the account, in the manner and at the address indicated in or pursuant to the Representation
Letter. E
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(b) The 2016A Bonds, and any Additional Bonds issued under a Supplemental o
Indenture to which this Section 2.13 is made applicable, shall be in the form of a single authenticated
0
fully registered bond for each stated maturity representing the aggregate principal amount of the CO
ni i 1 issuance of the Bonds the ownership of all
Bonds of such Serves maturing on such date. Upon i t a ssu p
such Bonds shall be registered in the registration records maintained by the State Treasurer pursuant a
to Section 2.08 in the name of Cede& Co., as nominee of DTC, or such other nominee as DTC shall
request pursuant to the Representation Letter. The State Treasurer, the Authority and any paying Q
agent may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its
name for the purposes of payment of the principal of, redemption premium, if any, and interest on
such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or c
required to be given to Bondholders under this Indenture,registering the transfer of Bonds, obtaining U-
U)
any consent or other action to be taken by Bondholders of the Bonds and for all other purposes
whatsoever; and neither the State Treasurer nor the Authority nor any paying agent shall be affected 4
by any notice to the contrary. Neither the State Treasurer nor the Authority nor any paying agent a
shall have any responsibility res onsibili or obligation to any Participant (which shall mean, for purposes of this o
Section 2.13, securities brokers and dealers, banks, trust companies, clearing corporations and other o
entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership
interest in the Bonds under or through DTC or any Participant, or any other person which is not 00
shown on the registration records as being a Bondholder, with respect to (i) the accuracy of any
records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any
amount in respect of the principal of, redemption premium, if any, or interest on the Bonds, (iii) any c
notice which is permitted or required to be given to Bondholders under the Indenture, (iv) the :
selection by DTC or any Participant of any person to receive payment in the event of a partial
redemption of the Bonds, or(v) any consent given or other action taken by DTC as Bondholder. The
State Treasurer shall pay all principal of,redemption premium, if any, and interest on the Bonds only
at the times, to the accounts, at the addresses and otherwise in accordance with the Representation
Letter, and all such payments shall be valid and effective to satisfy fully and discharge the N
Authority's obligations with respect to the principal of, redemption premium, if any, and interest on C
the Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the State Treasurer of r
c
written notice to the effect that DTC has determined to substitute a new nominee in place of its then
existing nominee, the Bonds will be transferable to such new nominee in accordance with
j, subsection(f)of this Section 2.13.
!' (c) In the event that the Authority and the State Treasurer determine that it is in
the best interests of the beneficial owners of the Bonds of any Series that they be able to obtain bond
certificates, the State Treasurer shall, upon the written instruction of the Authority, so notify DTC,
!!, whereupon DTC shall notify the Participants of the availability through DTC of bond certificates. In
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such event, the Bonds will be transferable in accordance with subsection(f) of this Section 2.13.
DTC may determine to discontinue providing its services with respect to the Bonds at any time by
giving written notice of such discontinuance to the Authority and the State Treasurer and discharging
its responsibilities with respect thereto under applicable law. In such event, the Bonds will be
transferable in accordance with subsection(f) of this Section 2.13. Whenever DTC requests the
Authority and the State Treasurer to do so, the State Treasurer and the Authority will cooperate with
DTC in taking appropriate action after reasonable notice to arrange for another securities depository o
to maintain custody of all certificates evidencing the Bonds then Outstanding. In such event, the a
Bonds will be transferable to such securities depository in accordance with subsection (f) of this ¢
Section 2.13, and thereafter, all reference in this Indenture to DTC or its nominee shall be deemed to
refer to such successor securities depository and its nominee, as appropriate. E
U
O
(d) Notwithstanding any other provision of this Indenture to the contrary, so long o
as all Bonds of any Series Outstanding are registered in the name of any nominee of DTC, all o
payments with respect to the principal of, redemption premium, if any, and interest on each such m
Bond and all notices with respect to each such Bond shall be made and given, respectively, to DTC
as provided in the Representation Letter.
r
(e) The State Treasurer is hereby authorized and requested to execute and deliver <
a Representation Letter for each Series of Bonds subject to this Section 2.13 and, in connection with c
any successor nominee for DTC and any successor depository, enter into comparable arrangements, _
and shall have the same rights with respect to its actions thereunder as it has with respect to its c
actions under this Indenture. `-
L
(f) In the event that any transfer or exchange of any Series of Bonds is o
authorized under subsection(b) or (c) of this Section 2.13, such transfer or exchange shall be a
accomplished upon receipt by the State Treasurer from the registered owner thereof of the Bonds to 0
be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in -'
accordance with the applicable provisions of Sections 2.06 and 2.07 of this Indenture. In the event
Bond certificates for any Series are issued to Holders other than Cede& Co., its successor as m
nominee for DTC as Holder of all the Bonds of such Series, another securities depository as Holder co
of all the Bonds, or the nominee of such successor securities depository, the provisions of
Section 2.07 of this Indenture shall also apply to, among other things, the registration, exchange and ti
transfer of the Bonds and the method of payment of principal of, redemption premium, if any, and 7
interest on the Bonds. ;v
Section 2.14. Procedure for the Issuance of 2016A Bonds. At any time after the sale of the
2016A Bonds in accordance with the Act, the Authority shall cause the 2016A Bonds to be executed 5
for issuance hereunder and shall deliver them to the State Treasurer, and thereupon the 2016A Bonds
shall be authenticated and delivered by the State Treasurer to the purchaser thereof upon the Written Q
Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon
receipt of payment for the 2016A Bonds from the purchaser thereof, the State Treasurer shall set
aside and apply the proceeds received from such sale as follows:
(a) The State Treasurer shall deposit in the 2016A Costs of Issuance Account a
within the Construction Fund the amount of$ ;
(b) The State Treasurer shall transfer to the escrow fund established under the
Escrow Agreement the amount of$ ; and
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I
(c) The State Treasurer shall deposit in the Reserve Account within the Revenue
Fund the amount of$
[Additionally, the State Treasurer shall transfer to the escrow fund established under the
Escrow Agreement: (i) $ of funds held in the Account of the Revenue Fund and
(ii) $ of funds held in the Account of the Revenue Fund for the 1995 Bonds
established under the Prior Trust Agreement.] o
P
Q.
ARTICLE III a
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ISSUANCE OF ADDITIONAL BONDS E
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Section 3.01. Conditions for the Issuance of Additional Bonds. The Authority may at any o
time issue one or more Series of Additional Bonds payable from the Revenues as provided herein 0
and secured by a pledge of and charge and lien upon such Revenues as provided herein, but only m°
subject to the following specific conditions, which are hereby made conditions precedent to the %
issuance of any Additional Bonds: 'a
s
(a) The Authority shall be in compliance with all agreements and covenants a
contained herein. °S
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(b) The issuance of such Additional Bonds shall have been authorized pursuant to
the Act and shall have been provided for by a Supplemental Indenture which shall specify the 'u.
following:
L
L
f, (1) The purpose for which such Additional Bonds are to be issued; °a
provided that such Additional Bonds shall be applied solely for the purpose of (i) financing or =
refinancing the design and/or construction of all or a portion of the Project, (ii)refunding all or a
portion of any Series of Bonds then Outstanding, (iii)payment of all costs incidental to or connected
w ith any Additional Bonds issued in accordance with (i) or (ii) above and/or (iv) making deposits m
into the Reserve Account or a separate reserve account securing the Additional Bonds;
(2) The authorized principal amount and designation of such Additional o
Bonds;
(3) The date and the maturity dates of and the sinking account payment
a�
dates, if any, for such Additional Bonds; provided that (i) all such Additional Bonds of like maturity
shall be identical in all respects, except as to interest rate, number and denomination, (ii) serial
maturities for Serial Bonds or sinking account payments for Term Bonds, or any combination
thereof, shall be established to provide for the retirement of such Additional Bonds on or before their w
respective maturity dates;
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(4) The Interest Payment Dates for such Additional Bonds; E
s
(5) The denomination or denominations of and method of numbering a
such Additional Bonds;
(6) The redemption premium, if any, and the redemption terms, if any,
for such Additional Bonds;
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7.B.b
(7) The amount, if any, to be deposited from the proceeds of sale of such
Additional of Bonds in the Interest Account;
(8) The amount, if any, to be deposited from the proceeds of sale of such
Additional Bonds or as a Reserve Account Credit Facility in the Reserve Account or in a separate
reserve account securing only the Additional Bonds;
°
(9) The amount, if any, to be deposited from the proceeds of sale of such a
Additional Bonds in the funds and accounts established under this Indenture or the Supplemental a
Indenture for such Additional Bonds;
E
(10) The forms of such Additional Bonds; and o
0
(11) Such other provisions as are necessary or appropriate and not =
inconsistent herewith. °
m
a
(c) The Lease Purchase Agreement shall have been amended so as to modify the o
Base Rental payable by Caltrans thereunder by an amount at least sufficient to pay the interest on and r
principal of all Bonds Outstanding as the same become due and accompanied by a certificate of a
Caltrans to the effect that such Base Rental is consistent with the fair rental value for the Facility =
subject to the Lease Purchase Agreement.
°
Nothing contained herein shall limit the issuance of any Lease Revenue Refunding Bonds of
the Authority payable from the Revenues and secured by a pledge of and charge and lien upon the
Revenues if after the issuance and delivery of such Lease Revenue Refunding Bonds none of the 3
Bonds theretofore issued hereunder will be Outstanding. °a
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c
Section 3.02. Procedure for the Issuance of Additional Bonds. At any time after the sale of n
any Additional Bonds in accordance with the Act, the Authority shall execute such Additional Bonds °c
for issuance hereunder and shall deliver them to the State Treasurer, and thereupon such Additional m
Bonds shall be authenticated and delivered by the State Treasurer to the purchaser thereof upon the
Written Request of the Authority, but only upon receipt by the State Treasurer of the following Cn
documents or money or securities, all of such documents dated or certified, as the case may be, as of c
the date of delivery of such Additional Bonds by the State Treasurer(unless the State Treasurer shall
accept any of such documents bearing a prior date):
(a) A certified copy of the Supplemental Indenture authorizing the issuance of
such Additional Bonds;
(b) A Written Request of the Authority as to the delivery of such Additional N
Bonds; `t
t;
c
(c) An Opinion of Counsel to the effect that (1) the Authority has the right and E
power under the Act to execute and deliver the Supplemental Indenture and the Supplemental
Indenture has been duly and lawfully executed and delivered by the Authority, is in full force and a
effect and is valid and binding upo n the Authorit y (except as enforcement ement may be limited by
bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of
creditors' rights and by equitable principles), (2) the Supplemental Indenture creates the valid pledge
of and charge and lien upon the Revenues relating to such Additional Bonds which it purports to
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i
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7.B.b
create as provided therein, subject to the application thereof to the purposes and on the conditions
permitted hereby, (3)such Additional Bonds are valid and binding special obligations of the
Authority (except as enforcement may be limited by bankruptcy, insolvency, reorganization and
other similar laws relating to the enforcement of creditors' rights and by equitable principles) and
entitled to the benefits of the Act and hereof, and such Additional Bonds have been duly and validly
authorized, executed, and delivered in accordance with the Act and herewith, (4) the amendments to
the Lease Purchase Agreement required by Section 3.01(c) have been duly authorized, executed and 'o
delivered, and (5)the delivery of such Additional Bonds in and of itself will not have an adverse a
effect on the exclusion from gross income for federal income tax purposes of the interest on any of a
the Bonds previously issued and Outstanding;
E
(d) A Certificate of the Authority containing such statements as may be o
reasonably necessary to show compliance with the conditions for the issuance of such Additional o
Bonds contained herein; and o
m
(e) Such further documents,money or securities as are required by the provisions
of the Supplemental Indenture providing for the issuance of such Additional Bonds. o
ARTICLE IV a
_
REVENUES
Section 4.01. Pledge of Revenues and Reserve Account. All Revenues and amounts on U.
'! deposit in the funds and accounts established hereunder(other than amounts on deposit in the Rebate
Fund created pursuant to Section 5.04), are hereby irrevocably pledged to the payment of the c
principal of, redemption premium, if any, and interest on the Bonds as provided herein, and such a
Revenues shall not be used for any other purpose while any of the Bonds remain Outstanding; o
provided, however, that out of the Revenues there may be allocated such sums for such purposes as
are expressly permitted in Section 4.03. This pledge shall constitute a first pledge of and charge and °ca
lien upon those certain Revenues (other than Revenues on deposit in the Rebate Fund created m
pursuant to Section 5.04). The Revenues and the amounts in the foregoing funds and accounts are in
pledged for the payment of the principal of,redemption premium, if any, and interest on the Bonds in
accordance with the terms hereof. o
ti
v
Section 4.02. Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out (D
and effectuate the pledge, charge and lien contained herein, the Authority agrees and covenants that
Revenues when and as received shall be received by the Authority in trust hereunder for the benefit
of the Holders of the Bonds and shall be deposited when and as received by the Authority in a =
revenue account and sinking account known as the "San Bernardino Joint Powers Financing N
Authority Lease Revenue Refunding Bonds (Rosa Parks Memorial State Office Building) 2016
Series A Revenue Fund" (the "Revenue Fund"), which fund shall be created and which fund the a
r
Authority hereby agrees and covenants to maintain with the State Treasurer so long as any Bonds are
Outstanding hereunder. All Revenues shall be accounted for through and held in trust in the Revenue E
Fund, and the Authority shall have no beneficial right or interest in any of the Revenues except only
as herein provided. All Revenues, whether received by the Authority in trust or deposited with the a
State Treasurer as herein provided, shall nevertheless be allocated, applied and disbursed solely to
the purposes and uses hereinafter in this article set forth and as shall be specified in the Supplemental
Indenture for each Series of Bonds, and shall be accounted for separately and apart from all other
accounts, funds,money or other resources of the Authority.
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Section 4.03. Establishment and Maintenance of Accounts for Use of Money in the
Revenue Fund. Subject to Section 5.04, moneys in the Revenue Fund shall be set aside by the State
Treasurer in the following respective special accounts within the Revenue Fund (each of which the
Authority hereby covenants and agrees to cause to be created and maintained with respect to the
Bonds)in the following order of priority:
�a
(1) Interest Account, o
(2) Principal Account, a
(3) Reserve Account, <C
(4) Maintenance and Operation Account,and C
(5) Surplus Account. E
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All money in each of such accounts shall be held in trust by the State Treasurer and shall be o
applied, used and withdrawn only for the purposes hereinafter authorized in this section or in a c
Supplemental Indenture. The State Treasurer may, in his discretion, create such additional m°
subaccounts in the foregoing accounts as may be necessary or appropriate or as shall be required
under the terms of a Supplemental Indenture. 0
(a) Interest Account. a
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c
(1) On or before the fifteenth day of the month next preceding each
Interest Payment Date, the State Treasurer shall set aside from the Revenue Fund and deposit in the
Interest Account therefor that amount of money which,together with any money contained therein, is LL
equal to the aggregate amount of interest becoming due and payable on all Outstanding Bonds on
such Interest Payment Date. c
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i
(2) No deposit need be made in the Interest Account if the amount S
contained therein is at least equal to the aggregate amount of interest becoming due and payable on
all Outstanding Bonds on such Interest Payment Date. C
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(3) All money in the Interest Account shall be used and withdrawn by the C
State Treasurer solely for the purpose of paying the interest on the Bonds as it shall become due and W
payable(including accrued interest on any Bonds purchased or redeemed prior to maturity); provided c
that the State Treasurer, upon the Written Request of the Authority and upon receipt of such
documentation as he may require, shall withdraw from such Interest Account and pay to or upon
order of the Authority money sufficient to reimburse Caltrans for any Base Rental theretofore paid by
Caltrans under the Lease Purchase Agreement for that period of time during which the payment of
Base Rental under the Lease Purchase Agreement is abated and for which no other money(including
proceeds of the rental interruption or use and occupancy insurance required by Section 5.08 herein N
and money in the Principal Account and in the Reserve Account and in the Maintenance and
Operation Account and in the Surplus Account)is available. a
C
(b) Principal Account. E
Y� (1) On or before September 15 of each year, beginning on September 15, Q
2017, the State Treasurer shall set aside from the Revenue Fund and deposit into the Principal
Account an amount of money equal to the aggregate principal amount of all Outstanding Serial
Bonds maturing on the next succeeding October 1, and on or before September 15 of each year in
which a sinking account payment is due on a Term Bond,the State Treasurer shall set aside from the
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7.B.b
Revenue Fund and deposit into the Principal Account an amount of money equal to the aggregate
amount of all sinking account payments required to be made on the next succeeding October 1 into
the respective sinking accounts for all Outstanding Term Bonds.
(2) No deposit need be made in the Principal Account for any principal
payment date if the amount contained therein is at least equal to the aggregate amount of the
principal of all Outstanding Serial Bonds maturing by their terms on such principal payment date o
plus the aggregate amount of all sinking account payments required to be made during the year a
ending on such principal payment date for all Outstanding Term Bonds. Q
c
(3) The State Treasurer shall establish and maintain within the Principal E
Account for each Series of Bonds with Term Bonds a separate subaccount for the Term Bonds of o
such Series and maturity, designated as the " Series Sinking Account" (the "Sinking o
Account'), inserting therein the Series and maturity (if more than one such account is established for
such Series) designation of such Bonds. With respect to each Sinking Account, on each mandatory m
sinking account payment date established for such Sinking Account, the State Treasurer shall apply
the mandatory sinking account payment required on that date to the redemption (or payment at o
maturity, as the case may be) of Term Bonds of the Series and maturity for which such Sinking
Account was established, upon the notice and in the manner provided in Article 2 and in the a
Supplemental Indenture; provided that, at any time prior to giving such notice of such redemption,
the State Treasurer may apply moneys in such Sinking Account to the purchase of Term Bonds of
such Series and maturity at public or private sale, as and when and at such prices (including c
brokerage and other charges, but excluding accrued interest, which is payable from the Interest U.
Account) as shall be determined by the State Treasurer, except that the purchase price (excluding
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3
accrued interest) shall not exceed the redemption price that would be payable for such Bonds upon c
redemption by application of such mandatory sinking account payment. If, during the twelve-month °'
period immediately preceding said mandatory sinking account payment date, the State Treasurer has S
purchased Term Bonds of such Series and maturity with moneys in such Sinking Account, such c
Bonds so purchased shall be applied, to the extent of the full principal amount thereof, to reduce the
next succeeding mandatory sinking account payment. m
C
R
All money in the Principal Account shall be used and withdrawn by the State `n
Treasurer solely for the purpose of paying the principal of the Bonds as they shall become due and ti
payable, except that any money in any Sinking Account shall be used and withdrawn by the State
Treasurer only to purchase or to redeem or to pay Term Bonds for which such Sinking Account was 0
created; provided that the State Treasurer, upon the Written Request of the Authority and upon
receipt of such documentation as he may require, shall withdraw from such Principal Account and
pay to or upon order of the Authority money sufficient to reimburse Caltrans for any Base Rental
theretofore paid by Caltrans under the Lease Purchase Agreement for that period of time during cv
which the payment of Base Rental under the Lease Purchase Agreement is abated and for which no
other money (including proceeds of the rental interruption or use and occupancy insurance required r
by Section 5.08 as supplemented by the appropriate Supplemental Indenture and money in the
li Reserve Account and in the Maintenance and Operation Account and in the Surplus Account) is
available. M
E a
(c) Reserve Account.
(1) On or before April 1 and October 1 of each year, beginning on April
1, 2017, the State Treasurer shall set aside from the Revenue Fund and deposit in the Reserve
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Account that amount of money which shall be required to maintain the Reserve Account in the full
amount of the Reserve Account Requirement or such larger amount as shall be required to be
maintained in the Reserve Account by any Supplemental Indenture. No deposit need be made in the
Reserve Account so long as there shall be on deposit therein a sum equal to at least the Reserve
Account Requirement.
(2) In lieu of making the Reserve Account deposit in compliance with 'o
Section 2.14(c) herein, or in lieu of making such deposit in compliance with Section 3.01(b)(8) `tea
�I herein, or in replacement of moneys then on deposit in the Reserve Account (which shall be Q
transferred by the State Treasurer to the Revenue Fund, as specified by Written Request of the
Authority), the Department, on behalf of the Authority, may deliver to the State Treasurer, at the E
sole cost and expense of Caltrans, a Reserve Account Credit Facility securing an amount, plus o
moneys and Permitted Investments, on deposit in the Reserve Account equal to the Reserve Account o
Requirement. Such Reserve Account Credit Facility shall have a term of no less than three(3)years. c
At least one (1) year prior to the stated expiration of a Reserve Fund Credit Facility, Caltrans, on m
behalf of the Authority, shall deliver to the State Treasurer a replacement Reserve Account Credit
Facility. Upon delivery of a replacement Reserve Account Credit Facility, the State Treasurer shall o
deliver the expiring Reserve Fund Credit Facility to or upon order of Caltrans. If Caltrans fails to E
deposit a replacement Reserve Account Credit Facility with the State Treasurer, the Authority shall Q
or shall cause to Caltrans to immediately seek an appropriation or otherwise obtain lawfully available c
funds in order to make quarterly deposits with the State Treasurer so that an amount equal to the
Reserve Account Requirement is on deposit in the Reserve Fund no later than the stated expiration c
date of the Reserve Account Credit Facility.. If a drawing is made on the Reserve Account Credit N
Facility, Caltrans, on behalf of the Authority, shall make such payments as may be required by the 3
terms of the Reserve Account Credit Facility or any obligations related thereto (but no less than a
quarterly pro rata payments) so that the Reserve Account Credit Facility shall, absent the deposit in
the Reserve Account of an amount sufficient to increase the balance in the Reserve Account to the o
Reserve Account Requirement, be reinstated in the amount of such drawing within one year of the c
date of such drawing. m
(3) All money in the Reserve Account shall be used and withdrawn by N
the State Treasurer solely for the purpose of replenishing the Interest Account or the Principal
Account in such order, in the event of any deficiency at any time in either of such accounts,or for the o
purpose of paying the principal of,redemption premium, if any, or interest on the Bonds in the event 7t
f h Authority is lawfully available therefor, or for the retirement of all the
that no other money o the ty y
Bonds then Outstanding; provided that the State Treasurer, upon the Written Request of the
Authority and upon receipt of such documentation as the State Treasurer may require, shall withdraw
from the Reserve Account and pay to Caltrans, money sufficient to reimburse Caltrans for any Base
If Rental theretofore paid by Caltrans under the Lease Purchase Agreement for a period of time during cv
which the payment of Base Rental under the Lease Purchase Agreement is abated and for which no Q
other money (including proceeds of the rental interruption or use and occupancy insurance required
pursuant to the provisions of Section 5.08 herein and money in the Maintenance and Operation
Account and in the Surplus Account)is available.
r
(d) Maintenance and Operation Account. a
(1) If at any time the Authority shall operate the Facility, the State
Treasurer, on or before March 15 and September 15 of each year, shall set aside from the Revenue
Fund and deposit in the Maintenance and Operation Account all amounts which shall be estimated to
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7.B.b
be required to provide for the payment of all costs of maintenance and operation of the Facility
during the next six months, including costs of repairs and replacements, labor costs and insurance;
provided that no transfer shall be made to the Maintenance and Operation Account to the extent there
would be insufficient funds in the Revenue Fund after such transfer to make the necessary deposits to
the Interest Account or Principal Account during the current Bond Year.
(2) All money in the Maintenance and Operation Account shall be o
disbursed by the State Treasurer only to pay such costs upon the Written Request of the Authority; a
provided that the State Treasurer upon the written request of the Authority and upon receipt of such ¢
documentation as he may require, shall withdraw from the Maintenance and Operation Account and
CD
pay to Caltrans money sufficient to reimburse Caltrans for any Base Rental theretofore paid by E
Caltrans under the Lease Purchase Agreement for a period of time during which the payment of Base o
Rental under such Lease Purchase Agreement is abated and for which no other money (including o
proceeds of the rental interruption or use and occupancy insurance (pursuant to the provisions of o
Section 5.08 herein or a Supplemental Indenture) and money in the Surplus Account) is available. m
(e) Surplus Account. The State Treasurer, on or before the second Business Day o
following the end of each Bond Year, shall deposit in the Surplus Account all money remaining in 9
the Revenue Fund after the deposits required by Section 5.04 and subsections(a), (b) and (c) of this ¢
section have been made. On or after the second Business Day following the end of each Bond Year, c
the State Treasurer, if the Authority is not then in default hereunder and if Caltrans is not then in
default under the Lease Purchase Agreement, shall disburse the money in the Surplus Account to or c
upon the order of the Authority unless (1)the State Treasurer has not received all of the Base Rental "-
due and payable in such year from the Authority for deposit to the Revenue Fund, or (2)the State 3
Treasurer, in his discretion, shall determine that any money in the Surplus Account is or will be a
required for the payment of the principal of or interest on the Bonds on any succeeding Interest
a
Payment Date (assuming for the purpose of such determination that Caltrans shall pay when due all o
future payments of Base Rental required by the Lease Purchase Agreement), or (3)the State o
Treasurer, in his discretion, shall determine that any money in the Surplus Account is or will be C
necessary to fund the amounts on deposit in the Reserve Account up to an amount equal to the 00
Reserve Account Requirement, in which event such money shall be held in the Surplus Account for in
such purpose and shall be transferred by the State Treasurer to the Reserve Account upon receipt of a
Written Request of the Authority; provided that the State Treasurer,upon the Written Request of the Co
Authority and upon receipt of such documentation as he may require, shall withdraw from the 7t
Surplus Account and pay to or upon order of the Authority money sufficient to reimburse Caltrans
for any Base Rental theretofore paid by Caltrans under the Lease Purchase Agreement for a period of
time during which the payment of Base Rental under the Lease Purchase Agreement is abated and for
which no other money(including proceeds of the rental interruption or use and occupancy insurance
which may be provided under the provisions of Section 5.08 herein and amounts in the Reserve cv
r
Account)is available. Q
Section 4.04. Deposit and Investment of Money in Accounts and Funds. All money held
by the State Treasurer in any of the accounts or funds established pursuant hereto shall be invested in
Permitted Investments. r
a
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.�i.rrrrrrrr
7.B.b
ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment and Performance. The Authority will punctually pay the
principal of, redemption premium, if any, and interest to become due on every Bond issued
hereunder in strict conformity with the terms hereof and of the Bonds, and will faithfully observe and o
perform all the agreements and covenants contained herein and in the Bonds. Q
Section 5.02. Against Encumbrances. The Authority will not make any pledge of or place
or permit to be placed any charge or lien upon any of the Facility or any part thereof or upon any of E
the Revenues except as provided herein, and will not issue any bonds, notes or obligations payable o
from the Revenues or secured by a pledge of or charge or lien upon the Revenues except the Bonds. o
c
Section 5.03. Against Sale or Other Disposition of the Facility. The Authority will not sell m°
or otherwise dispose of any of the Facility or any part thereof essential to their proper operation or to
the maintenance of any of the Revenues. The Authority will not enter into any agreement which o
impairs the operation of any of the Facility or any part thereof necessary to secure adequate
Revenues for the payment of the principal of, redemption premium, if any, and interest on any of the ¢
Bonds,or which would otherwise impair the rights of the Holders with respect to the Revenues or the
operation of the Facility. Any real or personal property constituting part of the Facility which has
become nonoperative or which is not needed for the efficient and proper operation of the Facility or
any material or equipment constituting part of the Facility which has become worn out may be sold at U.
not less than the market value thereof if such sale will not reduce the Revenues related to the Facility a
and if the net proceeds of such sale are treated as Revenues and applied in the manner provided in o
Section 4.03. a
0
Section 5.04. Tax Covenants: Rebate Fund. n
0
c
(a) In addition to the funds and accounts created pursuant to Sections 2.11, 4.02 m
and 4.03, the State Treasurer shall establish and maintain a fund separate from any other fund or
account established and maintained hereunder designated as the Rebate Fund (the "Rebate Fund"). `D
The State Treasurer shall create within the Rebate Fund a separate account for each Series of Bonds c
issued hereunder. There shall be deposited in each such separate account of the Rebate Fund such
amounts as are required to be deposited therein pursuant to the applicable Tax Certificate related to
such Series of Bonds(each such Tax Certificate executed with respect to a Series of Bonds is deemed
I' to be incorporated herein by reference). All money at any time deposited in the Rebate Fund shall be
held by the State Treasurer in trust, to the extent required to satisfy the applicable Rebate
Requirement (as defined in the Tax Certificate for each Series of Bonds), for payment to the United
States of America. Notwithstanding the provisions of Sections 4.01, 4.02, 4.05 and 9.01 relating to Q
the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in
any fund or account and the defeasance of Outstanding Bonds, all amounts required to be deposited
into or on deposit in each separate account in the Rebate Fund established with respect to each Series =
of Bonds shall be governed exclusively by this Section 5.04 and by the applicable Tax Certificate for
each such Series of Bonds. The State Treasurer shall be deemed conclusively to have complied with ¢
!I such provisions if he follows the directions of the Authority, and shall have no liability or
responsibility to enforce compliance by the Authority with the terms of the Tax Certificates.
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7.B.b
(b) The Authority and the State Treasurer shall not use or permit the use of any
proceeds of the Bonds of any Series or any funds of the Authority, directly or indirectly, in any
manner, and shall.not take or omit to take any action that would cause any of the Bonds to be treated
as an obligation not described in Section 103(a)of the Internal Revenue Code.
(c) Without limiting the generality of subsection(b) above, the Authority and the
State Treasurer specifically covenant to comply with the provisions and procedures of each Tax 'o
j Certificate. a
a
(d) Notwithstanding any provisions of this Section 5.04, if the Authority shall
i he State Treasurer an Opinion of Counsel to the effect that an specified action required E
provide de to the Y p q
under this Section 5.04 is no longer required or that some further or different action is required to 0
maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds of o
any Series, the State Treasurer and the Authority may conclusively rely on such Opinion of Counsel o
in complying with the requirements of this section, and, notwithstanding Article 7 hereof, the m
covenants hereunder shall be deemed to be modified to that extent.
O
Section 5.05. Maintenance and Operation of the Facility. The Authority will maintain and
preserve or cause to be maintained and preserved the Facility in good order, condition and repair at a
all times and will operate the Facility or cause the Facility to be operated in an efficient and =
economical manner as a fully operational State court building and related parking facility.
c
Section 5.06. Payment of Claims. The Authority will pay and discharge or cause to be paid
and discharged solely from the Revenues any and all lawful claims for labor, materials or supplies
which, if unpaid,might become a legal charge or lien upon any of the Facility or any of the Revenues c
or any part thereof or upon any funds under the control of the Authority or the State Treasurer a
superior to or on a parity with the charge and lien upon the Revenues securing any of the Bonds, or
0
which might impair the security of any of the Bonds.
O
C
Payment of Taxes and Compliance with Governmental Re m
Section 5.07. aym p Regulations. The
Authority will pay and discharge or cause to be paid and discharged all applicable taxes, assessments
and other governmental charges that may be levied, assessed or charged upon any of the Facility or CO
any part thereof or upon any of the Revenues or any part thereof promptly as and when the same c
shall become due and payable. The Authority will duly observe and conform with all valid v
applicable regulations and requirements of any governmental authority relative to the operation of the
Facility or any part thereof, but the Authority shall not be required to comply with any such
regulations or requirements so long as the application or the validity thereof shall be contested in
good faith. 5
N
Section 5.08. Insurance. a
(a) The Authority shall maintain or cause to be maintained by Caltrans (i)fire,
lightning and extended coverage insurance on the Facility, which shall be in the form of a s
commercial property policy in an amount equal to one hundred percent (100%) of the then current
replacement cost of the Facility (excluding the replacement cost of the unimproved real property a
constituting the Site) (except that such insurance may be subject to a deductible clause of not to
exceed Two Million Dollars ($2,000,000), for any one loss), and (ii) earthquake insurance (if, in the
sole discretion of Caltrans, such insurance is available on the open market from reputable insurance
Lei, companies at a reasonable cost) on any structure comprising part of the Facility in an amount equal to
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the full insurable value of such structure or the principal amount of all Outstanding Bonds,whichever
is less(except that such insurance may be subject to a deductible clause of not to exceed Two Million
Dollars ($2,000,000), for any one loss). The extended coverage endorsement shall, as nearly as
practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke,
vandalism and malicious mischief and such other hazards as are normally covered by such
endorsement. Each such policy of insurance shall be in form satisfactory to the State Treasurer and
shall contain a clause making all losses payable to the Authority, the State Treasurer and Caltrans, as o
their interests may appear, and all proceeds thereof shall be paid over to the party contractually a
responsible for making repairs of casualty damage or to the Authority to redeem the Bonds as a
hereinafter provided.
E
In the event of any damage to or destruction of the Facility caused by the perils o
covered by such insurance, or in the event of a loss of use of all or a portion of the Facility due to a o
title defect for which the Authority or Caltrans has obtained any title insurance, the proceeds of such o
insurance shall be utilized, in the discretion of the Authority, with the consent of Caltrans, either m
(i)to redeem Outstanding Bonds to the extent possible and in accordance with the provisions of the ,i
Indenture, but only if the Base Rental payments due after such a redemption, together with the other 0
Revenues to be received hereunder, would be sufficient to retire the Bonds then Outstanding in
accordance with their terms, or (ii)to repair, reconstruct or replace the Facility to the end that the Q
Facility shall be restored to at least the same condition that it was in prior to such damage or S
destruction. If the Authority so elects to repair, reconstruct or replace the Facility, it shall do so with c
all practicable dispatch in an expeditious manner and in conformity with the law so as to complete c
the same as soon as possible. Any balance of such proceeds not required for such repair, y
reconstruction or replacement shall be transferred to the Authority and treated as Revenues and 3
applied in the manner provided in Section 4.03. �0
(b) The Authority shall maintain or cause to be maintained by Caltrans rental o
interruption insurance or use and occupancy insurance to cover loss, total or partial, of the use of the —'
0
hazards covered b the insurance required b Subsection a of this C
n f the
result o
Facility as a esu ( )
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Y Y Y m
Section in an amount not less than the succeeding two (2) consecutive years' Base Rental. Any such
insurance policy shall be in form satisfactory to the State Treasurer and shall contain a loss payable
clause making any loss thereunder payable to the State Treasurer. Any proceeds of such insurance
shall be used by the State Treasurer to reimburse Caltrans for any rental theretofore paid by Caltrans o
ri
under the Lease Purchase Agreement for a period of time during which the payment of rental 7t-
thereunder is abated, and any proceeds of such insurance not so used shall be applied in the manner 2
provided in Section 4.03.
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(c) The Authority will maintain or cause to be maintained by Caltrans public
liability insurance with limits of not less than Three Million Dollars ($3,000,000) per occurrence for c•,
bodily injury and property Y dama a combined to protect Caltrans, the Authority, the State Treasurer
tt
j and the officers, agents and employees of each from all direct or contingent loss or liability for
damages from bodily injury or death occasioned by reason of the operation or condition of the
Facility. The public liability insurance may be subject to a deductible clause of not to exceed Five
it Hundred Thousand Dollars($500,000). The public liability insurance required by this subsection(c) ;g
!' may be effected and shall be excess over any other policies covering the Facility issued to the party a
contractually responsible for the maintenance and operation of the Facility.
As an alternative to providing the insurance required by this subsection (c), the Authority
may cause to be provided other kinds of insurance or methods or plans of protection if and to the
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7.B.b
extent such other kinds of insurance or methods or plans of protection shall afford reasonable
protection to Caltrans, the Authority, the State Treasurer and the officers, agents and employees of
each, in light of all circumstances giving consideration to cost, availability and plans or methods of
protection adopted by other governmental entities of and within the State. Before another method or
plan may be provided by Caltrans, there shall be filed with the Authority and the State Treasurer(i) a
certificate of an actuary or other qualified risk assessor stating that, in the opinion of the signatory,
the substitute method or plan of protection is in accordance with the requirements of this subsection 0-
(c) and, when effective, would afford reasonable protection to Caltrans, the Authority, the State Q
Treasurer and the officers, agents and employees of each against loss and damage from risks covered Q
thereby and(ii) a certificate of Caltrans setting forth the details of such substitute method or plan.
E
(d) The Authority will deliver or cause to be delivered to the State Treasurer in o
the month of July in each year a schedule, in such detail as the State Treasurer in his discretion may o
request, setting forth the insurance policies then in force pursuant to this Section, the names of the o
insurers which have issued the policies, the amounts thereof and the property and risks covered CO
thereby. Each such insurance policy shall require that the State Treasurer and the Authority be given
thirty (30) days' notice of any intended cancellation thereof or reduction of the coverage provided o
thereby. Delivery to the State Treasurer of the schedule of insurance policies under the provisions of
this Section shall not confer responsibility upon the State Treasurer as to the sufficiency of coverage a
or amounts of such policies. If so requested in writing by the State Treasurer, Caltrans shall also c'
deliver or cause to be delivered to the State Treasurer duplicate originals or certified copies of each
insurance policy described in such schedule. _
U-
Section 5.09. Accounting Records and Reports. The Authority will keep or cause to be
kept proper books of record and accounts in which complete and correct entries shall be made of all C
transactions relating to the receipts, disbursements, allocation and application of the Revenues, and =
such books shall be available for inspection by the State Treasurer and the Controller of the State, at o
reasonable hours and under reasonable conditions. Not more than four months after the close of each o
Fiscal Year, the Authority shall furnish or cause to be furnished to the State Treasurer a complete
financial statement covering receipts, disbursements, allocation and application of Revenues for such CO
Fiscal Year, and including a profit and loss statement and balance sheet, accompanied by an audit in
report and opinion of an Independent Certified Public Accountant. The Authority shall also keep or
cause to be kept such other information as required under the Tax Certificates. o
a
Section 5.10. Caltrans Budget. As soon as practicable after the beginning of each Fiscal W-
Year,Caltrans and the State Treasurer shall coordinate and each shall determine whether Caltrans has
made or has caused to be made adequate provision in that portion of the State's annual budget related
to Caltrans, for such Fiscal Year for the payment of all rentals due under the Lease Purchase =
Agreement in such Fiscal Year. If in the opinion of the State Treasurer the amounts so budgeted are
not adequate for the payment of all rentals due under the Lease Purchase Agreement in such Fiscal Q
Year, Caltrans will take such action as may be necessary and within its power to cause such annual
budget to be amended, corrected or augmented so as to include therein the amounts required to be
'! paid by Caltrans in such Fiscal Year for the payment of all rentals due under the Lease Purchase
j!I Agreement in such Fiscal Year, or otherwise to cause the Base Rental to be appropriated and paid,
and will notify the State Treasurer of the proceedings then taken or proposed to be taken by Caltrans. a
Section 5.11. Lease Purchase Agreement and Other Documents. The Authority will at all
and will
l i rights under the Lease Purchase Agreement a
�,�•�.,, times maintain and vigorously enforce al is
promptly collect all rents and charges due for the use and occupancy of the Facility as the same
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7.B.b
become due under the Lease Purchase Agreement, and will promptly and vigorously enforce its
rights against any tenant or other person who does not pay such rents or charges as they become due
under the Lease Purchase Agreement. The Authority will not do or permit anything to be done, or
omit or refrain from doing anything, in any case where any such act done or permitted to be done, or
any such omission of or refraining from action, would or might be a ground for cancellation or
termination of the Lease Purchase Agreement by the lessee thereunder. Without the written consent
of the State Treasurer, the Authority will not alter or modify or agree or consent to alter or modify 'o
the Lease Purchase Agreement, but with the written consent of the State Treasurer, the Authority a
may consent to alterations or modifications thereof authorized herein and therein. The State a
Treasurer shall give such written consent only if (i) in the opinion of the State Treasurer, such
alterations or modifications will not result in any material impairment of the security hereby given or E
intended to be given for the payment of the Bonds, or(ii) the State Treasurer first obtains the written o
consent of the Holders of at least sixty percent (60%) in aggregate principal amount of the Bonds
then Outstanding, exclusive of any Bonds disqualified as provided in Section 7.02; or (iii) such c
0
alterations or modifications will facilitate the refunding or defeasance of any of the Bonds pursuant m
to Article 9; provided that no such alterations or modifications shall materially alter or impair the
obligation of the Authority to pay the principal of, redemption premium, if any, or interest on any 0
Bonds without the written consent of the Holders of all such Bonds so affected. E
d
Section 5.12. Other Liens. The Authority will keep the Facility free from judgments, c
mechanics' and materialmen's liens and free from all liens, claims, demands and encumbrances of C
whatsoever prior nature or character to the end that the security for the Bonds provided herein will at c
all times be maintained and preserved free from any claim or liability which, in the judgment of the L
State Treasurer (and his determination thereof shall be final), might embarrass or hamper the 3
Authority in conducting its business or operating the Facility, and the State Treasurer at his option a°
(after first giving the Authority ten (10) days' written notice to comply therewith and failure of the =
in h period) may defend against an and all actions or proceedings in -
,, Authority to so comply with suc p ) y g y p g o
which the validity hereof is or might be questioned, or may pay or compromise any claim or demand o
asserted in any such action or proceeding; provided, however, that .in defending such actions or
proceedings or in paying or compromising such claims or demands the State Treasurer shall not in °C°
any event be deemed to have waived or released the Authority from liability for or on account of any in
of its agreements and covenants contained herein, or from its liability hereunder to defend the
Co
validity hereof and the pledge of and charge and lien upon the Revenues made herein and to perform
such agreements and covenants.
a�
Section 5.13. Prosecution and Defense of Suits. The Authority will promptly, upon request c
of the State Treasurer, from time to time take or cause to be taken such action as may be necessary or
proper to remedy or cure any defect in or cloud upon the title to the Facility, whether now existing or
hereafter developing, and shall prosecute or cause to be prosecuted all such suits, actions and other cv
proceedings as may be appropriate for such purpose and shall indemnify and hold the State Treasurer a
harmless from all loss, cost, damage and expense, including attorney's fees, which it may incur by
reason of any such defect,cloud, suit,action or proceeding.
The Authority will defend against every suit, action or proceeding at any time brought
against the State Treasurer upon any claim arising out of the receipt, application or disbursement of Q
any of the Revenues or involving the rights of the State Treasurer hereunder; provided that the State
Treasurer at his election may appear in and defend any such suit, action or proceeding. The
Authority will indemnify and hold harmless the State Treasurer against any and all liability claimed
or asserted by any person arising out of such receipt, application or disbursement, and will indemnify
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7.B.b
and hold harmless the State Treasurer against any attorney's fees or other expenses which he may
incur in connection with any litigation to which he may become a party by reason of his actions
hereunder, except for any loss, cost, damage or expense resulting from the negligence or willful
misconduct of the State Treasurer. Notwithstanding any contrary provision hereof, this covenant
shall remain in full force and effect even though all Bonds secured hereby may have been fully paid
and satisfied.
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Section 5.14. Eminent Domain. If the whole or any portion of the Facility shall be taken by a
eminent domain proceedings (or sold to a governmental entity threatening to exercise the power of Q
eminent domain),the proceeds therefrom shall be deposited with the State Treasurer in a special fund
in trust and shall be applied and disbursed by the State Treasurer as follows: E
(a) If less than the entirety of the Facility shall have been so taken and the o
remainder is usable for purposes substantially similar to those for which it was constructed, and if the
portion taken is replaced by a facility of equal or greater utility and of equal or greater fair rental m°
value within or adjacent to such remainder, the State Treasurer shall disburse such proceeds to the
party that incurred the expense of making such replacement; but if no such replacement is made, the o
State Treasurer shall apply such proceeds to redeem all or a portion of the Bonds pursuant to
Section 2.03 hereof and any Supplemental Indenture relating to the Bonds. a
rn
(b) If less than the entirety of the Facility shall have been so taken and the
remainder is not usable for purposes substantially similar to those for which it was constructed, or if
the entirety of the Facility shall have been so taken, the State Treasurer shall apply such proceeds, L-
together with any other money then available to him for such purpose, for the payment of the entire a
amount of principal then due or to become due upon all of the Outstanding Bonds, together with the o
interest thereon so as to enable the Authority to retire all of such Bonds then Outstanding by a
redemption or by payment at maturity; except that if such proceeds, together with any other money o
then lawfully available to him for such purpose, are insufficient to provide for the foregoing purpose, c
the State Treasurer shall apply such proceeds in accordance with the provisions of Section 8.03 so far
as the same may be applicable. m
Cn
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Section 5.15. Further Assurances. Whenever and so often as requested to do so by the State
Treasurer or any Holder, the Authority will promptly execute and deliver or cause to be executed and c
delivered all such other and further assurances, documents or instruments, and promptly do or cause v
to be done all such other and further things as may be necessary or reasonably required in order to
further and more fully vest in the Holders all rights, interests, powers, benefits, privileges and
advantages conferred or intended to be conferred upon them hereby.
c
Section 5.16. Continuing Disclosure. Caltrans and the State Treasurer hereby covenant and N
agree that they will comply with and carry out all of the provisions of the Continuing Disclosure a
Agreement. Notwithstanding any other provision of this Indenture, failure of Caltrans or the State
Treasurer to comply with the Continuing Disclosure Agreement shall not be considered an Event of
Default and shall not be deemed to create any monetary liability on the part of any of them or of the t
State to any other persons, including any Bondholder or Beneficial Owner; however, the State o
Treasurer may (and at the request of the Holders or Beneficial Owners of at least 25% of the a
aggregate principal amount of the 2016A Bonds, shall) or any Bondholder 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 Authority or the State Treasurer, as the case may be, to
comply with its obligations under this Section. For purposes of this Section, `Beneficial Owner"
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means 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 VI
THE TRUSTEE o
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Section 6.01. The State Treasurer, as Trustee. The State Treasurer, at his principal office in Q
Sacramento, California, shall serve as the trustee for the Bonds for the purpose of receiving all
money which the Authority is required to deposit with the trustee hereunder and for the purpose of E
allocating, applying and using such money as provided herein and for the purpose of paying the o
principal of, redemption premium, if any, and interest on the Bonds presented for payment in ❑
Sacramento, California (or San Francisco or Los Angeles, in the event a successor Trustee is
appointed), with the rights and obligations provided herein. The Authority agrees that it will at all m°
times maintain a trustee having a principal office in Sacramento, San Francisco or Los Angeles, ,
California. o
s
The Authority may, so long as the Authority is not in default hereunder, remove the trustee a
initially appointed and any successor thereto and may appoint a successor or successors thereto by an =
instrument in writing; provided that any such successor shall be a bank or trust company doing U
business and having a principal office in San Francisco or Los Angeles, California, having a
combined capital (exclusive of borrowed capital) and surplus of at least one hundred million dollars U.
($100,000,000) and subject to supervision or examination by federal or state authority. If such bank
ior trust company publishes a report of condition at least annually, pursuant to law or to the o
i•" requirements of any supervising or examining authority above referred to,then for the purpose of this °-
section the combined capital and surplus of such bank or trust company shall be deemed to be its o
combined capital and surplus as set forth in its most recent report of condition so published. The
0
State Treasurer, or any successor trustee, may at any time resign by giving written notice of such
resignation to the Authority and by mailing to the Holders notice of such resignation. Upon m
receiving such notice of resignation, the Authority shall promptly appoint a successor trustee by an N
instrument in writing. Any removal or resignation of a trustee and appointment of a successor trustee
shall become effective only upon the acceptance of appointment by the successor trustee. If, within o
thirty (30) days after notice of the removal or resignation of the State Treasurer, or any successor 7
trustee,no successor trustee shall have been appointed and shall have accepted such appointment,the CD
removed or resigning trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, which court may thereupon, after such notice, if any, as it may deem proper and
prescribe and as may be required by law, appoint a successor trustee having the qualifications 5
�! required hereby. N
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The State Treasurer, as trustee, is hereby authorized to redeem the Bonds when duly
a
presented for payment at maturity or on redemption prior to maturity. The State Treasurer shall m
cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority. The State
n aid and discharged and cancelled b him. M
Treasurer shall keep accurate records of all Bonds p g y
a
The Authority shall from time to time, subject to any agreement between the Authority and
the State Treasurer then in force, pay to the State Treasurer compensation for his services, reimburse
the State Treasurer for all his advances and expenditures, including but not limited to advances to and
fees and expenses of independent accountants and counsel or other experts employed by him in the
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exercise and performance of his rights and obligations hereunder, and indemnify and hold the State
Treasurer harmless against liabilities not arising from his own negligence or willful misconduct
which he may incur in the exercise and performance of his rights and obligations hereunder.
Section 6.02. Liability of State Treasurer, as Trustee. The recitals of facts, agreements and
covenants herein and in the Bonds shall be taken as recitals of facts, agreement and covenants of the
Authority, and the State Treasurer assumes no responsibility for the correctness of the same, makes o
no representation as to the sufficiency or validity hereof or of the Bonds, and shall incur no a
responsibility in respect thereof other than in connection with the rights or obligations assigned to or 4
imposed upon the State Treasurer herein or in the Bonds. The State Treasurer shall not be liable in
connection with the performance of his duties hereunder except for his own negligence or willful E
misconduct. "
0
0
The State Treasurer shall not be bound to recognize any person as the Holder of a Bond =
unless and until such Bond is submitted for inspection, if required, and his or his title thereto m0
satisfactorily established, if disputed.
0
Whenever in the administration of his rights and obligations hereunder the State Treasurer E
shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering a
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith on the part of the State Treasurer, be deemed to be
conclusively proved and established by a Certificate of the Authority, which certificate shall be full
warrant to the State Treasurer for any action taken or suffered under the provisions hereof upon the �-
faith thereof, but in his discretion the State Treasurer may in lieu thereof accept other evidence of
such matter or may require such additional evidence as he may deem reasonable. o
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ARTICLE VII =
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AMENDMENT OF THE INDENTURE °ca
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Section 7.01. Amendment of the Indenture.
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(a) The Indenture and the rights and obligations of the Authority and of the c
Holders of the Bonds may be amended at any time by a Supplemental Indenture. Such amendments
shall become binding when the written consents of the Holders of sixty percent (60%) in aggregate d
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
is Section 7.02, are filed with the State Treasurer. No such amendment shall (1) extend the maturity of
or reduce the interest rate on or otherwise alter or impair the obligation of the Authority to pay the c
principal of, redemption premium,if any, or interest on any Bond at the time and place and at the rate N
and in the currency provided herein without the express written consent of the Holder of such Bond,, r
or (2)permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as Q
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provided herein superior to or on a parity with the pledge, charge and lien created hereby for the
benefit of the Bonds, or (3)reduce the percentage of Bonds required for the written consent to any _
such amendment, or (4)modify any rights or obligations of the State Treasurer without his prior
written assent thereto. For such consent to be. effective, it shall not be necessary that the Holders a
approve the particular form of any Supplemental Indenture, but it shall be sufficient if the Holders
approve the substance thereof. Promptly after the execution by the Authority and the State Treasurer
of any Supplemental Indenture, pursuant to this subsection(a), the State Treasurer shall mail a
notice, postage prepaid, setting forth in general terms the substance of such Supplemental Indenture,
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to each Rating Agency and the Holders at the addresses listed on the registration books kept by the
State Treasurer or successor trustee. Any failure to give such notice, or any defect therein, shall not,
however,in any way impair or affect the validity of any such Supplemental Indenture.
(b) If any amendment shall not materially adversely affect the interests of the
Holders, then this Indenture and the rights and obligations of the Authority and of the Holders may
also be amended at any time by a Supplemental Indenture which shall become binding upon o
execution and delivery thereof without the consent of any of the Holders, but only to the extent a
permitted by law and after receipt of an approving Opinion of Counsel and only for any one or more
r
of the following purposes:
E
(1) to add to the agreements and covenants required herein to be o
performed by the Authority other agreements and covenants thereafter to be performed by the o
Authority,or to surrender any right or power reserved herein to or conferred herein on the Authority;
0
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(2) to make such provisions for the purpose of curing any ambiguity,
inconsistency or omission, or of correcting, curing or supplementing any defective provision p
contained herein or in regard to questions arising hereunder which the Authority may deem desirable
or necessary and not inconsistent herewith; Q
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(3) to provide for the issuance of any Additional Bonds and to provide
the terms of such Additional Bonds and the funds and accounts therefor, subject to the conditions and
upon compliance with the procedure set forth in Article 3; U_
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CW (4) to modify the book-entry provisions of Section 2.13 hereof or to allow c
for a substitute depository; a
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(5) to facilitate the refunding or defeasance of any of the Bonds pursuant
to Article 9; °c
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(6) to provide for compliance with any future laws or regulations
concerning provision of financial information or other notices to Holders; N
00
(7) to facilitate the obtaining of any insurance policy or letter of credit
securing the Bonds;
L
(8) to obtain or maintain a rating on any Series of Bonds from a Rating
Agency;
(9) to modify, amend or supplement this Indenture in such manner as to Y
permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar a
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; E
s
(10) to provide any additional procedures, covenants or agreements to r
maintain the exclusion from gross income for federal income tax purposes of the interest on the a
Bonds, including the amendment of any Tax Certificate; or
(I1) to modify, amend or supplement this Indenture to allow for
appointment of a successor trustee.
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Section 7.02. Disqualified Bonds. Bonds owned or held by or for the account of the
Authority shall not be deemed Outstanding for the purpose of any consent or other action or any
calculation of Outstanding Bonds provided in this article, and shall not be entitled to consent to or
take any other action provided in this article.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any action taken as hereinabove provided, the Authority may determine that the o
Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and a
in that case upon demand of the Holder of any Outstanding Bonds and presentation of his Bond for Q
such purpose at the office of the State Treasurer, or at such additional offices as the State Treasurer
or any successor trustee may select and designate for that purpose, a suitable notation as to such E
action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, o
in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and o
executed, and in that case upon demand of the Holder of any Outstanding Bonds such new Bonds o
shall be exchanged at the office of the State Treasurer, or at such additional offices as the State m
Treasurer or any successor trustee may select and designate for that purpose, without cost to each
Holder for Bonds then Outstanding upon surrender of such Outstanding Bonds. Q
Section 7.04. Amendment by Mutual Consent. The provisions of this article shall not 4
prevent any Holder 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 7.05. Copies to Rating Agencies. Copies of any modification or amendment to this U-
Indenture, the Lease Purchase Agreement or the Site Lease shall be sent to each Rating Agency at
least 10 days prior to the effective date thereof. o
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ARTICLE VIII _
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EVENTS OF DEFAULT AND REMEDIES OF HOLDERS AND STATE TREASURER
m
Section 8.01. Events of Default. The following events shall be events of default with
respect to the Bonds:
00
0
(a) 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; or
L
(b) if default shall be made in the due and punctual payment of the principal of or
redemption premium, if any, on any Bond when and as the same shall become due and payable,
whether at maturity as therein expressed or by proceedings for redemption; or
I' N
(c) if default shall be made by the Authority in the performance of any of the Q
other agreements or covenants required herein to be performed by the Authority, and such default
shall have continued for a period of sixty (60) days after the Authority shall have been given notice E
in writing of such default by the State Treasurer,or
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(d) if the Authority shall file a petition or answer seeking arrangement or a
reorganization under the federal bankruptcy laws or any other applicable law of the United States of
America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with
or without the consent of the Authority seeking arrangement or reorganization under the federal
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bankruptcy laws or any other applicable law of the United States of America or any state therein, 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 Authority or of the whole or any substantial part of
its property.
Section 8.02. Acceleration of Maturities. Upon the occurrence and continuance of an event M
of default, the State Treasurer may, or shall upon the written request of the Holders of not less than 'o
twenty-five percent(25%) in aggregate principal amount of the Bonds then Outstanding, by notice in a
writing to the Authority, 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 d
become due and payable, anything contained herein or in the Bonds to the contrary notwithstanding. E
This provision, however, is subject to the following conditions: (i) if, at any time after the o
principal of the Bonds then Outstanding shall have been so declared due and payable and before any o
judgment or decree for the payment of the money due shall have been obtained or entered, and (ii) if m
each of the following conditions has occurred or will occur: (a) the Authority shall deposit with the
State Treasurer a sum sufficient to pay all matured interest on all the Bonds and all principal of such o
Bonds matured prior to such declaration, with interest at the rate borne by such Bonds on such r
overdue interest and principal, and the reasonable expenses of the State Treasurer, and(b) any and all d
other defaults known to the State Treasurer(other than in the payment of interest on and principal of ='
the Bonds due and payable solely by reason of such declaration) shall have been made good or cured _
to the satisfaction of the State Treasurer or provision deemed by the State Treasurer to be adequate c
shall have been made therefor, then and in every such case the Holders of not less than twenty-five 'U)
percent (25%) in aggregate principal amount of Bonds then Outstanding, by written notice to the
Authority and to the State Treasurer, may on behalf of the Holders of all such Bonds then C
0.
Outstanding rescind and annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right o
or power consequent thereon. o
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Section 8.03. Application of Funds Upon Acceleration. All moneys in the subaccounts, Co
accounts and funds provided in Sections 2.11, 4.02 and 4.03, and moneys available in the Reserve n cc
Account (which in the case of an acceleration under Section 8.01(c) or (d) shall be limited to a pro
rata share of the Reserve Account determined by calculating the principal amount of any Outstanding Co
Bonds secured by the Reserve Account as a percentage of the principal amount of all outstanding
bonds secured by the Reserve Account), upon the date of the declaration of acceleration by the State
Treasurer as provided in Section 8.02 and all Revenues (other than Revenues on deposit in the
'r Rebate Fund) thereafter received by the Authority hereunder shall be transmitted to the State -Ca
Treasurer and shall be applied by the State Treasurer in the following order:
N
First,to the payment of the costs and expenses of the Holders in providing for the declaration Q
of such event of default, including reasonable compensation to their accountants and counsel, and to
the payment of the costs and expenses of the State Treasurer, if any, in carrying out the provisions of 4)
this article,including reasonable compensation to its accountants and counsel; and
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Second, upon presentation of the several Bonds, and the stamping thereon of the amount of a .
the payment if only partially paid or upon the surrender thereof if fully paid, to the payment of the
whole amount then owing and unpaid upon the Bonds for interest and principal, with interest on the
overdue interest and principal at the rate borne by such Bonds. If such money shall be insufficient to
pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such
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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 8.04. Other Remedies of Holders. Any Holder shall have the right for the equal
benefit and protection of all Holders similarly situated:
>
0
(a) by mandamus or other suit or proceeding at law or in equity to enforce his or a
his rights against the Authority or any member, officer or employee of the Authority, and to compel Q
the Authority or any such member, officer or employee to perform, and carry out his or his duties C
under the Act and the agreements and covenants with the Holders contained herein; E
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(b) by suit in equity to enjoin any acts or things which are unlawful or violate the o
rights of the Holders; or o
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(c) by suit in equity upon the happening of an event of default to require the
Authority and its members, officers and employees to account as the trustee of an express trust. L
0
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Section 8.05. Non-Waiver. Nothing in this article or in any other provision hereof or in the Q
Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to
pay the principal of, redemption premium, if any, and interest on the Bonds to the respective Holders
of the Bonds at the respective dates of maturity or upon prior redemption as provided herein from the
Revenues herein pledged for such payment, or shall affect or impair the right of such Holders, which iz
is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract
embodied herein and in the Bonds.
0
A waiver of any default or breach of duty or contract by any Holder 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 of duty or contract. No delay or omission by any Holder to exercise any °c
right or remedy accruing upon any default or breach of duty or contract shall impair any such right or CO
remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an C
acquiescence therein, and every right or remedy conferred upon the Holders by the Act or by this C.n?
article may be enforced and exercised from time to time and as often as shall be deemed expedient by c
the Holders.
If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned, y
li the Authority and any Holder shall be restored to their former positions, rights and remedies as if
such action,proceeding or suit had not been brought or taken. c
Section 8.06. Actions by State Treasurer, as Attorney-in-Fact. Any action, proceeding or r
suit which any Holder shall have the right to bring to enforce any right or remedy hereunder may be a
brought by the State Treasurer for the equal benefit and protection of all Holders, and the State C
Treasurer is hereby appointed (and the successive Holders, by taking and holding the Bonds issued E
hereunder, shall be conclusively deemed to have so appointed him) the true and lawful attorney-in-
fact of the Holders for the purpose of bringing any such action,proceeding or suit and for the purpose 4
of doing and performing any and all acts and things for and on behalf of the Holders as a class or
classes as may be advisable or necessary in the opinion of the State Treasurer as such attorney-in-
fact.
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Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Holders or the State Treasurer is intended to be exclusive of any other remedy, and each 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 Act or any other law.
ARTICLE IX o
L
DEFEASANCE a
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v
Section 9.01. Discharge of Indenture. E
v
(a) If the Authority shall pay or cause to be paid or there shall otherwise be paid o
to the Holders of all Outstanding Bonds the principal thereof and the redemption premium, if any,
and the interest thereon at the times and in the manner stipulated herein and therein, then the Holders m
of such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as
provided herein, and the agreements, covenants and other obligations of the Authority to the Holders o
of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and
satisfied;provided,however,that the following agreements,covenants and other obligations shall not 4
be discharged and satisfied until such Bonds are paid in full: (i) the obligation of the State Treasurer
to pay or cause to be paid to the Holders of the Bonds all sums due with respect to the Bonds from
such moneys or investments that may have been set aside for such purposes in accordance with Ca
Section 9.01(b); (ii)the obligation of the State Treasurer to register, transfer and exchange Bonds i_
pursuant to Sections 2.06 through 2.09, inclusive; (iii) the obligation of the Authority to a the
p g (...) g tY pay (D
amounts owing to the State Treasurer under Section 6.01, and (iv)the obligation of the Authority to 0
comply with Section 5.04. If the Authority shall discharge the Bonds, as provided above, the State a
Treasurer shall execute and deliver to the Authority all such instruments as may be necessary or o
desirable to evidence such discharge and satisfaction, and the State Treasurer shall pay over or
deliver to the Authority all money or securities held by him pursuant hereto which are not required
for the payment of the principal of,redemption premium,if any, and interest on such Bonds. m
c
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(b) Any Outstanding Bonds 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 c
subsection(a)of this section if:
(1) in case any of such Bonds are to be redeemed on any date prior to
their maturity date, the Authority shall have given to the State Treasurer, in form satisfactory to him,
irrevocable instructions to give a notice of redemption of such Bonds in accordance with the c
provisions of Section 2.03; r,
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(2) there shall have been deposited with the State Treasurer either Q
c
(i) money in an amount which shall be sufficient and/or; E
(ii) Permitted Investments of the type described in clause (i) or a
clause(ii)of the definition of Permitted Investments and which are not subject to redemption prior to
maturity except by the holder thereof(including any such Permitted Investments issued or held in
book-entry form on the books of the Department of the Treasury of the United States of America) or
tax-exempt securities rated AAA or its equivalent by a Rating Agency, the interest on and principal
37
DOCSOC/1777114v7/024665-0025
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7.B.b
of which when paid will provide money which, together with the money, if any, deposited with the
State Treasurer at the same time, shall be sufficient to pay when due the interest to become due on
such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the
principal of and redemption premium,if any, on such Bonds; and,
(3) in the event such Bonds are not by their terms subject to redemption
within the next succeeding sixty (60) days, the Authority shall have given the State Treasurer, in 'o
form satisfactory to him, irrevocable instructions to give, as soon as practicable, a notice to the a
Holders of such Bonds that the deposit required by clause (2) above has been made with the State Q
Treasurer and that such Bonds are 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 E
the principal of and redemption premium, if any,on such Bonds; and o
0
(4) the Authority shall cause to be delivered to the State Treasurer (i) a
report of an independent firm of nationally recognized certified public accountants verifying the m°
sufficiency of the escrow established to pay the Bonds to be defeased in full on the maturity or
redemption date ("Verification"), (ii) an escrow agreement, (iii) an opinion of nationally recognized a
bond counsel to the effect that the Bonds to be defeased are no longer Outstanding under this
Indenture, and (iv) a certificate of discharge of the Trustee with respect to the Bonds defeased; each a
Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the c'
Authority,the State Treasurer. r-
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Section 9.02. Unclaimed Money. If the trustee for the Bonds is a person or entity other U-
than the State Treasurer, anything contained herein to the contrary notwithstanding, any money held
by the trustee for the Bonds in trust for the payment and discharge of any of the Bonds which c
remains unclaimed for two (2) years after the date when such Bonds have become due and payable, a
either at their stated maturity dates or by call for redemption prior to maturity, if such money was o
held by the trustee at such date, or for two (2) years after the date of deposit of such money if o
deposited with the trustee after the date when such Bonds have become due and payable, shall be
repaid by the trustee to the Controller as the absolute property of the State free from trust, and the m
trustee shall thereupon be released and discharged with respect thereto and the Holders shall look in
only to the State for the payment of such Bonds; provided, however, that before being required to
make any such payment, the trustee shall, at the expense of the Authority, cause to be published once o
a week for two (2) successive weeks in a Financial Newspaper a notice that such money remains 71
unclaimed and that, after a date named in such notice, which date shall not be less than thirty (30)
days after the date of the first publication of each such notice, the balance of such money then
unclaimed will be returned to the State.
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ARTICLE X
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MISCELLANEOUS
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Section 10.01. Liability of Authority Limited to Revenues. Notwithstanding anything E
contained herein, the Authority shall not be required to advance any money derived from any source c
of income other than the Revenues as provided herein or from the Reserve Account for the payment a
of principal of,redemption premium, if any,or interest on any of the Bonds or for the performance of
any agreements or covenants herein contained. The Authority may, however, advance funds for any
such purpose so long as such funds are derived from a source legally available for such purpose
without incurring an indebtedness.
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The Bonds are special obligations of the Authority and are payable, as to principal thereof,
any premium upon the redemption of any thereof, and interest thereon solely from the Revenues as
provided herein and the Reserve Account, and the Authority is not obligated to pay them except from
such Revenues and the Reserve Account. All the Bonds are equally secured by a pledge of and
charge and lien upon the Reserve Account and the Revenues, and the Revenues and the Reserve
Account constitute a trust fund for the security and payment of the principal of,redemption premium,
if any, and interest on the Bonds as provided herein. The Bonds are not a general obligation of the 'o
Authority,the State or any of its political subdivisions, and neither the Authority,the State nor any of a
its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any a
funds or properties other than the Revenues and the Reserve Account as provided herein. The Bonds
do not constitute an indebtedness within the meaning f an constitutional or statutory limitation or E
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restriction.
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Section 10.02. Benefits of the Indenture Limited to Parties. Nothing contained herein, c
expressed or implied, is intended to give to any person other than the Authority, the State Treasurer CO
and the Holders any right, remedy or claim under or by reason hereof. Any agreement or covenant
required herein to be performed by or on behalf of the Authority or any member, officer or employee o
thereof shall be for the sole and exclusive benefit of the State Treasurer and the Holders.
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Section 10.03. Successor is Deemed Included in All References to Predecessor. Whenever
herein either the Authority or any member, officer or employee thereof or of the State is named or C
referred to, such reference shall be deemed to include the successor to the powers, duties and c
functions with respect to the administration, control and management of the Facility that are a.
presently vested in the Authority or such member, officer or employee, and all agreements and 3
covenants required hereby to be performed by or on behalf of the Authority or any member, officer 0
or employee thereof shall bind and inure to the benefit of the respective successors thereof whether
so expressed or not. o
C Section 10.04. Execution of Documents by Holders. Any dec laration, request or other
instrument which is permitted or required herein to be executed by Holders may be in one or more m
instruments of similar tenor and may be executed by Holders in person or by their attorneys in
appointed in writing. The fact and date of the execution by any Holder or his attorney of any
declaration, request or other instrument or of any writing appointing such attorney may be proved by CO
the certificate of any notary public or other officer authorized to make acknowledgments of deeds to :
be recorded in the state or territory in which he purports to act that the person signing such a)
declaration, request or other instrument or writing acknowledged to him the execution thereof, or by C
an affidavit of a witness of such execution duly sworn to before such notary public or other officer.
The ownership of any Bonds and the amount,maturity,number and date of holding the same may be c
proved by the registration books relating to the Bonds at the office of the State Treasurer. cv
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Any declaration, request or other instrument or writing of the Holder of any Bond shall bind a
all future Holders of such Bond with respect to anything done or suffered to be done by the Authority
in good faith and in accordance therewith.
Section 10.05. Waiver of Personal Liability. No member, officer or employee of the State a
shall be individually or personally liable for the payment of principal of,redemption premium,if any,
or interest on the Bonds by reason of their issuance, but nothing herein contained shall relieve any
member, officer or employee of the State from the performance of any official duty provided by the
Act or any other applicable provisions of law or hereby.
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Section 10.06. Acquisition of Bonds by Authority. All Bonds acquired by the Authority,
whether by purchase or gift or otherwise, shall be surrendered to the State Treasurer for cancellation.
Section 10.07. Destruction of Cancelled Bonds. The Authority may,by a Written Request of
the Authority, direct the State Treasurer to destroy Bonds which have been cancelled and furnish to
the Authority a certificate of such destruction. ^
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Section 10.08. Content of Certificates. Every Certificate of the Authority with respect to a
compliance with any agreement, condition, covenant or provision provided herein shall include (a)a Q
statement that the person or persons making or giving such certificate have read such agreement,
condition, covenant or provision and the definitions herein relating thereto; (b) a brief statement as to E
the nature and scope of the examination or investigation upon which the statements contained in such c
certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to 0
be made such examination or investigation as is necessary to enable them to express an informed
opinion as to whether or not such agreement, condition, covenant or provision has been complied °m
with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, r
covenant or provision has been complied with. o
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Any Certificate of the Authority may be based, insofar as it relates to legal matters, upon an a
Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of ='
Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is
erroneous, or in the exercise of reasonable care should have known that the same was erroneous.
Any Opinion of Counsel may be based, insofar as it relates to factual matters information with U-
respect to which is in the possession of the Authority, upon a representation by an officer or officers (n,
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of the Authority unless the counsel executing such Opinion of Counsel knows that the representation c
with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the a
exercise of reasonable care should have known that the same was erroneous. c
Section 10.09. Publication for Successive Weeks. Any publication required to be made °ca
hereunder for successive weeks in a Financial Newspaper may be made in each instance upon any m
Business Day of the first week and need not be made on the same Business Day of any succeeding in
week or in the same Financial Newspaper for any subsequent publication, but may be made on
different Business Days or in different Financial Newspapers, as the case may be. o
Section 10.10. Payments on Business Days Only. If an Interest Payment Date or other date
on which interest or principal on the Bonds is due falls on a day that is not a Business Day, payment y
shall be made on the next succeeding Business Day and no additional interest shall accrue on the a
Bonds for the period after the date on which such interest or principal was due.
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Section 10.11. Accounts and Funds; Final Disbursement. Any account or fund required
herein to be established and maintained by the State Treasurer may be established and maintained in a
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the accounting records of the State Treasurer either as an account or a fund, and may, for the
purposes of such accounting records, any audits, thereof and any reports or statements with respect E
thereto, be treated either as an account or a fund; but all such records with respect to all such
accounts and funds shall at all times be maintained in accordance with the Tax Certificates and sound a
accounting practice and with due regard for the protection of the security of the Bonds and the rights
of the Holders.
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After all Bonds and any other amounts owing under this Indenture have been paid in full, the
Authority may, by written request, instruct the State Treasurer, as trustee, to close all funds and
accounts established hereunder. Upon receipt of such request, the Treasurer shall close all funds and
accounts and transfer any amounts remaining therein to the Authority. Any amounts remaining in
any funds or accounts shall be applied by the Authority for any lawful purpose.
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Section 10.12. Article and Section Headings and References. The headings or titles of the 'o
several articles and sections hereof and the table of contents appended hereto shall be solely for a
convenience of reference and shall not affect the meaning, construction or effect hereof. All Q
references herein to "articles" "sections" and other subdivisions or clauses are to the corresponding a)
articles, sections, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," E
"hereto," "herewith" "hereunder" and other words of similar import refer to this Indenture (including o
all Supplemental Indentures) as a whole and not to any particular article, section, subdivision or o
clause hereof.
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Section 10.13. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the Authority or the State o
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Treasurer shall be contra to law,then such agreement or agreements, such covenant or covenants o
contrary �
such portions thereof shall be null and void and shall be deemed separable from the remaining Q
agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the ='
Bonds, and the Holders shall retain all the benefit,protection and security afforded to them under the =
Act or any other applicable provisions of law. The Authority and the State Treasurer hereby declare c
that they would have executed and delivered this.Indenture and each and every other article, section, L
paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of 3
the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections,paragraphs, a
subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or
circumstance may be held to be unconstitutional,unenforceable or invalid. o
Section 10.14. Execution in Several Counterparts. This Indenture may be executed in any
number of counterparts and each of such counterparts shall for all purposes be deemed to be an CO
original; and all such counterparts, or as many of them as the Authority and the State Treasurer shall in
preserve undestroyed, shall together constitute but one and the same instrument.
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Section 10.15. Governing Law; Venue. The laws of the State of California shall govern this
Indenture, the interpretation thereof and any right or liability arising hereunder. Any action or m
proceeding to enforce or interpret any provision of this Indenture shall be brought, commenced or
prosecuted in Sacramento County, California. as
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SBJPFA 2016 SERIES A
INDENTURE
IN WITNESS WHEREOF, THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY, has caused this Indenture to be signed in the name by its Chairperson, and THE
TREASURER OF THE STATE OF CALIFORNIA, in token of his acceptance of the trusts created
hereunder, has caused this Indenture to be signed by one of his duly authorized deputies, all as of the
day and year first above written. --
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SAN BERNARDINO JOINT POWERS FINANCING a
AUTHORITY
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By. o
R. Carey Davis
Chairperson m
TREASURER OF THE STATE OF CALIFORNIA, ��°,
as trustee
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By:
Deputy Treasurer ;L
For California State Treasurer John Chiang L
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EXHIBIT A
FORM OF 2016A BOND
UNLESS THIS BOND IS PRESENTED B Y AN A UTHORIZED REPRESENTATIVE OF THE DEPOSITORY >
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR o
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN +,
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO a=i
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY 3
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY o
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO., HAS AN p
INTEREST HEREIN.
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No. RA- $ m
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SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY a
LEASE REVENUE REFUNDING BOND
(ROSA PARKS MEMORIAL STATE OFFICE BUILDING) S
2016 SERIES A
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NEITHER FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE STATE OF L
CALIFORNIA IS PLEDGED, AND THE GENERAL FUND OF THE STATE OF CALIFORNIA, 3
IS NOT LIABLE, FOR THE PAYMENT OF THE PRINCIPAL OF, OR REDEMPTION c
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PREMIUM, IF ANY, OR INTEREST ON THIS 2016 SERIES A BOND AND NO TAX IS =
PLEDGED TO PAY THE PRINCIPAL OF, OR REDEMPTION PREMIUM, IF ANY, OR
INTEREST ON THIS 2016 SERIES A BOND. NEITHER THE PAYMENT OF THE PRINCIPAL °c
OF OR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION m
OF THE STATE OF CALIFORNIA, THE CITY OF SAN BERNARDINO OR THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO cn
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Interest Maturity Dated
Rate Date Date CUSIP
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%
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REGISTERED OWNER: CEDE&CO. N
PRINCIPAL SUM: DOLLARS a
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The SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY, a joint exercise of L
powers entity, duly organized and existing under and pursuant to the laws of the State of California
i' (the "Authority"), for value received, promises to pay (but only out of the Revenues referred to a
below) to the registered owner specified above or registered assigns on the maturity date specified
above (subject to any right of prior redemption provided for) the principal sum specified above,
together with interest thereon from the date hereof until the principal of this Bond(as defined below)
shall have been paid, at the interest rate per annum specified above, payable on April 1, 2017, and
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semiannually thereafter on October 1 and April 1 in each year (each an "Interest Payment Date").
Interest due on or before the maturity or prior redemption of this Bond shall be payable in lawful
money of the United States of America only by check mailed to the registered owner hereof as of the
close of business on the fifteenth (15th) day of the calendar month (whether or not a Business Day)
next preceding each Interest Payment Date or in the manner provided for in the Representation Letter
(as defined in the Indenture defined below). The principal and redemption premium, if any, shall be
payable only on maturity or prior redemption of this Bond in lawful money of the United States of o
America upon surrender of this Bond at the office of the Treasurer of the State of California in a
Sacramento, California(the"State Treasurer"),the trustee for the 2016A Bonds (as defined below). Q
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This Bond is one of a duly authorized issue of bonds of the Authority designated as the "San 3
Bernardino Joint Powers Financing Authority Lease Revenue Refunding Bonds (Rosa Parks o
Memorial State Office Building) 2016 Series A" (the "2016A Bonds") in the aggregate principal o
amount of Dollars ($ ) and is issued under c
and pursuant to the provisions of Chapter 5, Division 7, Title 1 of the California Government Code, °m
including Article 4 thereof and all laws amendatory thereof or supplemental thereto (the "Act") and
under and pursuant to the provisions of an indenture, dated as of November 15, 2016 (the o
"Indenture"), between the Authority and the State Treasurer(copies of which are on file at the office
of the Executive Director of the Authority and at the office of the State Treasurer). Capitalized terms a
not defined herein shall have the meanings set forth in the Indenture.
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The 2016A Bonds are issued to provide funds to refinance the acquisition, installation and c
construction of all or a portion of certain State office building and related parking facility projects y
located in the City of San Bernardino,California and leased to the Department of General Services of 3
the State of California, as agent for the Department of Transportation of the State of California p
("Caltrans"), and Caltrans, by refunding and defeasing the Authority's outstanding Lease Revenue a
Bonds (State of California Department of Transportation Lease) 1995 Series A (the "1995 Bonds"), o
to fund a Reserve Account, and to pay the costs of issuance of the 2016A Bonds. The 2016A Bonds o
are special obligations of the Authority and are payable, as to principal thereof, an y p remium upon on
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the redemption thereof, and interest thereon, solely from the Revenues and amounts on deposit in the
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funds and accounts (except the Rebate Fund) related to the 2016A Bonds established by the cn
Indenture (collectively, the "Funds"), consisting primarily of Base Rental paid by Caltrans to the
Authority for the use of the Facility, so long as the Facility is available for use and occupancy by
Caltrans, and the Authority is not obligated to pay the principal of, redemption premium, if any, or
interest on the 2016A Bonds except from the Revenues and the Funds as provided in the Indenture.
The 2016A Bonds are equally and ratably secured in accordance with the terms and conditions of the
Indenture by a pledge of and charge and lien upon the Revenues and the Funds as provided in the
Indenture, and the Revenues and the Funds as provided in the Indenture constitute a trust fund for the
security and payment of the principal of, redemption premium, if any, and interest on the 2016A cv
Bonds.
Neither the full faith and credit of the Authority nor the State of California is pledged, and the W
General Fund of the State of California is not liable for the payment of the principal of, redemption
premium, if any, or interest on the 2016A Bonds, and no tax shall ever be levied or collected to pay
the principal of, redemption premium, if any, or interest on the 2016A Bonds. The 2016A Bonds are Q
not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority,
nay of its members or the State of California, or any of their income or receipts except the Revenues
and the Funds as provided in the Indenture. None of the Authority, the Department of General
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Services of the State of California or Caltrans has any power at any time or in any manner to pledge
the credit or taxing power of the State. The Authority has no taxing power.
Additional Bonds may be issued which will be secured by Revenues on a parity with the
2016A Bonds (collectively, the "Bonds") and may (but need not)be secured on a parity by amounts
on deposit in the Reserve Account or may be secured by a separate reserve account securing only the
Additional Bonds, but only subject to the conditions and upon compliance with the procedures set 'o
forth in the Indenture. Proceeds of Additional Bonds shall be applied solely for the purpose of a
(i)financing or refinancing the design and/or construction of all or a portion of the Project, a
(ii)refunding any Series of Bonds then Outstanding, (iii) payment of all costs incidental to or C
connected with any Additional Bonds issued in accordance with (i) or(ii) above, and/or(iv) making E
deposits into the Reserve Account or a separate reserve account securing the Additional Bonds. a
Reference is hereby made to the Act and to the Indenture and any and all amendments thereof and o
supplements thereto for a description of the terms on which the 2016A Bonds are issued, the o
provisions with regard to the nature and extent of the Revenues, and the rights of the registered m
owners of the 2016A Bonds; and all the terms of the Act and the Indenture are hereby incorporated
herein and constitute a contract between the Authority and the registered owner of this Bond, to all o
the provisions of which the registered owner of this Bond,by acceptance hereof, agrees and consents. 5
Each registered owner hereof shall have recourse to all the provisions of the Act and the Indenture a
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and shall be bound by all the terms and conditions thereof.
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The Authority has agreed and covenanted that, for the payment of the principal of, _
redemption premium, if any, and interest on this Bond and all other 2016A Bonds authorized by the U.
Indenture when due,
there has been created and will be maintained by the State Treasurer a special 3
fund into which all Revenues (other than deposits to the Rebate Fund created by the Indenture) shall O
be deposited, and as an irrevocable charge the Authority has allocated such Revenues solely to the
!' payment of the principal of, redemption premium, if any, and interest on the 2016A Bonds and any o
Additional Bonds issued under the Indenture, and the Authority will pay promptly when due the c
principal of, redemption premium, if any, and interest on this Bond and all other 2016A Bonds and "a
Additional Bonds authorized by the Indenture out of said special fund, all in accordance with the Co
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terms and provisions set forth in the Indenture. in
Extraordinary Redemption from Insurance and Condemnation Proceeds. The 2016A Bonds o
are subject to redemption prior to their respective maturity dates, at the option of the Authority, on 7T-
any date, as a whole or in part, from certain proceeds of insurance or proceeds of eminent domain
proceedings, upon the terms and conditions of, and as provided in, the Indenture, at the principal
amount thereof together with accrued interest to the date fixed for redemption,without premium. a
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No Optional Redemption. The 2016A Bonds shall not be subject to optional redemption
prior to their respective maturity dates.
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If less than all Outstanding Bonds are to be redeemed at any one time from the proceeds of 0
!I insurance or eminent domain proceedings,the State Treasurer shall select such Bonds to be redeemed E
from each maturity on a proportionate basis; provided that within each maturity such Bonds shall be
selected by lot. If less than all Outstanding Bonds are to be redeemed at any one time, other than q
from the proceeds of insurance or eminent domain proceedings, the State Treasurer shall select such
Bonds to be redeemed from each maturity his discretion; provided that within each maturity such
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Bonds shall be selected by lot.
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As provided in the Indenture, notice of redemption of this Bond shall be given not less than
thirty (30) days nor more than sixty (60) days before the redemption date to the registered owner
hereof. If notice of redemption has been duly given as aforesaid and money for the payment of the
above-described redemption price is held by the State Treasurer, then this Bond shall, on the
redemption date designated in such notice, become due and payable at the above-described
redemption price; and from and after the date so designated interest on this Bond shall cease to
accrue and the registered owner of this Bond shall have no rights with respect hereto except to 0
receive payment of the redemption price hereof. a
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If an event of default, as defined in the Indenture, shall occur, the principal of the Bonds may m
be declared due and payable upon the conditions, in the manner and with the effect provided in the 3
Indenture; except that the Indenture provides that in certain events such declaration and its o
consequences may be rescinded by the registered owners of at least twenty-five percent (25%) in o
aggregate principal amount of the Bonds then Outstanding. o
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This Bond is transferable only on a register to be kept for that purpose at the office of the
State Treasurer by the registered owner hereof in person or by a duly authorized attorney, but only at o
the times and upon payment of the charges provided in the Indenture, and upon surrender of this 5
Bond together with a written instrument of transfer satisfactory to the State Treasurer duly executed ac
by the registered owner or a duly authorized attorney, and thereupon a new fully registered 2016A S
Bond or new fully registered 2016A Bonds of Authorized Denominations in the same aggregate c
principal amount will be issued to the transferee in exchange therefor. The Authority and the State c
Treasurer may deem and treat the registered owner hereof as the absolute owner hereof for the "-
purpose of receiving payment of the principal hereof, redemption premium, if any, and interest 3
hereon and for all other purposes, whether or not this Bond shall be overdue, and neither the C
Authority nor the State Treasurer shall be affected by any notice or knowledge to the contrary; and a
payment of the principal of, redemption premium, if any, and interest on this Bond shall be made o
only to such registered owner, which payments shall be valid and effectual to satisfy and discharge c
liability on this Bond to the extent of the sum or sums so paid. :a
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The rights and obligations of the Authority and of the registered owners of the Bonds may be y
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 any Bond or reduce the interest rate thereon or o
otherwise alter or impair the obligation of the Authority to pay the principal hereof or any premium y
payable on the redemption of any Bond or interest thereon at the time and place and at the rate and in
the currency provided in the Indenture without the express written consent of the registered owner of
such Bond, or (2)permit the creation by the Authority of any pledge of or charge or lien upon the
Revenues superior to or on a parity with the pledge, charge and lien created by the Indenture for the 5
benefit of the Bonds, or (3)reduce the percentage of Bonds required for the written consent to an c•,
amendment of the Indenture, or (4)modify any rights or obligations of the State Treasurer without Q
his prior written assent thereto; all as more fully set forth in the Indenture.
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If an Interest Payment Date or other date on which interest or principal on this Bond is due
falls on a day that is not a Business Day, payment shall be made on the next succeeding Business
Day and no additional interest shall accrue on this Bond for the period after the date on which such a
interest or principal was due.
This Bond is not a general obligation of the Authority, the State of California or any of its
political subdivisions, and neither the State of California nor any of its political subdivisions is liable
A-4
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7.B.b
hereon. The 2016A Bonds do not constitute an indebtedness or a debt, liability or obligation of the
Authority, the State of California or any political subdivision thereof within the meaning of any
constitutional or statutory debt limitation or restriction. Neither the Authority nor any member,
officer or employee thereof nor any persons executing the 2016A Bonds shall be personally liable on
the 2016A Bonds by reason of their issuance.
This Bond shall not be entitled to any benefit, protection or security under the Indenture or o
become valid or obligatory for any purpose until the certificate of authentication and registration Q
hereon endorsed shall have been executed and dated by the State Treasurer or his deputy. This Bond a
is nonnegotiable in that it is transferable only on the register of the State Treasurer. Neither the
payment of the principal nor any part of the principal, nor any interest on the principal, nor E
redemption premium, if any, constitutes a debt or general obligation of the State of California. o
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It is hereby certified that all acts, conditions and things required by law to exist, to have c
happened and to have been performed precedent to and in the issuance of this Bond do exist, have m
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 Authority, does not exceed any limit o
prescribed by the Constitution or laws of the State of California and is not in excess of the amount of r
bonds permitted to be issued under the Indenture. a
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DOCSOC/1777114v7/024665-0025
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7.B.b
IN WITNESS WHEREOF, the San Bernardino Joint Powers Financing Authority has caused
this Bond to be executed in its name and on its behalf by the facsimile signature of the Chairperson
and countersigned by the facsimile signature of the Secretary of said Authority, all as of the dated
date specified above.
SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY °
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By aci
Chairperson E
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COUNTERSIGNED:
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Secretary o
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[FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION]
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This is one of the Bonds described in the within-mentioned Indenture and Supplemental
Indenture which has been authenticated and registered on ,20_. "v,
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TREASURER OF THE STATE OF CALIFORNIA, a°
as trustee =
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By m
Deputy Treasurer c
For California State Treasurer John Chiang in
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[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints , attorney, to transfer
the within bond on the books kept for registration thereof, with full power of substitution in the c
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premises. a
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Dated: E
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NOTE: The signature to this assignment must correspond with the name as written upon the 0
face of the bond in every particular,without alteration or enlargement or any change
whatsoever. 0
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Signature Guaranteed:
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NOTICE: The signature must be guaranteed by a member of the New York Stock Exchange or =
a commercial bank or trust company. L
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EXHIBIT B
DESCRIPTION OF PROJECT
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Stradling Yocca Carlson &Rauth
Draft of 10124116
RECORDING REQUESTED BY ) >
AND WHEN RECORDED MAIL TO: ) 0
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STRADLING YOCCA CARLSON&RAUTH )
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660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attention: Robert J. Whalen,Esq. )
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[Space above for Recorder's use]
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AMENDED AND RESTATED LEASE PURCHASE AGREEMENT
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by and between the =_
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SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY, c
as Lessor tL
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and o.
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DEPARTMENT OF GENERAL SERVICES c
OF THE STATE OF CALIFORNIA
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as agent for the N
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DEPARTMENT OF TRANSPORTATION
OF THE STATE OF CALIFORNIA,
as Lessees
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Dated as of November 15,2016
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(ROSA PARKS MEMORIAL STATE OFFICE BUILDING) c
(SAN BERNARDINO COUNTY)
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NO DOCUMENTARY TRANSFER TAX DUE.
This Amended and Restated Lease Purchase
Agreement is recorded for the benefit of the State of
California and is exempt from California documentary E
transfer tax pursuant to Section 11928 of the
California Revenue and Taxation Code and from Y
recording fees pursuant to Sections 6103 and 27383 of a
the California Government Code. Lease term less than
35 years. E
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DEPARTMENT OF GENERAL SERVICES �w
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Table of Contents
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SECTION1. Definitions..................................................................................................................... l
SECTION2. Purpose and Term.........................................................................................................3 E
SECTION 3. Rental 3 U
SECTION 4. Refinancing the Project.................................................................................................5 °
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SECTION 5. Maintenance,Utilities,Taxes and Assessments...........................................................5
SECTION 6. Changes to the Facility..................................................................................................5 m°
SECTION7. Insurance.......................................................................................................................6
SECTION 8. Breach 7 L
..........................................................................................................................
SECTION 9. Eminent Domain °
SECTION10. Right of Entry.............................................................................................................11 a
SECTION 11. Liens; Prohibitions Against Encumbrance..................................................................11
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SECTION 12. Quiet Enjoyment
SECTION 13. Title and Jurisdiction to Facility.................................................................................11
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SECTION 14. Option to Purchase......................................................................................................12 U-
SECTION 15. Status of Private Activity Use of the Facility 12 L
SECTION 16. Tax Covenants............................................................................................................12 3
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SECTION 17. Continuing Disclosure ...............................12 °
SECTION18. Law Governing...........................................................................................................13
SECTION 19. Notices °
SECTION 20. Validity and Severability °
SECTION21. Waiver.........................................................................................................................13 m
SECTION22. Net Lease ....................................................................................................................13
SECTION 23. Section Headings
SECTION24. Amendment.................................................................................................................14 c
SECTION25. Execution....................................................................................................................14
SECTION26. No Merger...................................................................................................................14
SECTION27. Binding Effect.............................................................................................................14 E
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Signatures L
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SCHEDULE I Schedule of Base Rental Payments............................................................................I-1
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EXHIBIT A LEGAL DESCRIPTION OF SITE...........................................................................A-1 a
'!. EXHIBIT B DESCRIPTION OF PROJECT.................................................................................B-1
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AMENDED AND RESTATED LEASE PURCHASE AGREEMENT
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THIS AMENDED AND RESTATED LEASE PURCHASE AGREEMENT, dated as of Q
November 15, 2016 (the "Amended and Restated Lease Purchase Agreement"), by and between the
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY (the "Authority"), as lessor, E
and the DEPARTMENT OF GENERAL SERVICES OF THE STATE OF CALIFORNIA (the o
"Department"), as agent for the DEPARTMENT OF TRANSPORTATION OF THE STATE OF o
CALIFORNIA ("Caltrans"), and CALTRANS, as lessees, amends and restates in its entirety that o
certain unrecorded Lease Purchase Agreement by and between the Authority, as lessor, and the m
Department, as agent for Caltrans, and Caltrans as lessees, dated as of December 1, 1995, as y
evidenced by that Memorandum of Lease Purchase Agreement recorded in the official records of the o
County on January 4, 1996 as Instrument No. 96-002151 (together, the "Original Lease Purchase
Agreement"); a
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WITNESSETH:
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WHEREAS, in order to finance certain costs of the Project (as defined herein), the Authority
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issued its 1995 Lease Revenue Bonds (State of California Department of Transportation Lease) (the 3
"1995 Bonds"), pursuant to the terms of a trust agreement dated as of December 1, 1995 (the "Prior a°.
Trust Agreement") by and between the Authority and the Treasurer of the State of California, as
trustee; and -°
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WHEREAS, to secure the payment of the 1995 Bonds, the Authority, as lessor, and the m
Department, as agent for Caltrans, and Caltrans entered into the Original Lease Purchase Agreement,
pursuant to which Caltrans has been obligated to make lease payments to the Authority; and in
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WHEREAS, the Authority desires to defease the 1995 Bonds with certain funds held under
the Prior Trust Agreement and a portion of the proceeds of the issuance and sale of the Authority's
Lease Revenue Refunding Bonds (Rosa Parks Memorial State Office Building) 2016 Series A (the
"Bonds") as authorized by the Act (as defined herein), which Bonds will be secured, in part, by the E
Base Rental payments to be made under this Amended and Restated Lease Purchase Agreement; and d
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WHEREAS, to facilitate the defeasance of the 1995 Bonds through the issuance of the N
Bonds, the Authority, the Department and Caltrans desire to amend and restate the Original Lease t
Purchase Agreement as set forth herein and have determined that such amendment and restatement of
the Original Lease Purchase Agreement will not materially adversely affect the owners of the 1995
Bonds in that upon the execution and delivery of this Amended and Restated Lease Purchase Cn
Agreement, the 1995 Bonds will be defeased in full in accordance with the terms of the Prior Trust
Agreement; and
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NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the 0
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parties hereto agree as follows: Q
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SECTION 1. Definitions.
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Unless the context otherwise requires,the terms defined in this Section shall, for all purposes
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of this Amended and Restated Lease Purchase Agreement, have the meanings below. All defined E
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terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture
(defined below). o
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The term "Act" means Chapter 5, Division 7, Title 1 of the California Government Code Q
(commencing with Section 6500) and all laws amendatory thereof or supplemental thereto.
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The term "Additional Rental"means the additional rental payments payable by Caltrans to or o
upon the order of the Authority pursuant to Section 3(b) and Section 5(b) hereof for the purposes o
described in such Sections. c
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The term "Authority" means the San Bernardino Joint Powers Financing Authority, a joint Y
exercise of powers authority duly organized and operating pursuant to Article 1 (commencing with o
Section 6500)of Chapter 5, Division 7,Title 1 of the California Government Code.
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The term "Base Rental"means the base rental payments payable by Caltrans to the Authority
pursuant to Section 3(a)in order to pay the principal of and interest on the Bonds.
The term"Bonds"is defined in the third"Whereas"clause above. LL
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The term "Business Day" means a day of the year other than a Saturday or Sunday or a day o
on which the State of California offices or banking institutions located in the State of California are a
required or authorized to remain closed.
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The term "Continuing Disclosure Agreement" means that certain Continuing Disclosure 0
Agreement between Caltrans and the State Treasurer, dated the date of issuance and delivery of the m
Bonds.
The term "Facility" means the Site and the Project. The Facility is located at: 464 West 4ffi CO
Street, San Bernardino,California 92401, as more fully described in Exhibit A hereto.
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The term "Indenture" means the Indenture dated as of November 15, 2016, by and between 0
the Authority and the State Treasurer, as said Indenture may from time to time be amended or E
supplemented pursuant to the provisions thereof.
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The term"Permitted Encumbrances"means as of any particular time: (1) liens for general ad N
valorem taxes and assessments, if any, not then delinquent; (2) this Amended and Restated Lease
Purchase Agreement, as they may be amended from time to time; (3) easements, rights of way,
mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions, all a
of a non-monetary nature, which exist of record as of the date of issuance of the Bonds; and (4)
easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, _J
conditions or restrictions, all of a non-monetary nature, established following the date of issuance of
the Bonds and to which the Authority consents in writing.
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The term"Prior Trust Agreement" is defined in the first"Whereas"clause above. Q
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The term "Project" means the buildings, structures, works and related improvements a
constructed on the Site, as more particularly described in Exhibit B hereto, and any and all additions,
betterments, extensions and improvements thereto. °'
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The term "Site" means that certain real property on which the Project is located, as more
particularly described in Exhibit A to this Amended and Restated Lease Purchase Agreement. o
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The term"State"means the State of California. Q
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The term "State Treasurer" means the Treasurer of the State of California, or his successor, E
acting as trustee under and pursuant to the Indenture. o
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The term"1995 Bonds" is defined in the first"Whereas"clause above.
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SECTION 2. Purpose and Term.
The Authority leases the Facility to the Department, as agent for Caltrans, and Caltrans, and z
the Department, as the agent for Caltrans, and Caltrans, leases the Facility from the Authority on the Q
terms and conditions hereinafter set forth and subject to all easements, encumbrances and restrictions
of record as of the date hereof. Caltrans agrees and covenants during the term of this Amended and
Restated Lease Purchase Agreement that, except as hereinafter provided, it will use the Facility only
as part of a State office building and related parking facility to afford the public the benefits u.
contemplated by the Act, and by this Amended and Restated Lease Purchase Agreement and so as to
permit the Authority to carry out its agreements and covenants contained in the Indenture and further o
agrees that it will not abandon the Facility. a
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The term of this Amended and Restated Lease Purchase Agreement commenced on January n
4, 1996, and shall end on October 1, 2020, unless such term is extended or sooner terminated as °c
hereinafter provided. If on October 1, 2020, the Bonds or other indebtedness incurred by the m
Authority to pay for the Project are not fully paid and retired as a result of the Base Rental set forth
on Schedule I not being paid when due, or as a result of the Base Rental payable hereunder having N
been abated at any time and for any reason, then the term of this Amended and Restated Lease o
Purchase Agreement shall be extended until the date upon which all Bonds and other indebtedness
outstanding as a result of the nonpayment of such Base Rental are fully paid and retired, except that
the term of this Amended and Restated Lease Purchase Agreement shall in no event be extended
beyond December 1, 2094. If, prior to October 1, 2020, the Bonds and other indebtedness of the
Authority payable from the Base Rental shall have been fully paid and retired, then the term of this a,
Amended and Restated Lease Purchase Agreement shall end simultaneously therewith.
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SECTION 3. Rental.
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Caltrans agrees to pay to the State Treasurer on behalf of the Authority or its successors or y
assigns, without deduction or offset of any kind (except as set forth in Section 3(g) below), as rental
for the use and occupancy of the Facility,the following amounts at the following times: -�
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(a) Base Rental. In order to allow the Authority to pay the principal of and interest on
the Bonds when due, subject to the provisions of Section 3(g) below, Caltrans shall pay to the State a
Treasurer, for the account of the Authority, Base Rental hereunder in the semiannual installments set
forth on the attached Schedule I. Such Base Rental shall be due and payable on or before March 15
and September 15 in each year through September 15, 2020 and the first Base Rental installment will a
be due on March 15, 2017. If any date for the payment of Base Rental is not a Business Day, such
Base Rental shall be paid on the next succeeding Business Day. The payments of the Base Rental E
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due on March 15 and September 15 of a calendar year as set forth in the attached Schedule I shall be
for the right to the use and occupancy of the Facility for the preceding six-month period. 0.
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(b) Additional Rental. In addition to any amounts payable by Caltrans pursuant to a
Section 5(b) hereof, Caltrans shall pay to or upon the order of the Authority as Additional Rental C
hereunder such reasonable amounts in each year as shall be required by the Authority for the E
payment of all administrative costs and other expenses of the Authority in connection with the o
Facility, including all expenses, compensation and indemnification of the State Treasurer payable by o
the Authority under the Indenture, fees of accountants, fees of the Attorney General and other o
attorneys, litigation costs, insurance premiums and all other necessary costs of the Authority and the CO
'? State Treasurer or charges required to be paid by them in order to comply with the terms of the Act,
the Indenture or the Bonds. Such Additional Rental shall be billed by the Authority or the State
Treasurer from time to time, together with a statement certifying that the amount so billed has been
paid by the Authority or by the State Treasurer on behalf of the Authority for one or more of the a
items above described, or that such amount is then payable by the Authority or the State Treasurer on
behalf of the Authority for such items. Amounts so billed shall be due and payable by Caltrans a
within thirty(30)days after receipt of the bill by Caltrans.
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(c) Total Rental. Such payments of Base Rental and Additional Rental for each rental
payment period during the term of this Amended and Restated Lease Purchase Agreement shall n0
constitute the total rental for such rental payment period, and shall be paid by Caltrans in each rental
payment period for and in consideration of the right to the use and occupancy, and the continued o
quiet enjoyment, of the Facility during each such rental payment period for which such rental is paid. o
The parties hereto have agreed and determined that the amount of such total rental is consistent with
and does not exceed the fair rental value of the Facility. In making such determination,consideration m
has been given to the costs of the acquisition, installation and construction of the Project to be in
refinanced by the Authority with the proceeds of the Bonds, other obligations of the parties under this
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Amended and Restated Lease Purchase Agreement, the uses and purposes which may be served by
the Facility and the benefits therefrom which will accrue to Caltrans and the general public. ="
(d) Payment Terms. Each installment of rental payable hereunder shall be paid in lawful E
money of the United States of America to or upon the order of the Authority in Sacramento, L
California, or such other place as the Authority shall designate. Any such installment of rental a
accruing hereunder which shall not be paid when due shall bear interest at the legal rate of interest y
per annum at which judgments for money in the State bear interest from the date when the same is
due hereunder until the same shall be paid. Notwithstanding any dispute between the Authority and
Caltrans, Caltrans shall make all rental payments when due without deduction or offset of any kind a.
and shall not withhold any rental payments pending the final resolution of such dispute. U)
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(e) Covenant to Budget. Caltrans covenants to take such action as may be necessary to
include or cause to be included all such rental payments due hereunder in that portion of the annual
budget of the State related to Caltrans and to make or cause to be made the necessary annual E
allocations for all such rental payments. The covenants on the part of Caltrans herein contained shall a
be deemed to be and shall be construed to be duties imposed bylaw and it shall be the duty of each
and every public official of Caltrans to take such action and do such things as are required by law in a
the performance of the official duty of such officials to enable Caltrans to carry out and perform the
agreements and covenants in this Amended and Restated Lease Purchase Agreement agreed to be E
0 carried out and performed by Caltrans. s
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(f) Order of Payments. All rental payments received shall be applied first to the Base
Rental due hereunder and thereafter to all Additional Rental due hereunder, but no such application o
of any payments which are less than the total rental due and owing shall be deemed a waiver of any 0.
default hereunder. a
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(g) Rental Abatement. The rental shall be abated proportionately during any period in E
which, by reason of any damage or destruction (other than by eminent domain which is provided for o
in Section 9 of this Amended and Restated Lease Purchase Agreement), or title defect in the Site, o
there is substantial interference with the use and occupancy of the Facility or any portion thereof by o
Caltrans. Such abatement shall continue for the period commencing with such damage or destruction m
or title defect and ending when such use and occupancy are restored. Caltrans waives the benefits of
California Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this
Amended and Restated Lease Purchase Agreement by virtue of any such damage or destruction. Z
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SECTION 4. Refinancing the Project. c
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The Authority agrees to use the proceeds of the Bonds to refinance the costs of the c
acquisition, installation and construction of the Project and certain related costs, including payment U-
of all costs incidental to or connected with such acquisition, installation and construction, by using 3
the proceeds of the Bonds, together with certain amounts held under the Prior Trust Agreement, to 0
defease all of the outstanding 1995 Bonds, to fund the Reserve Account Requirement and to pay the a
costs of issuance related to the Bonds. o
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SECTION 5. Maintenance,Utilities.Taxes and Assessments. .
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(a) During such time as Caltrans is in possession of the Facility, all maintenance and N
repair, both ordinary and extraordinary, of the Facility shall be the sole responsibility of Caltrans,
which shall at all times maintain or otherwise arrange for the maintenance of the Facility in good c
condition, and Caltrans shall pay for or otherwise arrange for the payment of all utility services y
supplied to the Facility and shall pay for or otherwise arrange for the payment of the costs of the
repair and replacement of the Facility resulting from ordinary wear and tear or want of care on the E
part of Caltrans or any other cause and shall pay for or otherwise arrange for the payment of all
insurance policies required to be maintained with respect to the Facility. In exchange for the rentals a
herein provided,the Authority agrees to provide only the Facility.
(b) Caltrans shall also pay to or upon the order of the Authority as Additional Rental
hereunder, such amounts, if any, in each year as shall be required by the Authority for the payment of a
all taxes and assessments of any type or nature assessed or levied by any governmental agency or y
entity having power to levy taxes or assessments charged to the Authority or the State Treasurer
affecting or relating to the Facility or the respective interests or estates therein, or the amount of
rentals received by the Authority hereunder.
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SECTION 6. Changes to the Facility. E
At its sole cost and expense, Caltrans shall have the right during the term of this Amended
and Restated Lease Purchase Agreement to make additions,betterments, extensions or improvements Q
to the Facility or to attach fixtures, structures or signs to the Facility if such additions, betterments,
extensions or improvements or fixtures, structures or signs are necessary or beneficial for the use of E
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the Facility by Caltrans; provided, however, that any such changes to the Facility shall be made in a
' manner that does not result in an abatement of Base Rental hereunder. o
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SECTION 7. Insurance. Q
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(a) Caltrans shall maintain or cause to be maintained (i) fire, lightning and extended E
coverage insurance on the Facility which shall be in the form of a commercial property policy in an o
amount equal to one hundred percent (100%) of the then current replacement cost of the Facility, o
excluding the replacement cost of the unimproved real property constituting the Site (except that o
such insurance may be subject to a deductible clause of not to exceed Two Million Dollars m
($2,000,000) for any one loss), and (ii) earthquake insurance (if, in the sole discretion of Caltrans, �1
such insurance is available on the open market from reputable insurance companies at a reasonable o
cost)on any structure comprising part of the Facility in an amount equal to the full insurable value of
such structure or the principal amount of all Outstanding Bonds, whichever is less (except that such Q
insurance may be subject to a deductible clause of not to exceed Two Million Dollars ($2,000,000) c
for any one loss). The extended coverage endorsement shall, as nearly as practicable, cover loss or
damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke, vandalism and malicious c
mischief and such other hazards as are normally covered by such endorsement. Each such policy of L
insurance shall be in a form satisfactory to the State Treasurer and shall contain a clause making all
losses payable to the Authority, the State Treasurer a�d Caltrans, as their interests may appear, and o0
all proceeds thereof shall be paid over to the party contractually responsible for making repairs of
casualty damage or to the Authority to redeem the Bonds as hereinafter provided. o
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In the event of any damage to or destruction of the Facility caused by the perils
covered by the insurance described in the preceding paragraph, or in the event of a loss of use of all m
or a portion of the Facility due to a title defect for which the Authority or Caltrans has obtained any
title insurance, the proceeds of such insurance shall be utilized, in the discretion of the Authority,
with the consent of Caltrans, either (i) to redeem Outstanding Bonds to the extent possible and in
accordance with the provisions of the Indenture, but only if the Base Rental payments due after such
a redemption together with other Revenues available under the Indenture would be sufficient to retire
the Bonds then Outstanding in accordance with their terms, or (ii) for the repair, reconstruction or E
replacement of the Facility to the end that the Facility shall be restored to at least the same condition L
that it was in prior to such damage, destruction or loss of use. If the Authority so elects to repair, 0)
reconstruct or replace the Facility, it shall do so with all practicable dispatch in an expeditious N
manner and in conformity with the law so as to complete the same as soon as possible. Any balance
of such proceeds not required for such repair, reconstruction or replacement shall be transferred to U
the State Treasurer and treated as Revenues and applied in the manner provided in Section 4.03 of n.
the Indenture. N
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(b) Caltrans shall maintain or cause to be maintained rental interruption insurance or use
and occupancy insurance to cover loss, total or partial, of the use of the Facility as a result of any of c
the hazards covered by the insurance required by subsection(a) of this Section in an amount not less
than the succeeding two (2) consecutive years' Base Rental. Any such insurance policy shall be in a a
form satisfactory to the State Treasurer and shall contain a loss payable clause making any loss M
thereunder payable to the State Treasurer. Any proceeds of such insurance shall be used by the State a
Treasurer to reimburse Caltrans for any rental theretofore paid by Caltrans under this Amended and
Restated Lease Purchase Agreement for a period of time during which the payment of rental E
hereunder is abated, and any proceeds of such insurance not so used shall be applied as provided in r
Section 4.03 of the Indenture to the extent required to pay annual debt service on the Bonds or shall
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' be applied as provided in the Indenture to the extent required to pay administrative costs of the
Authority in connection with the Facility. o
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(c) Caltrans shall maintain or cause to be maintained public liability insurance with Q
limits of not less than Three Million Dollars ($3,000,000) per occurrence for bodily injury and
property damage combined to protect Caltrans, the Authority, the State Treasurer and the officers, E
agents and employees of each from all direct or contingent loss or liability for damages from bodily o
injury or death occasioned by reason of the operation or condition of the Facility. The public liability o
insurance may be subject to a deductible clause of not to exceed Five Hundred Thousand Dollars o
($500,000). The public liability insurance required b this subsection (c) may be effected and shall m
be excess over any other policies covering the Facility issued to the party contractually responsible
for the maintenance and operation of the Facility.
As an alternative to providing the insurance required by this subsection(c), Caltrans,with the a
consent of the Authority, may cause to be provided other kinds of insurance or methods or plans of c
protection if and to the extent such other kinds of insurance or methods or plans of protection shall
afford reasonable protection to Caltrans, the Authority, the State Treasurer and the officers, agents c
and employees of each, in light of all circumstances giving consideration to cost, availability and -
plans or methods of protection adopted by other governmental entities of and within the State. v
Before another method or plan may be provided by Caltrans, there shall be filed with the Authority a
and the State Treasurer (i) a certificate of an actuary or other qualified risk assessor stating that, in =
the opinion of the signatory, the substitute method or plan of protection is in accordance with the o
requirements of this subsection (c) and, when effective, would afford reasonable protection to 0
Caltrans, the Authority, the State Treasurer and the officers, agents and employees of each against
loss and damage from risks covered thereby and (ii) a certificate of Caltrans setting forth the details 00
of such substitute method or plan. N
(d) Caltrans will deliver or cause to be delivered to the Authority and the State Treasurer ti
in the month of July in each year a schedule, in such detail as the State Treasurer in his discretion 7t,
may request, setting forth the insurance policies then in force pursuant to this Section, the names of =
the insurers which have issued the policies, the amounts thereof and the property and risks covered E
thereby. Each such insurance policy shall require that the State Treasurer and the Authority be given
thirty (30) days' notice of any intended cancellation thereof or reduction of the coverage provided a
thereby. Delivery to the State Treasurer and the Authority of the schedule of insurance policies y
under the provisions of this Section shall not confer responsibility upon the State Treasurer or the L
Authority as to the sufficiency of coverage or amounts of such policies. If so requested in writing by
the Authority or the State Treasurer, Caltrans shall also deliver or cause to be delivered to the a.
Authority or the State Treasurer duplicate originals or certified copies of each insurance policy
described in such schedule. a)
SECTION 8. Breach.
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(a) If Caltrans shall fail to pay any rental payable hereunder when the same becomes due a
and payable, time being expressly declared to be of the essence of this Amended and Restated Lease M
Purchase Agreement, or Caltrans shall fail to keep, observe or perform any other term, covenant or a
condition contained herein to be kept or performed by Caltrans for a period of sixty (60) days after
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notice of the same has been given to Caltrans by the Authority or the State Treasurer plus such
additional time as may be reasonably required in the sole discretion of the State Treasurer to correct Ec
any of the same, or upon the happening of any of the events specified in subsection (b) of this
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Section, Caltrans shall be deemed to be in default under this Amended and Restated Lease Purchase
Agreement and it shall be lawful for the Authority to exercise any and all remedies available o
pursuant to law or granted pursuant to this Amended and Restated Lease Purchase Agreement. Upon a
any such default, the Authority, in addition to all other rights and remedies it may have at law, shall a
have the option to do any of the following: (D
E
(1) To terminate this Amended and Restated Lease Purchase Agreement in the o
manner hereinafter provided on account of default by Caltrans, notwithstanding any re-entry or re- o
letting of the Facility as hereinafter provided for in subparagraph (2) hereof, and to re-enter the o
Facility and remove all persons in possession thereof and all personal property whatsoever situated m
upon the Facility and place such personal property in storage in any warehouse or other suitable
place. In the event of such termination, Caltrans agrees to immediately surrender possession of the 0
Facility, without let or hindrance, and to pay the Authority all damages recoverable at law that the
Authority may incur by reason of default by Caltrans, including,without limitation, any costs, loss or Q
damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the
Facility and removal and storage of such property by the Authority or its duly authorized agents in C
accordance with the provisions herein contained. Neither notice to pay rent or to deliver up =
possession of the Facility given pursuant to law nor any entry or re-entry by the Authority nor any i
proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting 3
such re-entry or obtaining possession of the Facility nor the appointment of a receiver upon initiative a
of the Authority to protect the Authority's interest under this Amended and Restated Lease Purchase
Agreement shall of itself operate to terminate this Amended and Restated Lease Purchase o
Agreement, and no termination of this Amended and estated Lease Purchase Agreement on account o
of default by Caltrans shall be or become effective by operation of law or acts of the parties hereto, m
or otherwise,unless and until the Authority shall have given written notice to Caltrans of the election =
on the part of the Authority to terminate this Amended and Restated Lease Purchase Agreement.
Caltrans covenants and agrees that no surrender of the Facility or of the remainder of the term hereof
CO
nor any termination of this Amended and Restated Lase Purchase Agreement shall be valid in any CD
manner or for any purpose whatsoever unless stated or accepted by the Authority by such written
notice. _
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(2) Without terminating this Amended and Restated Lease Purchase Agreement, CD
(i) to collect each installment of rent as it becomes due and enforce any other term or provision a
hereof to be kept or performed by Caltrans, or(ii) to exercise any and all rights of entry and re-entry N
upon the Facility. If the Authority does not elect to terminate this Amended and Restated Lease
Purchase Agreement in the manner provided for in subparagraph (1) hereof, Caltrans shall remain
liable and agrees to keep or perform all covenants and conditions herein contained to be kept or a CD
performed by Caltrans, and, if the Facility is not re-let,to pay the full amount of the rent to the end of
the term of this Amended and Restated Lease Purchase Agreement or, if the Facility is re-let, to pay CD
any deficiency in rent that results therefrom; and further agrees to pay such rent and/or rent
deficiency punctually at the same time and in the same manner as hereinabove provided for the
payment of rent hereunder,notwithstanding the fact that the Authority may have received in previous °'
years or may receive thereafter in subsequent years rental in excess of the rental herein specified, and a
notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer or otherwise, M
brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the a
Facility. Should the Authority elect to re-enter as herein provided, Caltrans irrevocably appoints the
Authority as the agent and attorney-in-fact of Caltrans to re-let the Facility, or any part thereof, from E
time to time, either in the Authority's name or otherwise, upon such terms and conditions and for
such use and period as the Authority may deem advisable and to remove all persons in possession
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thereof and all personal property whatsoever situated upon the Facility and to place such personal
property in storage in any warehouse or other suitable place for Caltrans, for the account of and at the o
expense of Caltrans, and Caltrans exempts and agrees to save harmless the Authority from any costs,
a
loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon Q
and re-letting of the Facility and removal and storage of such property by the Authority or its duly d
authorized agents in accordance with the provisions herein contained except for any such costs, loss E
or damage resulting from the intentional or negligent actions of the Authority or its agents. Caltrans o
agrees that the terms of this Amended and Restated Lease Purchase Agreement constitute full and
sucient notice of the right of the Authority to re let the Facility in the event of such re-entry o
ffi
without effecting a surrender of this Amended and Restated Lease Purchase Agreement, and further m
3, agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or
termination of this Amended and Restated Lease Purchase Agreement irrespective of the use or the
' term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise,
but that, on the contrary, in the event of such default b�Caltrans,the right to terminate this Amended a
and Restated Lease Purchase Agreement shall vest i the Authority to be effected in the sole and
exclusive manner provided for in subparagraph (1) hereof. Caltrans further waives the right to any
rental obtained by the Authority in excess of the re tal herein specified and conveys and releases
such excess to the Authority as compensation tote Authority for its services in re-letting the N
Facility. Caltrans further agrees to pay the Authority the cost of any alterations or additions to the 3
Facility necessary to place the Facility in condition for re-letting immediately upon notice to Caltrans a°
of the completion and installation of such additions or alterations.
0
Caltrans waives any and all claims for damages caused or which may be caused by o
the Authority in re-entering and taking possession of the Facility as herein provided and all claims m
' for damages that may result from the destruction of or injury to the Facility and all claims for
damages to or loss of any property belonging to Caltrans, or any other person, that may be in or upon c)
the Facility, except for such claims resulting from the intentional or negligent actions of the
Authority or its agents.
Upon the occurrence of an event of default, payments of Base Rental hereunder may c
not be accelerated. E
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Each and all of the remedies given to the Authority, hereunder or by any law now or a
hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege N
hereunder shall not impair the right of the Authority to other or further exercise thereof or the
exercise of any or all other rights, powers or privileges. The term "re-let" or "re-letting" as used in
this Section shall include, but not be limited to, re-letting by means of the operation or other a
utilization by the Authority of the Facility. If any statute or rule of law validly shall limit the y
remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever a
remedies are allowable under any statute or rule of law.
If the Authority shall prevail in any action brought to enforce any of the terms and E
provisions of this Amended and Restated Lease Purchase Agreement, Caltrans agrees to pay a a
reasonable amount as and for attorney's fees incurred by the Authority in attempting to enforce any
of the remedies available to the Authority hereunder, whether or not a lawsuit has been filed and Q
whether or not any lawsuit culminates in a judgment.
C
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(b) In addition to any default resulting from breach by Caltrans of any term or covenant E
of this Amended and Restated Lease Purchase Agreement, if (1) the interest of Caltrans in this
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Amended and Restated Lease Purchase Agreement or any part thereof be assigned, sublet or
transferred without the written consent of the Authority, either voluntarily or by operation of law, or o
(2) Caltrans or any assignee shall file any petition or institute any proceedings under any act or acts, a-
state or federal, dealing with or relating to the subject of bankruptcy or insolvency or under any a
amendment of such act or acts, either as a bankrupt or as an insolvent or as a debtor or in any similar
capacity, wherein or whereby Caltrans asks or seeks or prays to be adjudicated a bankrupt, or is to be E
discharged from any or all of the debts or obligations of Caltrans, or offers to Caltrans's creditors to 0
effect a composition or extension of time to pay Caltrans's debts, or asks, seeks or prays for a °
reorganization or to effect a plan of reorganization or for a readjustment of Caltrans's debts or for o
any other similar relief, or if any such petition or if any such proceedings of the same or similar kind m
or character be filed or be instituted or taken against Caltrans, or if a receiver of the business or of the
property or assets of Caltrans shall be appointed by any court, except a receiver appointed at the .L0 0
instance or request of the Authority, or if Caltrans shall make a general or any assignment for the
benefit of Caltrans's creditors, or (3) Caltrans shall abandon the Facility, then Caltrans shall be a
deemed to be in default hereunder.
c
(c) The Authority or its assignee shall in no event be in default in the performance of any =
of its obligations hereunder unless and until the Authority shall have failed to perform such N
obligations within sixty (60) days, or such additional time as is reasonably required to correct any 3
such default, after notice by Caltrans to the Authority properly specifying wherein the Authority has a°
failed to perform any such obligation.
0
SECTION 9. Eminent Domain. o
If the whole or any portion of the Facility shall be taken by eminent domain proceedings (or m
sold to a governmental entity threatening to exercise the power of eminent domain), the proceeds in
therefrom shall be deposited with the State Treasurer in a special fund in trust and shall be applied
and disbursed by the State Treasurer as follows: c
(a) If less than the entire Facility shall have been so taken and the remainder is usable for
purposes substantially similar to those for which it was constructed, then this Amended and Restated E
Lease Purchase Agreement shall continue in full force and effect as to such remainder and (i) if the
portion taken is replaced by a facility of equal or greater utility and of equal or greater fair rental Q
value within or adjacent to such remainder, the State Treasurer shall disburse such proceeds to the aD
party that incurred the expense of making such replacement and there shall not be any abatement of
rental under this Amended and Restated Lease Purchase Agreement, or (ii) failing the making of L
such replacement,there shall be a partial abatement of rental under this Amended and Restated Lease a
Purchase Agreement and the State Treasurer shall apply such proceeds as specified in subsection(b).
CD
(b) If less than the entire Facility shall have been so taken and the remainder is not usable
for purposes substantially similar to those for which it was constructed, or if the entire Facility shall
have been so taken, then the term of this Amended and Restated Lease Purchase Agreement shall
cease as of the day that possession shall be so taken, and the State Treasurer shall apply such a
proceeds, together with any other money then available to the State Treasurer for such purpose, for
the payment of the entire amount of principal then due or to become due upon the Outstanding a
Bonds, together with the interest thereon so as to enable the Authority to retire all of the Bonds then
Outstanding by redemption or by payment at maturity; except that if such proceeds, together with E CD
any other money, then lawfully available to it for such purpose, are insufficient to provide for the =
a
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RI I foregoing purpose,the State Treasurer shall apply such proceeds in accordance with the provisions of
Section 8.03 of the Indenture so far as the same may be applicable. o
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SECTION 10. Right of Entry. a
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The Authority shall have the right to enter the Facility during daylight hours (and in E
emergencies at all times)but only after giving notice to Caltrans and to the chief administrator at the c
Facility at least one hour prior to such entry to inspect the same for any purpose connected with o
Caltrans's rights or obligations under this Amended and Restated Lease Purchase Agreement, and for o
all other lawful purposes;provided,however,that any entry by, or denial of entry to, the Authority or m
its agents shall at all times be subject to the security procedures of Caltrans. �1
L
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SECTION 11. Liens, Prohibitions Against Encumbrance.
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(a) In the event Caltrans shall at any time during the term of this Amended and Restated
Lease Purchase Agreement cause any additions, betterments, extensions or improvements to the
Facility to be constructed or materials to be supplied in or upon the Facility, Caltrans shall pay or =
cause to be paid when due all sums of money that may become due, or purporting to be due for any LL
labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for
Caltrans in, upon or about the Facility and shall keep the Facility free of any and all mechanics' or o
materialmen's liens or other liens against the Facility or the Authority's interest therein. In the event a.
any such lien attaches to or is filed against the Facility or the Authority's interest therein, Caltrans o
shall cause each such lien to be fully discharged and released at the time the performance of any
obligation secured by any such lien matures or becomes due, except that if Caltrans desires to contest
any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or m
such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and
such stay thereafter expires, Caltrans shall forthwith pay or cause to be paid and discharged such
judgment. Caltrans agrees to and shall,to the maximum extent permitted by law, indemnify and hold o
the Authority, the State Treasurer, and their members, directors, agents, successors and assigns
harmless from and against and defend each of them against any claim, demand, loss, damage,
liability or expense (including attorneys' fees) as a result of any such lien or claim of lien against the
Facility or the Authority's interest therein. L
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(b) Caltrans agrees it will not create or suffer to be created any recorded or unrecorded
mortgage, pledge, lien, charge, easement, rights of way or other rights, reservations, covenants,
conditions,restrictions or encumbrance upon the Facility except Permitted Encumbrances. i
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SECTION 12. Quiet Enjoyment.
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The parties hereto mutually covenant that Caltrans, so long as it keeps and performs the
agreements and covenants herein contained and is not in default hereunder, shall at all times during
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the term of this Amended and Restated Lease Purchase Agreement peaceably and quietly have, hold
and enjoy the Facility without suit,trouble or hindrance from the Authority. E
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SECTION 13. Title and Jurisdiction to Facility.
Q
Title to the Facility shall vest in Caltrans at the election of Caltrans in writing to the
Authority upon the later of (i) the date upon which all the Bonds shall have been fully paid and E
0
retired or(ii)the date on which the purchase price described in section 14 hereof has been paid in full
a
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by Caltrans;provided,however,that if such purchase price is not paid in full by Caltrans on or before
December 1, 2094, then this Amended and Restated Lease Purchase Agreement shall terminate and o
title to the Facility shall remain in the Authority. a
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SECTION 14. Option to Purchase.
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At any time on or before December 1, 2094, Caltrans may at its option exercise its right to 0
purchase the Site by paying to the Authority the sum of Three Million Eight Hundred Thirty-Five o
Thousand Three Hundred Fifty-Six Dollars($3,835,356);provided,that such sum shall be payable in o
whole or in part from time to time in installments as Caltrans may determine; and provided further, m
that such sum shall be payable solely from net revenues, if any, derived from the parking facilities
constituting a part of the Facility, as determined by Caltrans, or from any other lawfully available o
source of funds that Caltrans, in its sole discretion,may designate to be applied to such payment.
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SECTION 15. Status of Private Activity Use of the Facility. c
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Caltrans hereby covenants and agrees to provide updated information to the Authority and =
the State Treasurer annually regarding the private activity use, if any, of the Facility. The
information that must be updated annually is set forth in the Tax Certificate that is executed and
delivered by the Authority upon the initial issuance of the Bonds. o
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SECTION 16. Tax Covenants.
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Caltrans covenants that it will not use or permit any use of the Facility, and shall not take or =
permit to be taken any other action or actions, which would cause any Bond to be a "private activity m
bond"within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated from time to time thereunder. Caltrans further covenants that it U)
will not take any action or fail to take any action, if such action or the failure to take such action c
would adversely affect the exclusion from gross income for federal income tax purposes of interest v
on the Bonds. Caltrans hereby covenants and agrees that it will cooperate with the Authority and
will provide all information reasonably requested by the Authority regarding the Facility in
connection with maintaining and using the Facility in compliance with covenants in the Tax
Certificate or Section 141 of the Internal Revenue Code of 1986, as amended, and any applicable a,
regulations promulgated from time to time thereunder.
SECTION 17. Continuing Disclosure. L
Caltrans hereby covenants and agrees that it will cooperate with the State Treasurer to N
comply with and carry out all of the provisions of the Continuing Disclosure Agreement, and will
provide all information reasonably requested by the State Treasurer regarding the Facility in -�
connection with continuing disclosure obligations. Notwithstanding any other provision of this
Amended and Restated Lease Purchase Agreement, failure of Caltrans to comply with the
Continuing Disclosure Agreement shall not be considered an event of default hereunder and shall not E
be deemed to create any monetary liability on the part of the Authority, Caltrans or the State
Treasurer to any other persons, including any Holder or Beneficial Owner of the Bonds;however,the
State Treasurer may (and, at the request of the Holders or Beneficial Owners of at least twenty-five Q
percent (25%) aggregate principal amount of Outstanding Bonds, shall), or any Holder or Beneficial
Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking E
mandate or specific performance by court order, to cause Caltrans to comply with its obligations
Q
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under this Section. For purposes of this paragraph, `Beneficial Owner"means any person which has
or shares the power, directly or indirectly, to make investment decisions concerning ownership of 00
any Bonds (including persons holding Bonds through nominees, depositories or other a
intermediaries). `t
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SECTION 18. Law Governing. E
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This Amended and Restated Lease Purchase Agreement shall be governed exclusively by the o
provisions hereof and by the laws of the State as the same from time to time exist. Any action or o
proceeding to enforce or interpret any provision of this Amended and Restated Lease Purchase m
Agreement, to the extent permitted by law, shall be brought, commenced or prosecuted in
Sacramento County, California. o
SECTION 19. Notices. a
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All approvals, authorizations, consents, demands, designations, notices, offers, requests,
statements or other communications hereunder by either party to the other shall be in writing and
shall be sufficiently given and served upon the other party if delivered personally or if mailed by
United States registered or certified mail, return receipt requested, postage prepaid, and, if to
Caltrans, addressed to Department of Transportation of the State of California, 1 o
Attention: and if the to the Authority, addressed to the San Bernardino Joint Powers
Financing Authority, 300 North D Street, San Bernardino, California 92418 Attention: City Manager. o
SECTION 20. Validity and Severability.
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If for any reason this Amended and Restated Lease Purchase Agreement or any part thereof
shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Cn
Authority or by Caltrans, all of the remaining terms of this Amended and Restated Lease Purchase c
Agreement shall nonetheless continue in full force and effect. If for any reason it is held by such a
court that any of the covenants and conditions of Caltrans hereunder, including the covenant to pay
rentals hereunder, is unenforceable for the full term hereof,then and in such event this Amended and
Restated Lease Purchase Agreement is and shall be deemed to be a lease from year to year under
which the rentals are to be paid by Caltrans annually in consideration of the right of Caltrans to a
possess, occupy and use the Facility, and all the other terms, provisions and conditions of this
Amended and Restated Lease Purchase Agreement, except to the extent that such terms, provisions
and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. L
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SECTION 21. Waiver. N
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The waiver by the Authority of any breach by Caltrans of any agreement, covenant or
condition hereof shall not operate as a waiver of any subsequent breach of the same or any other
agreement, covenant or condition hereof.
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SECTION 22. Net Lease. Q
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This Amended and Restated Lease Purchase Agreement shall be deemed and construed to be Q
a"net lease" and Caltrans agrees that the rentals provided for herein shall be an absolute net return to
the Authority, free and clear of any expenses, charges or set-offs whatsoever. E
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SECTION 23. Section Headings.
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All section headings contained herein are for convenience of reference only and are not a
intended to define or limit the scope of any provision of this Amended and Restated Lease Purchase Q
Agreement.
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SECTION 24. Amendment. 0
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This Amended and Restated Lease Purchase Agreement may only be amended by a written
instrument duly authorized and executed by the Authority and Caltrans with the written consent of °m
the State Treasurer; provided, however, that no such amendment shall materially adversely affect the
owners of the Bonds. o
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SECTION 25. Execution. a
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This Amended and Restated Lease Purchase Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,but all together shall constitute but one =
and the same Amended and Restated Lease Purchase Agreement. It is also agreed that separate
counterparts of this Amended and Restated Lease Purchase Agreement may be separately executed
by the Authority and Caltrans all with the same force and effect as though the same counterpart had o
been executed by both the Authority and Caltrans. a
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SECTION 26. No Merger.
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The parties hereto intend that there shall be no merger of any estate or interest created by this m
Amended and Restated Lease Purchase Agreement with any other estate or interest in the Facility, or
any part thereof, by reason of the fact that the same party may acquire or hold all or any part of the W!?
estate or interest in the Facility created by this Amended and Restated Lease Purchase Agreement as c
well as another estate or interest in the Facility.
SECTION 27. Bindin Effect.
ffect.
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This Amended and Restated Lease Purchase Agreement shall be binding upon and inure to
the benefit of the Authority and Caltrans and their respective successors and assigns. Q
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SBJPFA 2016 SERIES A
AMENDED AND RESTATED LEASE PURCHASE AGREEMENT
(ROSA PARKS MEMORIAL STATE OFFICE BUILDING)
IN WITNESS WHEREOF, the Authority, the Department and Caltrans have caused this 0
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Amended and Restated Lease Purchase Agreement to be executed by their respective officers a
thereunto duly authorized, all as of the day and year first above written.
(1)
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SAN BERNARDINO JOINT POWERS FINANCING o
AUTHORITY
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By:
R. Carey Davis
Chairperson
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DEPARTMENT OF GENERAL SERVICES OF THE
STATE OF CALIFORNIA, as agent for the
Department of Transportation of the State of
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TREASURER OF THE STATE OF CALIFORNIA,
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For California State Treasurer John Chiang Q
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A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or o
validity of that document. a
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STATE OF CALIFORNIA ) _
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COUNTY OF SACRAMENTO ) o
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On before me, , Notary Public, o
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the within instrument and acknowledged to me that he/she/they executed the same in his/her/their -LO=
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the a
entity upon behalf of which the person(s)acted,executed the instrument. a,
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct. _
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WITNESS my hand and official seal 3
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SIGNATURE OF NOTARY PUBLIC
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A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or o
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STATE OF CALIFORNIA ) a
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authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the a
entity upon behalf of which the person(s)acted, executed the instrument. a,
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct. _
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WITNESS my hand and official seal 3
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(Rosa Parks Memorial State Office Building) E
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Stradling Yocca Carlson &Rauth
Draft dated 10124116
ESCROW AGREEMENT
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS o
(ROSA PARKS MEMORIAL STATE OFFICE BUILDING) a
2016 SERIES A a
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(1995A Bonds) E
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THIS ESCROW AGREEMENT(this"Agreement") dated as of November 15, 2016 made by =
and between the San Bernardino Joint Powers Financing Authority (the "Authority") and the 0
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Treasurer of the State of California,as escrow agent(the"Escrow Agent");
WITNESSETH.• �°,
WHEREAS, there is currently outstanding pursuant to the trust agreement, dated as of
November 1, 1995, by and between the Authority and the Treasurer of the State of California (the U
"State Treasurer"), as trustee (the "Original Trust Agreement") $20,985,000 principal amount of the
Authority's Lease Revenue Bonds (State of California Department of Transportation Lease) 1995 U-
Series A(the"1995A Bonds");
3
WHEREAS, the Authority has authorized the issuance of its Lease Revenue Refunding a
Bonds (Rosa Parks Memorial State Office Building) 2016 Series A (the "2016A Bonds") in the c
aggregate principal amount of$ pursuant to an Indenture, dated as of November 15,
2016, by and between the Authority and the State Treasurer, as trustee (the "Indenture") for the 0
purpose of providing funds, which together with other amounts to be deposited by the Authority in m
the 1995A Escrow Fund (defined below) established hereunder will be sufficient to defease the
outstanding 1995A Bonds set forth in Exhibit A hereto(the"Refunded Bonds"); N
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WHEREAS, the Refunded Bonds mature on the date and in the principal amount, bear
interest, payable semiannually, at the rate per annum and are subject to redemption on the date set
forth in Exhibit A attached hereto and by this reference incorporated herein;
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WHEREAS, the Indenture provides for the transfer to the Escrow Agent of a portion of the L
proceeds of the 2016A Bonds and provides for such amounts to be held in trust under the terms of q
this Agreement for the benefit of the holders of the Refunded Bonds; and o
WHEREAS, other available funds of the Authority will be transferred from the Original w
Trust Agreement and held under the terms of this Agreement for the benefit of the Holders of the
Refunded Bonds; and a
WHEREAS, the cash on deposit in the 1995A Escrow Fund (as defined herein) will be d
applied to pay the principal of and interest on the Refunded Bonds (the "Refunded Bonds t
Requirements")as set forth in Exhibit B attached hereto and by this reference incorporated herein; M
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NOW, THEREFORE, in consideration of the mutual agreements herein contained, and in
order to secure the payment of the Refunded Bonds Requirements, the parties hereto mutually
undertake,promise and agree for themselves,their respective representatives, successors and assigns,
as follows:
Section 1. Definitions. As used in this Agreement the following terms shall have the a
following meanings: Q
Refunded Bonds Requirements
"Refunded Bonds Requirements"means, as set forth in Exhibit B hereto, the sums necessary C
0
to pay the redemption price of the Refunded Bonds on the January 1,2017,redemption date. c
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State Treasurer Co
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"State Treasurer" means the Treasurer of the State of California acting in capacities other .°_
than as Escrow Agent hereunder. a
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1995A Escrow Fund =
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"1995A Escrow Fund"means the fund by that name established pursuant to Section 2 hereof. _
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Section 2. Creation of Escrow.
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A. The Escrow Agent shall establish and maintain a fund separate from any a
other fund or account designated as the 1995 Series A Escrow Fund (the "1995A Escrow Fund"). o
Simultaneously with the delivery of the 2016A Bonds, in accordance with Section 2.14 of the c
Indenture and instructions provided to the State Treasurer by the Authority pursuant to the Original
Trust Agreement, the Authority shall deposit or cause to be deposited in the 1995A Escrow Fund to °0
be held in trust by the Escrow Agent and accounted for and paid out as provided in this Agreement M
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and in the Original Trust Agreement, the sum of $ consisting of $ from
proceeds of the 2016A Bonds, $ from funds in the Account held under the Original 0
Trust Agreement and $ from funds in the Reserve Account held under the Original Trust
Agreement. The Escrow Agent shall hold all amounts deposited in the 1995A Escrow Fund
uninvested$ in cash. E
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B. The Authority represents and warrants based on the Verification Report of 4
Grant Thornton LLP dated November 30, 2016 that the cash held in the 1995A Escrow Fund will be 3
sufficient to permit the payment of the Refunded Bonds Requirements as such become due.
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Section 3. Purpose of Escrow.
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A. The Escrow Agent shall all hold amounts in the 1997A Escrow Fund, in trust a
to secure the payment of the Refunded Bonds Requirements for application in accordance with the C
provisions of Section 4 hereof. The moneys held hereunder are irrevocably pledged to the payment E
of the Refunded Bonds Requirements, subject to the provisions of Section 6 hereof.
B. The Authority hereby gives irrevocable instructions to the State Treasurer to a
give notice of defeasance and redemption, as provided in the Original Trust Agreement, in order to
redeem the Refunded Bonds on January 1, 2017. The Authority and the State Treasurer agree that
2
DOCSOC/1777119x6/024665-0025
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7.B.d
the foregoing instructions shall constitute a Written Request of the Authority for purposes of the
Original Trust Agreement and agree to waive any requirement in the Original Trust Agreement for
the time of delivery of such Written Request of the Authority and for any Certificate of the Authority
related to the redemption. --
Section 4. Accounting for and Application of Escrow. a
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A. The moneys from time to time held hereunder shall not be subject to
withdrawal by the Authority or otherwise subject to its order, except as otherwise provided in E
subsection B of this Section and in Section 6; provided, however, that the Authority may withdraw
any surplus moneys held hereunder but not needed to pay the Refunded Bonds Requirements upon o
receipt by the Escrow Agent of (1) a written request from the Authority, (2)a certificate of an c
independent certified public accountant to the effect that the remaining moneys in the 1995A Escrow m°
Fund, will be sufficient, without reinvestment, to pay when due the remaining Refunded Bonds
Requirements, and (3)an opinion of nationally recognized bond counsel to the effect that such
withdrawal will not adversely affect either(i) the exclusion from gross income for federal income taxes°
purposes of the interest on the Refunded Bonds or the 2016A Bonds, or (ii) the defeasance of the Q
Refunded Bonds.
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B. The Escrow Agent shall transfer funds at the time and in the manner
designated in Exhibit B to provide sufficient moneys to permit the State Treasurer to pay without
default the Refunded Bonds Requirements as the same become due in accordance with the provisions
of the Original Trust Agreement for the Refunded Bonds. o
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Section 5. Reinvestments. Under no circumstances shall any moneys held hereunder be c
reinvested in securities or obligations.
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Section 6. Termination of Escrow. When the Escrow Agent shall have transferred to the 'a
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State Treasurer pursuant to subsection B of Section 4, on January 1, 2017, the amount specified in
Exhibit B for such date, the Escrow Agent shall deposit in the Revenue Fund established under the vn
Indenture the moneys,if any,then remaining in the 1995A Escrow Fund held hereunder. o
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Section 7. Possible Deficiencies.
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A. If at any time it shall appear to the Escrow Agent that the moneys held E
hereunder will not be sufficient to make any payment needed to satisfy the Refunded Bonds L
Requirements, the Escrow Agent shall notify the Authority in writing as soon as reasonably Q
practicable of such fact,the amount of such deficiency and the reason therefor. c
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B. Thereupon the Authority may forthwith deposit with the Escrow Agent, from W
any legally available moneys, such additional moneys as may be required to meet fully the Refunded d.
Bonds Requirements,but shall have no obligation to do so and shall incur no liability to any party for a
not making a deposit.
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Section 8. Character of Deposit. E
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A. It is recognized that the moneys accounted for hereunder from time to time a
shall remain vested in the State Treasurer for the account of the Authority but subject always to the
3
DOC SOC/1777119v6/024665-0025
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7.B.a
prior charge and lien thereon of this Agreement and the use thereof required to be made by the
provisions hereof.
B. The Escrow Agent shall hold all such moneys as special trust funds and
accounts separate and wholly segregated from all other securities and funds held by the Escrow 'o
Agent or deposited therewith, and shall never commingle such moneys with other securities or a
moneys. Q
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C. The Escrow Agent shall have no lien and shall assert no lien on the moneys Q
accounted from hereunder for the payment of any of its fees as Escrow Agent.
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Section 9. Purchasers' Responsibility. The purchasers and holders from time to time of
the 2016A Bonds shall in no manner be responsible for the application or disposition of the proceeds m
thereof nor of any moneys held hereunder. D
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Section 10. Irrevocability. .°_
°
A. The 2016A Bonds are being issued in reliance upon this Agreement, and,
except as herein provided, this Agreement shall be irrevocable and not subject to amendment after
any of the 2016A Bonds shall have been issued.
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B. If, however, in carrying out their respective duties under this Agreement, the `
Authority or the Escrow Agent shall find that by reason of some error or omission or otherwise in the
provision hereof an amendment is desirable in order to give effect of the true intention and purpose a
of this Agreement, one or more amendments may be executed by the Authority and the Escrow =
fir..✓ Agent without the consent of the holders (the "Bondholders") of the Refunded Bonds, but only if 0
such amendment is not materially adverse to the interests of such Bondholders and only for one or c
more of the following purposes: m
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(1) to cure any ambiguity or formal defect or omission in this Agreement;
or,
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(2) to grant to or confer upon the Escrow Agent for the benefit of such ="
Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or
conferred upon such Bondholders or the Escrow Agent or any of them. E
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If this Agreement is severed, amended or revoked, the Authority shall give prior notification a'
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of such severance, amendment (including drafts of such amendment) or revocation to Moody's 3
Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street,New York,New York 10007; °
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to Standard& Poor's Ratings Services, 55 Water Street, New York, New York 10048; and to Fitch w
Ratings, One State Street Plaza,New York,NY 10004. '
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Section 11. Time of Essence. Time shall be of the essence in the performance of the a
obligations from time to time imposed upon the Escrow Agent and the Authority by this instrument.
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Section 12. Successors.
A. Whenever herein the Authority or the Escrow Agent is named or is referred Q
to, such provision shall be deemed to include any successors of the Authority or the Escrow Agent,
respectively,immediate or intermediate,whether so expressed or not.
4
DOCSOC/1777119v6/024665-0025
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7.B.d
B. All of the stipulations, obligations and agreements by or on behalf of, and
other provisions for the benefit of,the Authority or the Escrow Agent contained herein:
(1) shall bind and inure to the benefit of any such successor, and
(2) shall bind and inure to the benefit of any officer, board, authority, 0
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agent or instrumentality to whom or to which there shall be transferred by or in accordance with law
any right, power or duty of the Authority or the Escrow Agent, respectively, or of its successor, the
possession of which is necessary or appropriate in order to comply with any such stipulations, E
obligations,agreements or other provisions hereof.
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Packet Pg. 858
7.B.d
SBJPFA 2016 SERIES A
ESCROW AGREEMENT
IN WITNESS WHEREOF, the San Bernardino Joint Powers Financing Authority has caused
this Agreement to be signed in the Authority's name by its Chairperson or Vice Chairperson and the
Treasurer of the State of California has caused this Agreement to be signed by one of his authorized
deputies, all as of the day and year first above written.
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SAN BERNARDINO JOINT POWERS FINANCING Q
AUTHORITY a
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By:
R. Carey Davis o
Chairperson m
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TREASURER OF THE STATE OF CALIFORNIA, Q
as Escrow Agent a,
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By. LL
Deputy Treasurer L
For California State Treasurer John Chiang
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Attachments: Exhibit A--Description of Refunded Bonds n
Exhibit B --Refunded Bonds Requirements 0
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EXHIBIT A
Refunded Bonds
0
j The following maturity of the San Bernardino Joint Powers Financing Authority Lease Q
Revenue Bonds (State of California Department of Transportation Lease) 1995 Series A is to be =
redeemed on January 1,2017, as described below:
Maturity Date 0
(December 1) Amount Interest Rate Redemption Price 'a
2020 $20,985,000 5.50% 100% CO
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DOCSOC/1777119v6/024665-0025
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7.B.d
EXHIBIT B
Refunded Bonds Requirements
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Principal a
Period Ending Interest Redeemed Total
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1/1/2017 $20,985,000 E
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DOCS OC/1777119v6/024665-0025
Packet Pg. 861
Norton Rose Fulbright U 7 B e
Draft of 10
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NEW ISSUES—BOOK ENTRY ONLY RATINGS: See"RATINGS"herein.
,u In the opinion of Stradling Yocca Carlson&Routh, a Professional Corporation,Newport Beach, California("Bond Counsel'), under existing
statutes,regulations,rulings and judicial decisions,and assuming the accuracy of certain representations and compliance with certain covenants described ^
herein, interest(and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax
preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond >
Counsel,interest(and original issue discount)on the Bonds is exempt from State of California personal income tax. See "TAX MATTERS"herein.
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LOS ANGELES SAN BERNARDINO +�
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STATE BUILDING AUTHORITY JOINT POWERS FINANCING AUTHORITY
f, LEASE REVENUE REFUNDING BONDS LEASE REVENUE REFUNDING BONDS
(JUNIPERO SERRA STATE OFFICE BUILDING) (ROSA PARKS c
2016 SERIES A MEMORIAL STATE OFFICE BUILDING)
y 2016 SERIES A C
E Dated:Date of Delivery Due:As shown on the pages immediately m
following this cover page
+
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This Official Statement provides information concerning the issuance and sale by the Los Angeles State Building Authority(the"Los Angeles O
Authority")of its Lease Revenue Refunding Bonds(Junipero Serra State Office Building)2016 Series A(the"2016 Los Angeles Bonds")and the issuance
and sale by the San Bernardino Joint Powers Financing Authority(the"San Bernardino Authority")of its Lease Revenue Refunding Bonds(Rosa Parks
Memorial State Office Building)2016 Series A(the"2016 San Bernardino Bonds,"and together with the 2016 Los Angeles Bonds,the"Bonds"). Each of Q
' the Los Angeles Authority and the San Bernardino Authority is referred to herein individually as an"Authority"and are collectively referred to as the
s "Authorities." Capitalized terms used but not defined on the front cover of this Official Statement have the meanings ascribed herein. The 2016 Los
E = Angeles Bonds and the 2016 San Bernardino Bonds, each a "Series of Bonds," are separately offered and separately secured under separate r_
Indentures and separate Leases. c
Interest on the Bonds is payable on April 1,2017 and semiannually thereafter on October 1 and April 1 of each year. Each Series of Bonds,when LL
delivered,will be registered in the name of a nominee of The Depository Trust Company("DTC"),which will act as securities depository for the Bonds. L
o The Bonds may be purchased in book-entry only form in denominations of$5,000 and any integral multiple thereof. See APPENDIX E-"DTC AND THE tV
BOOK-ENTRY SYSTEM." C
c The Bonds may be redeemed prior to their stated maturities as described herein. See "TERMS OF THE 2016 LOS ANGELES d
BONDS—Redemption Provisions of the 2016 Los Angeles Bonds" and "TERMS OF THE 2016 SAN BERNARDINO BONDS—Redemption =
Provisions of the 2016 San Bernardino Bonds."
The Bonds of each Series are special obligations of the applicable Authority payable solely from certain pledged revenues, consisting -7
primarily of Base Rental payments made by the applicable department of the State,pursuant to the lease for such Series of Bonds. The holders of O
one Series of Bonds will have no claim on the revenues or funds securing the other Series of Bonds.
.O
NO SERIES OF BONDS REPRESENTS OR CONSTITUTES AN INDEBTEDNESS OR A DEBT,LIABILITY OR OBLIGATION OF m
THE APPLICABLE AUTHORITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY c
s CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. NEITHER THE FULL FAITH AND CREDIT OF THE N
s APPLICABLE AUTHORITY NOR THE STATE IS PLEDGED,AND THE GENERAL FUND OF THE STATE IS NOT LIABLE FOR THE
`c > PAYMENT OF THE PRINCIPAL OF,REDEMPTION PREMIUM,IF ANY,OR INTEREST ON ANY SERIES OF BONDS. NO TAX SHALL pp
c EVER BE LEVIED OR COLLECTED TO PAY THE PRINCIPAL OF,REDEMPTION PREMIUM,IF ANY,OR INTEREST ON ANY SERIES 0
OF BONDS. NONE OF THE LOS ANGELES AUTHORITY,THE SAN BERNARDINO AUTHORITY OR THE PARTICIPATING AGENCIES
? HAS THE POWER AT ANY TIME OR IN ANY MANNER TO PLEDGE THE CREDIT OR TAXING POWER OF THE STATE. NEITHER OF
Ls THE LOS ANGELES AUTHORITY OR THE SAN BERNARDINO AUTHORITY HAS ANY TAXING POWER. N
This cover page contains information for quick reference only. It is not a summary of the terms of the Bonds. Investors must read the entire
•^ Official Statement to obtain information essential to making an informed investment decision.
m
c MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES,PRICES/YIELDS AND CUSIPS d
ti (See Pages Immediately Following This Cover Page)
c
Each Series of Bonds will be separately offered when,as and if issued by the applicable Authority and received by the Initial Purchaser,subject N
4 to certain conditions,including the approval of validity by Stradling Yocca Carlson&Rauth,a Professional Corporation,Bond Counsel. In connection with
the issuance of the Bonds,certain matters will be passed upon on behalf of the State,the State Treasurer,Caltrans and DGS by the Honorable Kamala D.
Harris, Attorney General of the State; on behalf of the Los Angeles Authority by Freeman, Freeman&Smiley,LLP; on behalf of the San Bernardino
Authority by the City Attorney of the City of San Bernardino; and on behalf of Caltrans and DGS by their respective counsel. Norton Rose Fulbright O
u = US LLP, San Francisco, California, is serving as Disclosure Counsel and Orrick Herrington& Sutcliffe LLP and Stradling Yocca Carlson&Rauth, a L
c s Professional Corporation,are serving as Co-Disclosure Counsel to the State regarding Appendix A;and KNN Public Finance,LLC,Oakland,California,is t0
' serving as Municipal Advisor to the State Treasurer. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about
November_,2016. E
s HONORABLE JOHN CHIANG IL
s
Treasurer of the State of California to
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BIDS TO BE RECEIVED ON NOVEMBER 16,2016.
4 SEE APPENDIX H-"NOTICE OF SALE." a
Dated:November_,2016
O =
• Preliminary,subject to change. C
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21875854.8 Packet Pg. 862
7.B.e
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Maturities,Principal Amounts,Interest Rates,Prices/Yields and CUSIPs
O
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$ � a
LOS ANGELES STATE BUILDING AUTHORITY _
LEASE REVENUE REFUNDING BONDS E
(JUNIPERO SERRA STATE OFFICE BUILDING)
2016 SERIES A °
Maturity Date Principal o
(October 1) Amount Interest Rate Price/Yield CUSIPt o0
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$ % % L
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$ • U
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SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY =
LEASE REVENUE REFUNDING BONDS w
(ROSA PARKS MEMORIAL STATE OFFICE BUILDING)
2016 SERIES A °
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Maturity Date Principal =
(October 1) Amount Interest Rate Price/Yield CUSIPt -°i
0
$ % %
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t CUSIP®is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Global Services, �0.
managed on behalf of the American Bankers Association by Standard&Poor's Financial Services LLC. This data is not intended to create a
database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent N
company not affiliated with the State Treasurer, Participating Agencies or the Authorities and are included solely for the convenience of the
registered owners of the applicable Bonds. None of the State Treasurer,Participating Agencies or the Authorities nor the Initial Purchaser are
responsible for the selection or uses of these CUSIP numbers,and no representation is made as to their correctness on the applicable Bonds or as W
included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various E
subsequent actions including,but not limited to,a refunding in whole or in part or as a result of the procurement of secondary market portfolio
insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. N
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Preliminary,subject to change. Q
21875854.8 Packet Pg.863
7.B.e
The information set forth herein has been obtained from the State, the Participating Agencies, the ^
Authorities, and from other sources which are believed to be reliable but such information is not guaranteed as to c
accuracy or completeness. The information and expressions of opinion herein are subject to change without notice a
and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, Q-
create any implication that there has been no change in the affairs of the State, the Participating Agencies or the
Authorities since the date hereof. E
A wide variety of other information,including financial information,concerning the State,the Participating 0
0
Agencies, and the Authorities is available from publications and websites of the State, the Participating Agencies, 0
and the Authorities. Any such information that is inconsistent with the information set forth in this Official
Statement should be disregarded. No such information is a part of or incorporated into this Official Statement, 0
m
except as expressly noted.
L
This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall 0
there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such Q
an offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this Official Statement and, if given or c
made,such other information or representations must not be relied upon as having been authorized. c
M
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This Official Statement, including any supplement or amendment hereto, is intended to be deposited with ii
the Municipal Securities Rulemaking Board(the"MSRB")through the Electronic Municipal Market Access website
of the MSRB,currently located at http://emma.msrb.org. 3
0
a
This Official Statement is not to be construed as a contract with the purchasers of the Bonds.
0
Certain statements included or incorporated by reference in the following information constitute "forward- c
looking statements." Such statements are generally identifiable by the terminology used such as "plan," "expect,"
"estimate," "budget" or other similar words. The achievement of certain results or other expectations contained in m
such forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause actual results, performances or achievements described to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking statements. No assurance is given that co
actual results will meet such forecasts in any way, regardless of the level of optimism communicated in the
information. Except as set forth in the Continuing Disclosure Agreements(described in APPENDIX D),none of the d-
State, DGS, Caltrans, the Authorities, or any other department or agency thereof plans to issue any updates or N
revisions to such forward-looking statements if or when its expectations are (or are not) realized, or if or when
events,conditions or circumstances on which such statements are based occur(or do not occur). 0
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IN CONNECTION WITH THIS OFFERING, THE INITIAL PURCHASER MAY OVERALLOT Y
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE v�
BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN is
MARKET. SUCH STABILIZING, IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. THE V
INITIAL PURCHASER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, p
INSTITUTIONAL INVESTORS AND OTHERS AT PRICES OR YIELDS HIGHER THAN THOSE
STATED ON THE PAGES IMMEDIATELY FOLLOWING THE COVER PAGE HEREOF, AND SAID
PUBLIC OFFERING PRICES OR YIELDS MAY BE CHANGED FROM TIME TO TIME BY THE E
INITIAL PURCHASER.
a
THE BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE 06
NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE m
BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES Q
COMMISSION OR REGULATORY AUTHORITY, AND THE FOREGOING AUTHORITIES HAVE
NEITHER REVIEWED NOR CONFIRMED THE ACCURACY OF THIS OFFICIAL STATEMENT.
E
This Preliminary Official Statement is available as public information on the State Treasurer's website at U
http://www.treasurer.ca.eov. Q
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TABLE OF CONTENTS
Page o
INTRODUCTION
Definitions Q
Authorization;Purposes..................................................................................................................2
Terms of the Bonds......................
..........................................................................
Security and Source of Payment for the Bonds 0
........................
Financial Condition of the State General Fund...............................................................................5
Certain Information Related to this Official Statement..................................................................5 =
0
Additional Information m
THEREFINANCED FACILITIES.............................................................................................................6 c
0
TheLos Angeles Facility................................................................................................................6 _
The San Bernardino Facility
a�
SECURITY AND SOURCE OF PAYMENT FOR EACH SERIES OF BONDS......................................6 S
General............................................................................................................................................7 =
Budgeting for Payments under the Leases......................................................................................7 =
U.
ReserveAccount.............................................................................................................................9
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Abatement.......................................................................................................................................9
Insurance on the Refinanced Facilities 0
....................................
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RemediesUpon Default................................................................................................................11 �.
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Additional Bonds and Parity Bonds..............................................................................................l l o
TERMS OF THE 2016 LOS ANGELES BONDS....................................................................................12 0
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General............................................................................#.............................................................12 m
Redemption Provisions of the 2016 Los Angeles Bonds ............................................................12
Annual Fiscal Year Debt Service Requirements...........................................................................14
Estimated Sources and Uses of Funds..........................................................................................14 co
Plan of Refunding of the 2016 Los Angeles Bonds......................................................................14
TERMS OF THE 2016 SAN BERNARDINO BONDS............................................................................15 ry
General.................................
Redemption Provisions of the 2016 San Bernardino Bonds4........................................................15
Annual Fiscal Year Debt Service Requirements...........................................................................17 2
Estimated Sources and Uses of Funds..........................................................................................18
Plan of Refunding of the 2016 San Bernardino Bonds.................................................................18 _
THELOS ANGELES AUTHORITY........................................................................................................19 .2
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THE SAN BERNARDINO AUTHORITY.............................
CERTAIN RISK FACTORS r-
No Earthquake Insurance..............................................................................................................21 E
Abatement.....................................................................................................................................21 '
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No Limitation on Additional Series of Bonds..............................................................................21
Limited Recourse on Default................................................ ..........21 tD
Enforcementof Remedies.............................................................................................................22 u�
Adequacy of Insurance;Fulfillment of Insurer's Obligations 22 Q
StateFinancial Condition..............................................................................................................22
Other Risks
TAXMATTERS........................................................................................................................................22 U
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CERTAIN LEGAL MATTERS.................................................................................................................24
LITIGATION.............................................................................................................................................25 0
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VERIFICATION........................................................................................................................................25 Q
PURCHASEAND REOFFERING ...........................................................................................................25
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RATINGS ...............................................................................................................................26 '
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FINANCIALSTATEMENTS...................................................................................................................26
MUNICIPALADVISOR...........................................................................................................................26 0
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CONTINUING DISCLOSURE............................................ .......................27 '
MISCELLANEOUS..................................................................................................................................27 0
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ADDITIONALINFORMATION..............................................................................................................27 a
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APPENDIX A THE STATE OF CALIFORNIA .....................................................................................A-1
APPENDIX B THE PARTICIPATING AGENCIES AND THE REFINANCED c
FACILITIES.............................................................................................................B-1 "-
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS..............C-1 3
APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENTS.........................................D-1 0
a
APPENDIX E DTC AND THE BOOK-ENTRY SYSTEM....................................................................E-1 c
APPENDIX F PROPOSED FORMS OF THE FINAL LEGAL OPINIONS OF BOND
COUNSEL................................................................................................................F-1 °c
APPENDIX F-1 FORM OF OPINION OF BOND COUNSEL RELATING TO 2016 Los in
in
AngelesBonds.......................................................................................................F-1-1
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APPENDIX F-2 FORM OF OPINION OF BOND COUNSEL RELATING TO 2016 San
Bernardino Bonds.................................. 0'
APPENDIX G AUDITED BASIC FINANCIAL STATEMENTS OF THE STATE FOR
THE FISCAL YEAR ENDED JUNE 30,2015.......................................................G-1
APPENDIXH NOTICE OF SALE..........................................................................................................H-1 c
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OFFICIAL STATEMENT
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$ $ a
LOS ANGELES SAN BERNARDINO Q'
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STATE BUILDING AUTHORITY JOINT POWERS FINANCING AUTHORITY
LEASE REVENUE REFUNDING BONDS LEASE REVENUE REFUNDING BONDS
(JUNIPERO SERRA STATE OFFICE BUILDING) (ROSA PARKS
2016 SERIES A MEMORIAL STATE OFFICE BUILDING) o
2016 SERIES A
c
0
INTRODUCTION °0
This introduction contains only a brief summary of certain of the terms of the Bonds being offered 0
and a brief description of this Official Statement. A full review should be made of the entire Official
Statement(including the pages immediately following the cover page and the Appendices). All statements a
contained in this introduction are qualified in their entirety by reference to the entire Official Statement. _
References to, and summaries of, provisions of the laws of the State of California(the "State') or any a
other documents referred to herein do not purport to be complete and such references are qualified in c
their entirety by reference to the complete provisions thereof. "'
L
The purpose of this Official Statement, which includes the cover page and the Appendices (this c
"Official Statement"), is to provide certain information concerning the issuance and sale by the Los a
Angeles State Building Authority (the "Los Angeles Authority") of its Lease Revenue Refunding Bonds o
(Junipero Serra State Office Building) 2016 Series A (the "2016 Los Angeles Bonds") and the issuance -�
and sale by the San Bernardino Joint Powers Financing Authority(the"San Bernardino Authority") of its °c
Lease Revenue Refunding Bonds (Rosa Parks Memorial State Office Building) 2016 Series A(the"2016 m
San Bernardino Bonds," and together with the 2016 Los Angeles Bonds, the "Bonds"). Each of the Los
�a
Angeles Authority and the San Bernardino Authority is referred to herein individually as an "Authority" t!?
and are collectively referred to as the "Authorities." The 2016 Los Angeles Bonds and the 2016 San c
Bernardino Bonds, each a "Series of Bonds," are separately offered and separately secured under �d
separate Indentures (defined herein) and separate Leases (defined herein). The holders of one N
Series of Bonds will have no claim on the revenues or funds securing the other Series of Bonds. >
Each Authority is a joint exercise of powers authority duly organized and operating pursuant to Chapter 5,
Division 7, Title 1 of the California Government Code (commencing with Section 6500) (the "Joint E
Powers Act"). See "THE LOS ANGELES AUTHORITY" and "THE SAN BERNARDINO
AUTHORITY." v�
Definitions V
E:
0
Listed below are certain defined terms used in this Official Statement. All capitalized terms used
in this Official Statement and not otherwise defined herein have the same meanings as in the applicable c
Indenture. See APPENDIX C- "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL E
DOCUMENTS—DEFINITIONS" for definitions of certain words and terms used but not otherwise a
defined herein.
"Additional Rental" means amounts payable in each year as additional rental pursuant to the to
applicable Lease. a
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Preliminary,subject to change. Y
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"Base Rental" means the base rental payments payable by the Participating Agency to or upon
the order of the applicable Authority pursuant to the applicable Lease. o
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"Caltrans"means the State of California Department of Transportation. Q
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"DGS"means the State of California Department of General Services. E
"Indentures"means the Los Angeles Indenture and the San Bernardino Indenture. o
"Los Angeles Authority" means the Los Angeles State Building Authority, a joint exercise of m
powers authority organized and operating pursuant to the Joint Powers Act and as authorized by a Joint ,
Exercise of Powers Agreement, dated as of June 30, 1982, as modified, by and between the State of
California, acting through the Department of General Services, and the Successor Agency to the .L°c
t Community Redevelopment Agency of the City of Los Angeles" (as successor to the Redevelopment Q
Agency of the City of Los Angeles). a,
c
"Los Angeles Indenture" means that indenture, dated as of November 15, 2016 by and between r-
the Los Angeles Authority and the Treasurer of the State of California, as trustee providing for the r-
issuance of the 2016 Los Angeles Bonds. N
L
"Los Angeles Lease" means that Amended and Restated Lease dated as of November 15, 2016 0
between the Los Angeles Authority and DGS. °'
c
"Participating Agency means with respect to the 2016 Los Angeles Bonds, DGS and with
respect to the 2016 San Bernardino Bonds, DGS and Caltrans. The term"Participating Agencies"refers °c
to DGS and Caltrans collectively. m
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"San Bernardino Authority"means the San Bernardino Joint Powers Financing Authority,a joint N
exercise of powers authority organized and operating pursuant to the Joint Powers Act, and as authorized c
by a Joint Exercise of Powers Agreement dated August 21, 1989, by and between the City of San
Bernardino and the Successor Agency to the Redevelopment Agency of the City of San Bernardino (as
N
successor to the Redevelopment Agency of the City of San Bernardino). >
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"San Bernardino Indenture" means that indenture, dated as of November 15, 2016 by and E
between the San Bernardino Authority and the Treasurer of the State of California, as trustee, providing a)
for the issuance of the 2016 San Bernardino Bonds. un
"San Bernardino Lease"means that Amended and Restated Lease Purchase Agreement dated as .0
of November 15,2016 between DGS,as agent for Caltrans,Caltrans,and the San Bernardino Authority. p
Authorization;Purposes c
E
The 2016 Los Angeles Bonds are issued pursuant to the Joint Powers Act, including Article 4
(commencing with Section 6584) thereof, and an indenture, dated as of November 15, 2016 (the "Los a.
Angeles Indenture"), by and between the Los Angeles Authority and the Treasurer of the State of
California (the "State Treasurer"), as trustee (the "Trustee"). The proceeds of the 2016 Los Angeles 06
Bonds will be used by the Los Angeles Authority to provide funds to (i) refund and defease all of its Y
outstanding Lease Revenue Bonds (State of California Department of General Services Lease), a
Series 1999A (the "Prior Los Angeles Bonds"), (ii)fund a debt service reserve account for the 2016 Los
Angeles Bonds and (iii)pay the costs of issuing the 2016 Los Angeles Bonds. See "TERMS OF THE E
2016 LOS ANGELES BONDS—Estimated Sources and Uses of Funds," "THE REFINANCED
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iW FACILITIES—The Los Angeles Project," and APPENDIX B for more detailed information concerning
the Los Angeles Project. 'o
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The 2016 San Bernardino Bonds are issued pursuant to the Joint Powers Act, including Article 4 Q
(commencing with Section 6584) thereof and an indenture, dated as of November 15, 2016 (the "San =
Bernardino Indenture"), by and between the San Bernardino Authority and the Trustee. The proceeds of E
the 2016 San Bernardino Bonds will be used by the San Bernardino Authority to provide funds to
(i)refund and defease all of its outstanding Lease Revenue Bonds (State of California Department of °p
Transportation Lease), 1995 Series A(the"Prior San Bernardino Bonds"), (ii)fund a debt service reserve
account for the 2016 San Bernardino Bonds and (iii)pay the costs of issuing the 2016 San Bernardino m
Bonds. See "TERMS OF THE 2016 SAN BERNARDINO BONDS—Estimated Sources and Uses of
Funds," "THE REFINANCED FACILITIES—The San Bernardino Project' and APPENDIX B for more
detailed information concerning the San Bernardino Project. °_
The Los Angeles Lease and the San Bernardino Lease are sometimes hereinafter collectively
referred to as the"Leases"and individually as a"Lease". The Los Angeles Lease provides that title to the
Los Angeles Facility will vest in DGS upon expiration of the term of such Lease and the San Bernardino
Lease provides that the San Bernardino Facility will vest in Caltrans upon the later of the date on which =_
the 2016 San Bernardino Bonds are paid in full or Caltrans pays the purchase price stated in the San y
Bernardino Lease for the San Bernardino Site of approximately$3.8 million.
3
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Terms of the Bonds _
0
Payment, Denominations. Each Series of Bonds will be issued as fully registered bonds and, -7
when delivered, will be registered in the name of a nominee of The Depository Trust Company, New
York,New York("DTC"). DTC will act as securities depository for each Series of Bonds. Purchases of m
beneficial interests in each Series of Bonds will be made in book-entry only form, in the authorized y
denominations of$5,000 and any integral multiple thereof. The principal and interest on.each Series of
Bonds will be paid as described in APPENDIX E–"DTC AND THE BOOK-ENTRY SYSTEM." 00
0
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Redemption. The Bonds are subject to redemption prior to their respective stated maturities as N
described herein. See"TERMS OF THE 2016 LOS ANGELES BONDS—Redemption Provisions of the >
2016 Los Angeles Bonds" and "TERMS OF THE 2016 SAN BERNARDINO BONDS—Redemption
Provisions of the 2016 San Bernardino Bonds." E
ra
Security and Source of Payment for the Bonds
Rental Payments under the Lease,Assignment to Trustee. Each Series of Bonds is separately
secured by a pledge of Base Rental payments to be made by the applicable Participating Agency, under O
the Lease related to such Series and amounts on deposit in the funds and accounts established under the m
Indenture for such Series (excluding amounts on deposit in the applicable Rebate Fund). Each r_
Participating Agency will covenant to take such action as may be necessary to include all rental payments E
due under the applicable Lease (including Base Rental payments) in its annual budget and to make the a
necessary annual allocations for all such rental payments. Base Rental payments due under the Lease for
a Series of Bonds will be in an amount sufficient to pay the principal of and interest on such Series of `O
Bonds and any related parity bonds. See APPENDIX C– "SUMMARY OF CERTAIN PROVISIONS
OF THE LEGAL DOCUMENTS—Leases." The obligation of each Participating Agency,to make rental a
payments (including Base Rental payments) pursuant to the applicable Lease is subject to and dependent
on the Participating Agency having beneficial use and occupancy of the related Facility. See
"SECURITY AND SOURCE OF PAYMENT FOR EACH SERIES OF BONDS—Abatement."
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The Los Angeles Authority has assigned to the Trustee for the benefit of the Holders of the 2016
Los Angeles Bonds and any future Additional Bonds issued pursuant to the Los Angeles Indenture on a o
parity with such bonds(collectively,the"Los Angeles Bonds")all of its rights,title and interest in and to, Q
among other things, the Los Angeles Lease (including its rights to receive Base Rental payments under a
the Los Angeles Lease and its rights to enforce the payment of amounts when due in the event of a default
by DGS). The San Bernardino Authority has assigned to the Trustee for the benefit of the Holders of the E
2016 San Bernardino Bonds and any future Additional Bonds issued pursuant to the San Bernardino '
Indenture on a parity with such bonds(collectively,the"San Bernardino Bonds")all of its rights,title and o°
interest in and to, among other things, the San Bernardino Lease (including its rights to receive Base
Rental payments under the San Bernardino Lease and its rights to enforce the payment of amounts when 0
m
due in the event of a default by Caltrans) See APPENDIX C— "SUMMARY OF CERTAIN
PROVISIONS OF THE LEGAL DOCUMENTS—THE INDENTURES." L
0
Reserve Account. Each Series of Bonds is separately secured by a Reserve Account (each, a
"Reserve Account"), which will be drawn upon in the event that funds available under the applicable a,
Indenture are not sufficient to pay the principal of and interest on the applicable Series of Bonds when
due. Each Reserve Account will be funded in an amount equal to the applicable Reserve Account @
Requirement which is an amount equal to $ with respect to the 2016 Los Angeles Bonds and
LL
$ with respect to the 2016 San Bernardino Bonds. The Reserve Account Requirement may L
also be established as a larger amount by any Supplemental Indenture. Amounts in each of the Reserve 3
Accounts are to be used only for those purposes specified in the applicable Indenture. See "SECURITY o0
AND SOURCE OF PAYMENT FOR EACH SERIES OF BONDS—Reserve Account."
0
Insurance. Each Lease requires the Participating Agency to maintain, among other coverage, n
0
fire, lightning and extended coverage insurance on the applicable Facility and rental interruption
insurance or use and occupancy insurance in such coverages and amounts as are more particularly m
described under "SECURITY AND SOURCE OF PAYMENT FOR EACH SERIES OF BONDS—
co
Insurance on the Refinanced Facilities." Each Lease requires the Participating Agency to maintain
earthquake insurance on the applicable Facility only if, in the sole discretion of the Participating Agency, c
such insurance is available on the open market from reputable insurance companies at commercially v
reasonable rates. See APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL N
DOCUMENTS—Leases—Casualty, Liability and Rental Interruption Insurance." No earthquake
insurance is currently in place for any Facility and there is no assurance that earthquake insurance will
subsequently be available or obtained for any Facility. m
m
The Leases require the applicable Authority, with the consent of the applicable Participating co
Agency,to use the proceeds of fire, lightning, extended coverage and earthquake insurance to either(i)to w
2
redeem Outstanding Bonds to the extent possible and in accordance with the provisions of the applicable
Indenture,but only if the Base Rental payments due after such a redemption together with other Revenues
available under the applicable Indenture would be sufficient to retire the applicable Bonds then
Outstanding in accordance with their terms, or (ii) for the repair, reconstruction or replacement of the
applicable Facility to the end that the applicable Facility shall be restored to at least the same condition E
that it was in prior to such damage, destruction or loss of use. Any proceeds of rental interruption a
insurance or use and occupancy insurance shall be used by the Trustee to reimburse the applicable
Participating Agency for any rental paid by the Participating Agency under the applicable Lease during
any abatement period and any proceeds of rental interruption insurance or use and occupancy insurance
not so used shall be applied as provided in the applicable Indenture to the extent required to pay annual a
debt service on the applicable Bonds or for other permitted uses. See "SECURITY AND SOURCE OF
PAYMENT FOR EACH SERIES OF BONDS—Insurance on the Refinanced Facilities" and
APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS—THE
INDENTURES"and"—Leases."
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Financial Condition of the State General Fund
0
The following paragraphs present an extremely abbreviated summary of certain fiscal issues a
relating to the State, all of which are described in more detail in APPENDIX A. All cross-references Q
under this heading are to sections of APPENDIXA– "THE STATE OF CALIFORNIA." Investors should
review the whole of APPENDIXA. E
v
The State's fiscal health continues to improve since the end of the severe recession in 2009 (the o
"Great Recession"), which caused large budget deficits. The State's General Fund budget has achieved a
structural balance for the last several fiscal years. Based on the 2016-17 Budget,by the end of fiscal year m
2016-17, the Budget Stabilization Account ("BSA"), the State's rainy day fund, is projected to have a
balance of $6.7 billion. See "APPENDIX A– STATE FINANCES—REVENUES, EXPENDITURES
AND RESERVES—Budget Reserves—Budget Stabilization Account." °_
In addition, in recent years, the State paid off billions of dollars of budgetary borrowings, debts ar
and deferrals which were accumulated to balance budgets during the Great Recession and years prior. _
Under the Proposition 2 requirements, the 2016-17 Budget includes the pay down of an additional $1.3
c
billion in various debts and liabilities in fiscal year 2016-17. See "APPENDIX A–DEBTS AND =
U_
LIABILITIES UNDER PROPOSITION 2." u,
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Despite significant budgetary improvements during the last several years, there remain a number a
of budget risks that threaten the financial condition of the State's General Fund. These risks include the =
threat of recession and the significant unfunded liabilities of the two main retirement systems managed by o
State entities,the California Public Employees' Retirement System("CalPERS")and the California State o
Teachers' Retirement System ("Ca1STRS"). In recent years, the State has committed to significant
increases in annual payments to these systems to reduce the unfunded liabilities. The State also has a m
significant unfunded liability with respect to other postemployment benefits. See "APPENDIX A– N
CURRENT STATE BUDGET—Budget Risks" and "APPENDIX A–STATE FINANCES—OTHER
ELEMENTS—Pension Systems"and"—Retiree Health Care Costs." c
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There can be no assurances that the State will not face fiscal stress and cash pressures again, or N
that other changes in the State or national economies will not materially adversely affect the financial >
Y
condition of the State. _
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Certain Information Related to this Official Statement
Cn
The information and expressions of opinion herein speak only as of their date and are subject to
change without notice. Neither the delivery of this Official Statement(including the Appendices)nor any V
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sale made hereunder nor any future uses of this Official Statement shall, under any circumstances, create O
any implication that there has been no change in the affairs of the State, the Participating Agencies, the
Los Angeles Authority or the San Bernardino Authority since the date hereof. _
E
All financial and other information presented in this Official Statement has been provided by the a
State, the Participating Agencies, the Los Angeles Authority or the San Bernardino Authority, from their ,
records, except for information expressly attributed to other sources. The presentation of information, t°
including tables of receipts from taxes and other revenues, is intended to show recent historical In
information and is not intended to indicate future or continuing trends in the financial position or other Q
affairs of the State. No representation is made that past experience, as it might be shown by such
financial and other information,will necessarily continue or repeat in the future. m
E
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Additional Information
0
Questions regarding this Official Statement and the issuance of the Bonds may be addressed to a
the office of the Honorable John Chiang, Treasurer of the State of California, Public Finance Division, a
P.O. Box 942809,Sacramento,California 94209-0001,Telephone(800)900-3873.
E
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THE REFINANCED FACILITIES 0
0
The Bonds are being issued by the Authorities to, among other things, provide funds to refund o
and defease bonds previously issued by the Authorities to finance and refinance certain existing facilities m
as discussed further below. Collectively, the Los Angeles Project and the San Bernardino Project, r
constitute the "Refinanced Facilities", and, individually, each is a "Refinanced Facility." Because the o
Refinanced Facilities described in the following sections are already complete and occupied, Holders of
the Bonds have no construction or completion risk. Q
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The Los Angeles Facility
0
The Prior Los Angeles Bonds were issued to finance and refinance the acquisition, construction E
and rehabilitation of the Junipero Serra Building(the"Los Angeles Project"), on a site located in the City
of Los Angeles, California("Los Angeles Site" and together with the "Los Angeles Project" a"Facility" 3
and the "Los Angeles Facility"). The Los Angeles Facility will be leased to DGS, pursuant to an a.
Amended and Restated Lease dated as of November 15, 2016 (the "Los Angeles Lease"). Subject to the
abatement provisions of the Los Angeles Lease, DGS will make rental payments (including Base Rental 0
payments) to the Los Angeles Authority under the Los Angeles Lease in an amount sufficient to pay =
(i)the principal of and interest on the 2016 Los Angeles Bonds and(ii) certain administrative expenses of m
the Los Angeles Authority related to the Los Angeles Facility. See "SECURITY AND SOURCE OF =
PAYMENT FOR EACH SERIES OF BONDS." in
00
The San Bernardino Facility °
The Prior San Bernardino Bonds were issued to finance the acquisition, installation and N
construction of the Rosa Parks Memorial State Office Building (the "San Bernardino Project") on a site
located in the City of San Bernardino, California (the "San Bernardino Site" and, together with the San
Bernardino Project, a"Facility" and the"San Bernardino Facility"). The San Bernardino Facility will be
leased to DGS, as agent for Caltrans,and Caltrans,pursuant to an Amended and Restated Lease Purchase 4a
Agreement dated as of November 15, 2016 (the "San Bernardino Lease"). Subject to the abatement N
provisions of the San Bernardino Lease, Caltrans will make rental payments (including Base Rental
payments) to the San Bernardino Authority under the San Bernardino Lease in an amount sufficient to 0
pay (i)the principal of and interest on the 2016 San Bernardino Bonds and (ii) certain administrative
expenses of the San Bernardino Authority related to the San Bernardino Facility. See"SECURITY AND
SOURCE OF PAYMENT FOR EACH SERIES OF BONDS." E
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SECURITY AND SOURCE OF PAYMENT FOR EACH SERIES OF BONDS °'
to
Each Series of Bonds is separately issued and separately secured under its related Indenture 0
and related Lease. Each Series of Bonds is separately issued and separately secured under its a
related Indenture. The 2016 Los Angeles Bonds are secured under the Los Angeles Indenture
which pertains exclusively to the 2016 Los Angeles Bonds. The 2016 San Bernardino Bonds are
secured under the San Bernardino Indenture which pertains exclusively to the 2016 San .EE
Bernardino Bonds. A Holder of the 2016 Los Angeles Bonds will have no claim on the revenues or
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funds securing the 2016 San Bernardino Bonds and a Holder of the 2016 San Bernardino Bonds
will have no claim on the revenues or funds securing the 2016 Los Angeles Bonds. >
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General Q
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The 2016 Los Angeles Bonds are special obligations of the Los Angeles Authority issued under E
and pursuant to the Los Angeles Indenture, payable solely from, and equally secured by a pledge of and o
charge and lien upon the Los Angeles Revenues(defined below)and amounts on deposit in the funds and o
accounts established pursuant to the Los Angeles Indenture(other than amounts on deposit in the Rebate c
Fund),which are irrevocably pledged to the payment of the principal of,redemption premium, if any, and m
interest on the 2016 Los Angeles Bonds as provided in the Los Angeles Indenture. The term "Los
Angeles Revenues" means (1)any proceeds of the 2016 Los Angeles Bonds deposited in the Interest L
Account of the Los Angeles Indenture, (2)all Base Rental payments received by the Los Angeles °_
Authority pursuant to the Los Angeles Lease and all other benefits, charges, income, proceeds, profits, Q
receipts, rents, proceeds of insurance and revenues derived by the Los Angeles Authority from the a,
ownership, operation or use of the Los Angeles Facility, including interest or profits from the investment
of money in any account or fund (other than the Rebate Fund) pursuant to the Los Angeles Indenture.
DGS will covenant to make rental payments to the Los Angeles Authority to the extent required under the C
Los Angeles Lease. The Base Rental portion of the rental payments due under the Los Angeles Lease is y
calculated to be sufficient,in both time and amount,to pay,when due,the annual principal of and interest 3
on the outstanding 2016 Los Angeles Bonds. Additional Rental payments due from DGS to the Los a°
Angeles Authority under the Los Angeles Lease include amounts sufficient to pay all administrative costs
and expenses of the Los Angeles Authority related to the Los Angeles Facility. DGS is responsible for •o
repair and maintenance of the Los Angeles Facility during the term of the Los Angeles Lease. o
The 2016 San Bernardino Bonds are special obligations of the San Bernardino Authority issued m
under and pursuant to the San Bernardino Indenture,payable solely from,and equally secured by a pledge in
of and charge and lien upon the San Bernardino Revenues (defined below) and amounts on deposit in the
funds and accounts established pursuant to the San Bernardino Indenture (other than amounts on deposit c
in the Rebate Fund), which are irrevocably pledged to the payment of the principal of, redemption v
premium, if any, and interest on the 2016 San Bernardino Bonds as provided in the San Bernardino
Indenture. The term "San Bernardino Revenues" means (1) any proceeds of the 2016 San Bernardino >
Bonds deposited in the Interest Account of the San Bernardino Indenture, (2)all Base Rental payments m
received by the San Bernardino Authority pursuant to the San Bernardino Lease and all other benefits, E
charges, income,proceeds,profits,receipts,rents,proceeds of insurance and revenues derived by the San o
Bernardino Authority from the ownership, operation or use of the San Bernardino Project, including N
interest or profits from the investment of money in any account or fund (other than the Rebate Fund)
pursuant to the San Bernardino Indenture. Caltrans will covenant to make rental payments to the San
Bernardino Authority to the extent required under the San Bernardino Lease. The Base Rental portion of 0
the rental payments due under the San Bernardino Lease is calculated to be sufficient, in both time and
amount, to pay when due the annual principal of and interest on the outstanding 2016 San Bernardino S
Bonds. Additional Rental payments due from Caltrans to the San Bernardino Authority under the San
Bernardino Lease include amounts sufficient to pay all administrative costs and expenses of the San a
Bernardino Authority related to the San Bernardino Facility. Caltrans is responsible for repair and
CO
maintenance of the San Bernardino Facility during the term of the San Bernardino Lease.
in
r
Budgeting for Payments under the Leases Q
r
Each Participating Agency will covenant in the applicable Lease to take such action within its E
power as may be necessary to include all rental payments due under the applicable Lease in that portion s
of the annual budget of the State related to it and to make the necessary annual allocations for all such U
a
21875854.8 7
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rental payments. The obligations of the Participating Agency to make rental payments (including Base
Rental payments) under the related Lease constitute a current expense of the Participating Agency, o
payable from funds of the State lawfully available therefor. `Qa_
a
The State's budget contains specific items designating the amount of rental payable for facilities
that are leased by the State from entities such as the Authorities. See APPENDIX A–"THE STATE OF E
CALIFORNIA—STATE FINANCES—REVENUES, EXPENDITURES AND RESERVES—The
Budget Process." p°
Under the State Constitution money may be drawn from the State Treasury only through an 0
appropriation made by law. An appropriation may be made by the State in the Budget Act or in other a
legislation, each of which must be approved by the State Legislature and signed by the Governor. L
Appropriations are generally limited to a one-year period of availability. See APPENDIX A– "THE s
STATE OF CALIFORNIA—STATE FINANCES—REVENUES, EXPENDITURES AND a
RESERVES—The Budget Process"for additional information concerning the appropriation process. a,
_
Section 15848 of the California Government Code provides a continuing appropriation of the
amount necessary to pay rent by a State agency (including, without limitation, DGS and Caltrans)
occupying space in a facility leased pursuant to a joint powers agreement from the fund in the State y
Treasury from which the Participating Agency derives its appropriations to pay such rental. Such 3
appropriation shall become available only if(i)the rental payments are due during a period that the State o0
is operating without funds appropriated by the Budget Act for that fiscal year or if the amount required to c
pay rental payments has not been included in the Budget Act for that fiscal year, (ii)the Department of S
Finance certifies to the State Controller that sufficient funds are available for the support of the agency for c
that portion of the facility that has been provided for its use, and (iii)the facility is available for the =
Participating Agency's use and occupancy. The statutory provision for continuing appropriations has not m
been interpreted by any court. in
Pursuant to the Los Angeles Lease, so long as DGS continues to enjoy beneficial use and c
occupancy of the Los Angeles Facility, DGS is obligated to pay the Base Rental due thereunder. In order
to ensure that an amount sufficient for timely payment of debt service on the outstanding 2016 Los N
Angeles Bonds is available to the Trustee when required for such payment, DGS will pay(subject to any >
event that may cause abatement of such obligations as described below), on each March 15 and
September 15, Base Rental in amounts as scheduled in the Los Angeles Lease sufficient to pay debt E
service on the outstanding 2016 Los Angeles Bonds on the immediately succeeding April 1 and
October 1. See "TERMS OF THE 2016 LOS ANGELES BONDS—Annual Fiscal Year Debt Service v�
Requirements." ;
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Pursuant to the San Bernardino Lease, so long as Caltrans continues to enjoy beneficial use and o
occupancy of the San Bernardino Facility,Caltrans is obligated to pay the Base Rental due thereunder. In
order to ensure that an amount sufficient for timely payment of debt service on the outstanding 2016 San =_
Bernardino Bonds is available to the Trustee when required for such payment, Caltrans will pay(subject E
to any event that may cause abatement of such obligations as described below), on each March 15 and a)
a
September 15, Base Rental in amounts as scheduled in the San Bernardino Lease sufficient to pay debt
service on the outstanding 2016 San Bernardino Bonds on the immediately succeeding April 1 and 06
October 1. See "TERMS OF THE 2016 SAN BERNARDINO BONDS—Annual Fiscal Year Debt �n
Service Requirements." q
Under the Leases, the obligation of the Participating Agency, to make Base Rental payments to
the applicable Authority is subject to and dependent upon the Participating Agency's beneficial use and
occupancy of the applicable Facility. The Bonds are special obligations of the applicable Authority M
a
21875854.8 8
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payable solely from the Revenues pledged under the Indenture for such Series. See "SECURITY AND
SOURCE OF PAYMENT FOR EACH SERIES OF BONDS—General."
0
CL
No Series of Bonds represents or constitutes an indebtedness or a debt, liability or obligation of Q
the applicable Authority, the State or any political subdivision thereof within the meaning of any
constitutional or statutory limitation or restriction. Neither the full faith and credit of the applicable E
Authority nor the State is pledged, and the general fund of the State is not liable for the payment of the
principal of, redemption premium, if any, or interest on any Series of Bonds. No tax shall ever be levied p°
or collected to pay the principal of,redemption premium,if any,or interest on any Series of Bonds. None
of the Los Angeles Authority, the San Bernardino Authority or the Participating Agencies has the power m
at any time or in any manner to pledge the credit or taxing power of the State. Neither of the Los Angeles
Authority or the San Bernardino Authority has any taxing power. L
0
Reserve Account 0
a
Each Series of Bonds is separately secured by a Reserve Account, which will be drawn upon in
the event that funds available under the applicable Indenture are not sufficient to pay the principal of and
_ interest on the applicable Series of Bonds when due. Each Reserve Account will be funded in an amount
equal to the applicable Reserve Account Requirement which is an amount equal to $ with y
respect to the 2016 Los Angeles Bonds and equal to $ with respect to the 2016 San as
Bernardino Bonds. The Reserve Account Requirement may also be established as a larger amount by any 0 CL
Supplemental Indenture.
0
Amounts in the Reserve Accounts are to be used only for those purposes specified in the o
applicable Indenture.
' m
Each Authority may satisfy its obligation to fund the applicable Reserve Account through cash or �
a letter of credit, surety bond or insurance policy meeting the requirements set forth in the applicable
Indenture, or a combination thereof, in an aggregate amount equal to the Reserve Account Requirement. c
Each Reserve Account is being funded initially with proceeds derived from the sale of the applicable
Series of Bonds that will be held as cash.
See APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL
DOCUMENTS—THE INDENTURES—Establishment of Funds and Accounts—Revenue Fund— E
Reserve Account."
U)
Abatement
The rental payments under a Lease (including Base Rental payments) shall be abated O
proportionately during any period in which,by reason of any damage or destruction,there is a substantial
interference with the use and occupancy of all or a portion of the applicable Facility by a Participating c
Agency. In the event that only a portion of a Facility is damaged or destroyed, only the portion of the E
rental payments (including Base Rental payments) representing such portion of the Facility will be n`0.
abated. Abatement shall continue for the period commencing with such substantial interference and
ending when use and occupancy is restored. tO
off
The remaining Base Rental payments due following an abatement, if any, together with moneys a
from insurance (in the event of any insured loss due to damage or destruction), including rental
u
interruption insurance, condemnation proceeds and moneys available in the applicable Reserve Account
may be insufficient to make all payments of principal of and interest on the applicable Series of Bonds =
during the period that a Facility is being replaced, repaired or reconstructed. In such circumstances, all
is r
a
21875854.8 9
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i
7.B.e
or a portion of such payments of principal and interest on the Series of Bonds with respect to which
an abatement has occurred may not be made. An abatement is not an event of default and no 'o
remedy is available under the Leases or the Indentures to the Holders of the Bonds for nonpayment a
under such circumstances. Q
See APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL
DOCUMENTS—Leases—Lease Payments—Consideration."
0
0
Insurance on the Refinanced Facilities c
0
Casualty Insurance: 2016 Los Angeles Bonds. The Los Angeles Lease requires the Participating m
Agency to maintain fire, lightning and extended coverage insurance on the Los Angeles Facility in an L
amount not less than 100% of the then current replacement cost of the Los Angeles Facility (excluding 0 0
the value of the Los Angeles Site as unimproved), subject to a deductible clause of not to exceed a
$500,000 for any one loss. The Los Angeles Lease also requires that DGS maintain earthquake insurance a,
on any structure comprising a part of the Los Angeles Facility in an amount equal to the lesser of the full =
insurable value of such structure or the amount of Outstanding 2016 Los Angeles Bonds, subject to a
deductible clause of not to exceed$500,000 for any one loss,but only if available in the sole discretion of E
DGS, on the open market from reputable insurance companies at commercially reasonable rates. See y
APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS— 3
LEASES—Casualty, Liability and Rental Interruption Insurance." The Los Angeles Facility currently a0
has no earthquake insurance and there is no assurance that earthquake insurance will be available
or obtained for the Los Angeles Facility in the future. o
n
Casualty Insurance: 2016 San Bernardino Bonds. The San Bernardino Lease requires Caltrans to
maintain fire,lightning and extended coverage insurance on the San Bernardino Facility in an amount not m
less than 100%of the then current replacement cost of the San Bernardino Facility(excluding the value of
Cn
the San Bernardino Site as unimproved), subject to a deductible clause of not to exceed $2,000,000 for
any one loss. The San Bernardino Lease also requires that Caltrans maintain earthquake insurance on any c
structure comprising a part of the San Bernardino Facility in an amount equal to the lesser of the full
insurable value of such structure or the amount of Outstanding 2016 San Bernardino Bonds subject to a N
deductible clause of not to exceed$2,000,000 for any one loss,but only if available, in the sole discretion >
of Caltrans, on the open market from reputable insurance companies at commercially reasonable rates.
See APPENDIX C— "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS— aEi
LEASES—Casualty, Liability and Rental Interruption Insurance." The San Bernardino Facility
currently has no earthquake insurance and there is no assurance that earthquake insurance will be y_
available or obtained for the San Bernardino Facility in the future]
_2
Each Lease and each Indenture requires that the Trustee use any Net Proceeds of such insurance, 0
to the extent required, to repair, reconstructor replace the applicable Facility, to pay debt service on the c
applicable Series of Bonds and any related parity debt, or to prepay Base Rental and redeem the
applicable Series of Bonds and any related parity debt. See APPENDIX C— "SUMMARY OF
CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS—LEASES—Application of Net Proceeds of L
j
a
Casualty Insurance."
06
Rental Interruption Insurance. In addition, each Lease requires the Participating Agency to u,
maintain rental interruption or use and occupancy insurance to cover loss,total or partial,of the use of the a
Facility, in an amount not less than the Base Rental due and payable under the Lease for the succeeding
two(2) years.
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21875854.8 10
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In the event that a Facility is substantially damaged by a hazard not covered by the casualty
' insurance required under a Lease, the Participating Agency's obligation to pay Base Rental would be c
proportionately abated to the extent of the lost use of the Facility, and there would be no rental a
interruption insurance proceeds with which to make Base Rental payments. Q
c
Any insurance policies required under the Leases shall contain a loss payable clause making any E
Net Proceeds from a loss thereunder payable to the applicable Authority and the Trustee, as their
respective interests may appear. p°
c
Remedies Upon Default 0
m
Should the applicable Participating Agency default under its applicable Lease and fail to remedy r
L
such default with all reasonable dispatch after notice thereof(in no event exceeding 15 days after a failure =
to pay Base Rental when due and otherwise not exceeding 60 days),the applicable Authority may enforce a
its remedies under the Lease, which include the right to (i)terminate the applicable Lease and the a,
applicable Participating Agency's right of possession,as applicable,under such applicable Lease,re-enter =
the applicable Facility and eject all parties in possession of the applicable Facility, or (ii) re-enter the
applicable Facility and eject all parties therefrom, and without terminating the applicable Lease, relet the =_
U.
applicable Facility or any P art thereof, and collect from the applicable Participating Agency monthly the
m
difference between the rental received from reletting the applicable Facility and the Base Rental that is 3
due and payable. In the event of a default under a Lease, there is no remedy of acceleration of the Base a°
Rental due over the term of the Lease,and the Trustee is not empowered to sell the applicable Facility and
use the proceeds of such sale to pay debt service on, or to redeem, the applicable Series of Bonds. See .o
APPENDIX C – "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS— o
LEASES—Events of Default"and"—Events of Default—Remedies on Default."
m
Each Indenture provides that any Holder of the applicable Series of Bonds may by legal action
compel the applicable Authority to carry out its duties under applicable law and the agreements and
covenants with the Holders contained in the Indenture, including maintaining and enforcing its rights 00
0
under the applicable Lease. See APPENDIX C –"SUMMARY OF CERTAIN PROVISIONS OF THE
LEGAL DOCUMENTS—THE INDENTURES—Other Remedies of Holders." See also "CERTAIN h,
RISK FACTORS—Enforcement of Remedies."
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Additional Bonds and Parity Bonds E
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Each Authority may issue Additional Bonds under its Indenture for the purpose of(i)financing or c"n
refinancing the acquisition and construction of additions, betterments, extensions or improvements to the ea
applicable Facility, including payment of all costs incidental to or connected with such financing or .2
refinancing, and/or (ii)refunding any Bonds or Additional Bonds then Outstanding under the Indenture, O
including payment of all costs incidental to or connected with such refunding. Any Additional Bonds
issued under an Indenture would be payable from the Los Angeles Revenues or the San Bernardino C
Revenues,as applicable, and, subject to certain conditions, secured on a parity with the bonds previously E
issued under that Indenture. See APPENDIX C–"SUMMARY OF CERTAIN PROVISIONS OF THE a
LEGAL DOCUMENTS—THE INDENTURES—Additional Bonds" for a summary of the conditions
precedent to issuance of Additional Bonds. 08
to
When issued, the 2016 Los Angeles Bonds will be the only bonds Outstanding under the Los a
Angeles Indenture and the 2016 San Bernardino Bonds will be the only bonds Outstanding under the San w
Bernardino Indenture.
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21875854.8 11
Packet Pg. 877
7.B.e
I
i
' TERMS OF THE 2016 LOS ANGELES BONDS
0
L
General a
Q
The 2016 Los Angeles Bonds will be issued in the aggregate principal amount of
$ Interest on the 2016 Los Angeles Bonds is payable commencing April 1, 2017 and °'
E
semiannually thereafter on October 1 and April 1 of each year. Interest is calculated on the basis of a
360-day year composed of twelve 30-day months. p°
So long as DTC or its nominee is the registered Holder of the 2016 Los Angeles Bonds, debt 0
service payments will be made to DTC as described in APPENDIX E – "DTC AND THE BOOK-
.
ENTRY SYSTEM." *'
0
t
Redemption Provisions of the 2016 Los Angeles Bonds* a
No Optional Redemption. The 2016 Los Angeles Bonds shall not be subject to optional
redemption prior to their respective maturity dates.
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Extraordinary Redemption. The 2016 Los Angeles Bonds are subject to redemption prior to their LL
t2
respective maturity dates,upon notice as described below, at the option of the Los Angeles Authority, on 3
any date, in whole or in part, from certain proceeds of insurance or proceeds of eminent domain 0
proceedings, upon the terms and conditions of, and as provided in the Los Angeles Indenture at the a
principal amount thereof together with accrued interest to the date fixed for redemption, without S
0
premium. See APPENDIX C – "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL
DOCUMENTS—LEASES—Application of Net Proceeds of Casualty Insurance" and "—Application of C
Net Proceeds of Eminent Domain." m
c
`w Mandatory Sinking Account Redemption. The 2016 Los Angeles Bonds maturing on December W
1, 20— are Term Bonds (the "Los Angeles Term Bonds") and shall be paid at maturity and shall be c
subject to redemption prior to maturity, in part,at the principal amount thereof plus accrued interest to the
date fixed for redemption, without premium, and shall be paid at maturity from mandatory sinking
N
account payments in the amounts and on the dates set forth in the following table: >
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Los Angeles Term Bonds Maturing December 1,20
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Mandatory Sinking ra
Account Payment Dates Principal Amount V
(December 1) Redeemed O
c
t Maturity Date. E
In the event of optional redemption of less than all of the Los Angeles Term Bonds, the
mandatory sinking account payments for such Los Angeles Term Bonds are to be reduced at the direction tO
of the Los Angeles Authority;provided,however,that the Los Angeles Authority shall first have received Rn
an Opinion of Counsel stating that partial redemption of such Los Angeles Term Bonds and the method of a
� reduction directed by the Los Angeles Authority is legally permitted. In the absence of such direction
with respect to an optional redemption, and, in the case of a partial redemption of the Los Angeles Term
Bonds from the proceeds of insurance or eminent domain proceedings, the mandatory sinking account
payments for such Los Angeles Term Bonds will be reduced ratably.
Q
21875854.8 12
Packet Pg. 878
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Selection of 2016 Los Angeles Bonds for Redemption. If less than all Outstanding 2016 Los
Angeles Bonds are to be redeemed at any one time from the proceeds of insurance or eminent domain 'o
proceedings,the Trustee shall select such 2016 Los Angeles Bonds to be redeemed from each maturity on a
a proportionate basis; provided that within each maturity such 2016 Los Angeles Bonds shall be selected Q
by lot. If less than all Outstanding 2016 Los Angeles Bonds are to be redeemed at any one time, other m
than from the proceeds of insurance or eminent domain proceedings, the Trustee shall select such 2016 E
Los Angeles Bonds to be redeemed from each maturity at his discretion; provided that within each
maturity such 2016 Los Angeles Bonds shall be selected by lot. °
0
Notice of Redemption of 2016 Los Angeles Bonds. So long as DTC is acting as Securities m
Depository for the 2016 Los Angeles Bonds, notice of redemption will be given.by the Trustee sending
copies of such notice to DTC (and not to the Beneficial Holders of any 2016 Los Angeles Bonds L
designated for redemption) at least 30 days but not more than 60 days prior to the date fixed for °c
redemption. Failure by the Trustee to give notice pursuant to the Los Angeles Indenture to any one or a
more of the information services or securities depositories who are not Holders, including to the MSRB's a,
(defined herein)EMMA(defined herein)portal,or the insufficiency of any such notice,will not affect the S
U
sufficiency of the proceedings for redemption. The Los Angeles Indenture provides that if notice of
redemption has been duly given and money for payment of the redemption price of the 2016 Los Angeles S
U.
Bonds called for redemption is held by the Trustee,then on the redemption date designated in such notice, i
the 2016 Los Angeles Bonds so called for redemption will become due and payable, and from and after
the redemption date interest on the 2016 Los Angeles Bonds so called for redemption will cease to accrue n°.
and the Holders of such 2016 Los Angeles Bonds will have no rights in respect thereof except to receive =
payment of the redemption price thereof. See APPENDIX E — "DTC AND THE BOOK-ENTRY o
SYSTEM"concerning DTC's redemption procedures. o
c
Purchase of Los Angeles Term Bonds in Lieu of Redemption.The Los Angeles Indenture provides m
that, at any time prior to giving notice of mandatory sinking account redemption of any Los Angeles cc
Co
Term Bonds, the Trustee may apply moneys on deposit in the sinking account relating to such Los
Angeles Term Bonds to the purchase of such Los Angeles Term Bonds at a public or private sale,as and c
when and at such prices as shall be determined by the Trustee, except that such purchase price(excluding r
accrued interest) shall not exceed the redemption price that would be payable for such Los Angeles Term N
Bonds upon redemption by application of such mandatory sinking account payments, as described above. ?
If, during the twelve-month period immediately preceding each mandatory sinking account payment date,
the Trustee has purchased such Los Angeles Term Bonds with moneys in such sinking account, such E CD
Term Bonds so purchased shall be applied,to the extent of the full principal amount thereof,to reduce the a
next succeeding mandatory sinking account payment,as applicable. Cn
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21875854.8 13
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7.B.e
Annual Fiscal Year Debt Service Requirements
P
The principal, interest and total debt service requirements for the 2016 Los Angeles Bonds Q
(assuming no redemptions other than scheduled mandatory sinking account redemptions) are set forth Q
below: c
m
E
Total 2016 Los
U
Payment 2016 Los Angeles 2016 Los Angeles Angeles Bonds Annual Fiscal 0
Date Bonds Principal Bonds Interest Debt Service Year Debt Service
c
0
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0
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3
0
TOTAL a
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Estimated Sources and Uses of Funds -'
0
r^. 0
The proceeds to be received from the sale of the 2016 Los Angeles Bonds, together with other m
✓' available funds,are anticipated to be applied as follows:
Sources o
0
Principal Amount
Plus/Less Original Issue Premium/Discount
N
Transfers from Moneys on Hand >
Total Sources of Funds
m
E
Uses 4°
Deposit to Los Angeles Escrow Fund') co
Deposit to 2016 Los Angeles Bonds Reserve Account
Initial Purchaser's Discount U
Costs of Issuance(2) O
Total Uses of Funds
c
E
Defined below.
cz� Including fees of rating agencies,the State Treasurer for serving as trustee,legal and other costs of issuance. d
Plan of Refunding of the 2016 Los Angeles Bonds ots
r
Upon the issuance and delivery of the 2016 Los Angeles Bonds, pursuant to an Escrow Q
Agreement dated as of November 15, 2016 (the "Los Angeles Escrow Agreement") by and between the c
Los Angeles Authority and the State Treasurer, as escrow agent (the "Escrow Agent"), a portion of the a)
proceeds of the 2016 Los Angeles Bonds, together with other lawfully available funds, will be deposited C
in an irrevocable escrow fund established pursuant to the Los Angeles Escrow Agreement (the "Los
d
21875854.8 14
Packet Pg. 880
i
7.B.e
I
Angeles Escrow Fund")and held by the Escrow Agent. Moneys in the Los Angeles Escrow Fund will be
held uninvested in cash and the Escrow Agent will apply such monies in the Los Angeles Escrow Fund to 0
redeem the Prior Los Angeles Bonds on January 1, 2017. The moneys held in the Los Angeles Escrow Q
Fund will not secure the 2016 Los Angeles Bonds or any other Series of Bonds and will not pay debt a
service on the 2016 Los Angeles Bonds or any other Series of Bonds.
E
The moneys so deposited with the Escrow Agent in the Los Angeles Escrow Fund for the Prior
Los Angeles Bonds will be sufficient to pay the principal and interest due on the Prior Los Angeles Bonds p°
on the January 1,2017 redemption date. For information on mathematical verification of the adequacy of
such funds held in the Los Angeles Escrow Fund to make such payments, see"VERIFICATION." Upon m
such irrevocable deposit with the Escrow Agent and execution of the Los Angeles Escrow Agreement,the
Prior Los Angeles Bonds will be defeased and will no longer be entitled to the benefits of the indenture L
under which they were issued. 0
The Prior Los Angeles Bonds identified in the table below will be redeemed on January 1, 2017 0
at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for S
redemption,without premium.
c
Los Angeles State Building Authority 0
Lease Revenue Bonds 0
(State of California Department of General Services Lease) 0
a.
Series 1999A
c
0
Maturity Date —'
0
(October 1) Principal Amount Interest Rate
v
m
c
2017 $4,100,000 5.50% in
2018 4,325,000 5.50 00
2019 4,565,000 5.50
N
TERMS OF THE 2016 SAN BERNARDINO BONDS >
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General E
Q
ca
The 2016 San Bernardino Bonds will be issued in the aggregate principal amount of un
$ . Interest on the 2016 San Bernardino Bonds is payable commencing April 1, 2017 and @
semiannually thereafter on October 1 and April 1 of each year. Interest is calculated on the basis of a
360-day year composed of twelve 30-day months. 0
M
So long as DTC or its nominee is the registered Holder of the 2016 San Bernardino Bonds, debt E
service payments will be made to DTC as described in APPENDIX E— "DTC AND THE BOOK- E
ENTRY SYSTEM." L
a
Redemption Provisions of the 2016 San Bernardino Bonds* tO
xs
Ln
No Optional Redemption. The 2016 San Bernardino Bonds shall not be subject to optional L
redemption prior to their respective maturity dates.
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Extraordinary Redemption. The 2016 San Bernardino Bonds are subject to redemption prior to E
their respective maturity dates, upon notice as described below, at the option of the San Bernardino M
r
21875854.8 15
Packet Pg. 881
7.B.e
Authority, on any date, in whole or in part from certain proceeds of insurance or proceeds of eminent
domain proceedings upon the terms and conditions of, and as provided in the San Bernardino Indenture, c
at the principal amount thereof together with accrued interest to the date fixed for redemption, without a
premium. See APPENDIX C — "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL Q
DOCUMENTS—LEASES—Application of Net Proceeds of Casualty Insurance" and "—Application of
Net Proceeds of Eminent Domain." E
v
Mandatory Sinking Account Redemption. The 2016 San Bernardino Bonds maturing on p°
December 1,20—are Term Bonds(the"San Bernardino Term Bonds") and shall be paid at maturity and
shall be subject to redemption prior to maturity, in part, at the principal amount thereof plus accrued m
interest to the date fixed for redemption, without premium, and shall be paid at maturity from mandatory
sinking account payments in the amounts and on the dates set forth in the following table: L
0
s
San Bernardino Term Bonds Maturing December 1,20 Q
Mandatory Sinking
Account Payment Dates Principal Amount
(December 1) Redeemed c
LL
L
d
Maturity Date. o0
In the event of optional redemption of less than all of the term bonds maturing on December 1, o
20— (the "San Bernardino Term Bonds"), the mandatory sinking account payments for such San o
Bernardino Term Bonds are to be reduced at the direction of the San Bernardino Authority; provided, c
however, that the San Bernardino Authority shall first have received an Opinion of Counsel stating that m
Bonds the method of reduction directed b the San
Cn
partial redemption of such San Bernardino Term o ds and y
Bernardino Authority is legally permitted. In the absence of such direction with respect to an optional
redemption,and,in the case of a partial redemption of the San Bernardino Term Bonds from the proceeds c
of insurance or eminent domain proceedings, the mandatory sinking account payments for such San v
Bernardino Term Bonds will be reduced ratably. ry
Selection of 2016 San Bernardino Bonds for Redemption. If less than all Outstanding 2016 San
Bernardino Bonds are to be redeemed at any one time from the proceeds of insurance or eminent domain d
proceedings,the Trustee shall select such 2016 San Bernardino Bonds to be redeemed from each maturity
on a proportionate basis; provided that within each maturity such 2016 San Bernardino Bonds shall be
selected by lot. If less than all Outstanding 2016 San Bernardino Bonds are to be redeemed at any one
time, other than from the proceeds of insurance or eminent domain proceedings, the Trustee shall select 2
such 2016 San Bernardino Bonds to be redeemed from each maturity at his discretion; provided that 0
within each maturity such 2016 San Bernardino Bonds shall be selected by lot.
c
Notice of Redemption of 2016 San Bernardino Bonds. So long as DTC is acting as Securities
Depository for the 2016 San Bernardino Bonds, notice of redemption will be given by the Trustee by
a
sending copies of such notice to DTC (and not to the Beneficial Holders of any 2016 San Bernardino
Bonds designated for redemption) at least 30 days but not more than 60 days prior to the date fixed for 06
redemption. Failure by the Trustee to give notice pursuant to the San Bernardino Indenture to any one or Ln
more of the information services or securities depositories who are not Holders, including to the MSRB's Q
(defined herein)EMMA(defined herein)portal,or the insufficiency of any such notice,will not affect the
sufficiency of the proceedings for redemption. The San Bernardino Indenture provides that if notice of
redemption has been duly given and money for payment of the redemption price of the 2016 San t
Bernardino Bonds called for redemption is held by the Trustee,then on the redemption date designated in
a
21875854.8 16
Packet Pg. 882
7.B.e
such notice, the 2016 San Bernardino Bonds so called for redemption will become due and payable, and
from and after the redemption date interest on the 2016 San Bernardino Bonds so called for redemption 'o
will cease to accrue and the Holders of such 2016 San Bernardino Bonds will have no rights in respect `0..
thereof except to receive payment of the redemption price thereof. See APPENDIX E—"DTC AND THE Q
BOOK-ENTRY SYSTEM"concerning DTC's redemption procedures. C
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Purchase of San Bernardino Term Bonds in Lieu of Redemption. The San Bernardino Indenture
provides that, at any time prior to giving notice of mandatory sinking account redemption of any San p°
Bernardino Term Bonds,the Trustee may apply moneys on deposit in the sinking account relating to such =
San Bernardino Term Bonds to the purchase of such San Bernardino Term Bonds at a public or private m
sale,as and when and at such prices as shall be determined by the Trustee,except that such purchase price
(excluding accrued interest) shall not exceed the redemption price that would be payable for such San L
r Bernardino Term Bonds upon redemption by application of such mandatory sinking account payments,as 0
described above. If, during the twelve-month period immediately preceding each mandatory sinking a
account payment date, the Trustee has purchased such San Bernardino Term Bonds with moneys in such a,
sinking account, such Term Bonds so purchased shall be applied,to the extent of the full principal amount S
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thereof,to reduce the next succeeding mandatory sinking account payment,as applicable. C
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Annual Fiscal Year Debt Service Requirements L
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The principal, interest and total debt service requirements for the 2016 San Bernardino Bonds n0
(assuming no redemptions other than scheduled mandatory sinking account redemptions) are set forth
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below: "o
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2016 San C
2016 San 2016 San Bernardino m
Payment Bernardino Bernardino Bonds Total Debt Annual Fiscal C
Date Bonds Principal Bonds Interest Service Year Debt Service
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0
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TOTAL _C
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Estimated Sources and Uses of Funds
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The proceeds to be received from the sale of the 2016 San Bernardino Bonds,together with other a
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available funds,are anticipated to be applied as follows:
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Sources E
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Principal Amount
Plus/Less Original Issue Premium/Discount p°
Transfers from Moneys on Hand =
Total Sources of Funds m
Uses
Deposit to San Bernardino Escrow Fundy)
Deposit to 2016 San Bernardino Bonds Reserve Account
Initial Purchaser's Discount Q
Costs of Issuance�1 c
Total Uses of Funds c Vs
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Defined below. i
z Including fees of rating agencies,the State Treasurer for serving as trustee,legal and other costs of issuance. d
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Plan of Refunding of the 2016 San Bernardino Bonds
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Upon the issuance and delivery of the 2016 San Bernardino Bonds, pursuant to an Escrow °c
Agreement dated as of November 15, 2016 (the "San Bernardino Escrow Agreement") by and between m
the San Bernardino Authority and the Escrow Agent, a portion of the proceeds of the 2016 San =
Bernardino Bonds, together with other lawfully available funds, will be deposited in an escrow fund vn
established pursuant to the San Bernardino Escrow Agreement (the "San Bernardino Escrow Fund") and co
held by the Escrow Agent. Moneys in the San Bernardino Escrow Fund will be held uninvested in cash °
and the Escrow Agent will apply such monies in the San Bernardino Escrow Fund to redeem the Prior
San Bernardino Bonds on January 1,2017. The moneys held in the San Bernardino Escrow Fund will not
secure the 2016 San Bernardino Bonds or any other Series of Bonds and will not pay debt service on the
2016 San Bernardino Bonds or any other Series of Bonds. d
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The moneys so deposited with the Escrow Agent in the San Bernardino Escrow Fund for the Prior N
San Bernardino Bonds will be sufficient to pay the principal and interest (including mandatory sinking
account payments) due on the Prior San Bernardino Bonds to and including the January 1, 2017 0
redemption date. For information on mathematical verification of the adequacy of such funds held in the o
San Bernardino Escrow Fund to make such payments, see "VERIFICATION." Upon such irrevocable L
deposit with the Escrow Agent and execution of the San Bernardino Escrow Agreement, the Prior San
Bernardino Bonds will be defeased and will no longer be entitled to the benefits of the indenture under E
which they were issued. L
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The Prior San Bernardino Bonds identified in the table below (including mandatory sinking
account payments) will be paid as scheduled or redeemed on January 1, 2017 at a redemption price equal c
to the principal amount thereof plus accrued interest to the date fixed for redemption,without premium. a
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San Bernardino Joint Powers Financing Authority
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Lease Revenue Bonds E
(State of California Department of Transportation Lease)
1995 Series A °
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Maturity Date m
(December 1) Principal Amount Interest Rate I
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2020*T $20,985,000 5.50%
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* Term Bond
t The December 1,2016 mandatory sinking account payment will be paid as scheduled. _
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THE LOS ANGELES AUTHORITY E U.
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The Los Angeles Authority is a joint exercise of powers authority organized and operating
3
pursuant to the Joint Powers Act and pursuant to a Joint Exercise of Powers Agreement for the Los a°
Angeles State Building By and Between the State of California,acting through the Department of General
Services, and the Successor Agency to The Community Redevelopment Agency of the City of Los b
Angeles dated as of June 30, 1982,as amended(the"Agreement")." The Los Angeles Authority was and °
is authorized by the terms of the Agreement to, among other things, acquire the Los Angeles Site,
construct the Los Angeles Project and lease and maintain and operate the Los Angeles Facility. °0
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The Los Angeles Authority is administered by a governing board of three members (the "Los N
Angeles Board"), each serving in their individual capacities as members of the Los Angeles Board. Two 0
members are appointed by, and serve at the pleasure of, the Director of DGS, and one member is g
appointed by the Board of Directors of the Successor Agency to The Community Redevelopment Agency ry
of the City of Los Angeles,California (the "Los Angeles Agency"). Each member of the Los Angeles
Board serves a two-year term with no restrictions on the number of terms a member may serve. The Los
Angeles Board elects a President and Vice President from among its members and appoints a Secretary E
who may,but need not,be a member of the Los Angeles Board. The State Treasurer is designated as the a
Treasurer of the Los Angeles Authority, and the Controller of the State is designated as the Controller of
the Los Angeles Authority.
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The current members of the Los Angeles Board of the Los Angeles Authority are as follows: 0
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President....................................................................Jerry Epstein E
Vice President......................................................Redmond Doms
Member........................................................Timothy B. McOsker o.
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The Los Angeles Agency and DGS each have the right to appoint one alternate member. Barron
McCoy serves as alternate members for Timothy B. McOsker. 'n
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21875854.8 19
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THE SAN BERNARDINO AUTHORITY
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The San Bernardino Authority was established and now operates pursuant to a Joint Exercise of a-
Powers Agreement dated August 21, 1989,by and between the City of San Bernardino and the Successor a
Agency to the Redevelopment Agency of the City of San Bernardino (the "San Bernardino Agency").
The San Bernardino Authority was created for the purpose of providing financing for the redevelopment E
activities for the City of San Bernardino,the San Bernardino Agency, or other local agencies in the State,
the acquisition, construction or installation by the San Bernardino Authority of public capital 0
improvements and/or the purchase by the San Bernardino Authority of public obligation within the c
meaning of the Act. The San Bernardino Authority is authorized pursuant to the Act to borrow money for m
the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of
making loans to the City of San Bernardino, the San Bernardino Agency, or other local agencies to L
provide financing for redevelopment activities of the City of San Bernardino or the San Bernardino 0 0
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Agency.
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The San Bernardino Authority is administered by a governing board comprised of the Mayor of =
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the City of San Bernardino, who is elected on a City-wide basis, and the seven (7)members of the
Common Council each elected from within their respective wards (the "San Bernardino Board"), and all
LL
such elected officials serve as the members of the San Bernardino Board. The Mayor and Common
} Council automatically serve as the San Bernardino Board during the respective terms of office for each of 3
said elected officials. The organizational structure of the San Bernardino Authority does not make a°
provision for the appointment of alternate members to serve on the San Bernardino Board. Certain City
of San Bernardino and San Bernardino Agency employees are appointed by resolution of the San o
Bernardino Authority to function in staff positions and as appointed officers of the San Bernardino 0
Authority.
The current members of the Board of the San Bernardino Authority and the appointed officers of in
the San Bernardino Authority are as follows:
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Chairperson and Mayor
Board Member and Councilperson
Board Member and Councilperson >
Board Member and Councilperson
Board Member and Councilperson E
Board Member and Councilperson is
Board Member and Councilperson W
Board Member and Councilperson
2
San Bernardino Authority Administrator and San Bernardino Agency Administrator 0
San Bernardino Authority Secretary and City Administrator
San Bernardino Authority Controller and City Finance Directors
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21875854.8 20
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CERTAIN RISK FACTORS
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The following factors, along with all other information in this Official Statement, should be a
considered in evaluating the purchase of the Bonds. The following does not purport to bean exhaustive C
list of the risks associated with an investment in the Bonds. The order in which this information is
presented does not reflect the relative importance of the various issues. Any one or more of the risk E
factors discussed below could lead to a decrease in the market value or liquidity of the Bonds. There can
be no assurance that other risk factors not discussed here will not become material in the future. p°
c
No Earthquake Insurance a
m
Each Lease requires the applicable Participating Agency to maintain earthquake insurance on the
L
applicable Facility only if such insurance is available, in the sole discretion of the applicable Participating 0
Agency, on the open market from reputable insurance companies at commercially reasonable rates. See a
APPENDIX C – "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS-
LEASES--Casualty, Liability and Rental Interruption Insurance." No earthquake insurance is
U
currently in place for any Facility and there is no assurance that earthquake insurance will
subsequently be available or obtained for any Facility. See "SECURITY AND SOURCE OF
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PAYMENT FOR EACH SERIES OF BONDS—Insurance on the Refinanced Facilities."
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Abatement a0
The Base Rental due under a Lease will be abated during any period in which, by reason of any
0
damage or destruction,there is a substantial interference with the use and occupancy of all or a portion of n
Ce the applicable Facility by the Participating Agency. See APPENDIX C –"SUMMARY OF CERTAIN °c
PROVISIONS OF` THE LEGAL DOCUMENTS—LEASES—Lease Payments." If damage or m
destruction with respect to a Facility results in abatement of Base Rental under a Lease and the resulting
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Base Rental, if any, together with moneys from rental interruption insurance (in the event of any insured
loss due to damage or destruction) and moneys available in the applicable Reserve Account, are o
insufficient to make all payments of principal and interest on the applicable Series of Bonds and all
related parity bonds during the period the Facility is being replaced, repaired or reconstructed, then such N
payments of principal and interest may not be made. Abatement is not an event of default under the >
Leases or the Indentures, and no remedy is available to the Holders of a Series of Bonds for
nonpayment under such circumstances. See "SECURITY AND SOURCE OF PAYMENT FOR E
EACH SERIES OF BONDS—Abatement." m
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No Limitation on Additional Series of Bonds
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Each Authority may issue Additional Bonds under its Indenture. Any Additional Bonds issued O
under an Indenture would be payable from the Los Angeles Revenues or the San Bernardino Revenues, as �
applicable, and, subject to certain conditions, secured on a parity with the bonds previously issued under S
that Indenture. See APPENDIX C – "SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL
j DOCUMENTS—THE INDENTURES—Additional Bonds" and "SECURITY AND SOURCE OF
PAYMENT FOR EACH SERIES OF BONDS—Additional Bonds and Parity Bonds." a
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Limited Recourse on Default Ln
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While each Lease provides that the related Facility may be re-let following a default, achieving `t
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such a remedy may not be practical due to the lack of a replacement lessee, the specialized nature, in
some cases, of the Facility to be re-let,or other reasons. Base Rental payable pursuant to the Leases may =
' not be accelerated. Therefore, the circumstances under which the State Treasurer might declare the
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21875854.8 21
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' principal of and interest on the Bonds due and payable immediately are limited. See "SECURITY AND
SOURCE OF PAYMENT FOR EACH SERIES OF BONDS—Remedies Upon Default" 'o
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Enforcement of Remedies Q
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The enforcement of any remedies provided in the Leases and the Indentures could prove both
expensive and time consuming. The rights and remedies provided in each Lease and each Indenture may
be limited by and are subject to the limitations on legal remedies against the State, including State 00
constitutional limits on expenditures,limitations on the enforcement of judgments against funds needed to
serve the public welfare and interest; equity principles which may limit the specific enforcement under m
State law of certain remedies; and the reasonable and necessary exercise,in certain exceptional situations,
of the police powers inherent in the sovereignty of the State in the interest of serving a significant and L
legitimate public purpose.
Relationship Between Entities Charged with Enforcing Remedies. DGS is the lessee under the
Los Angeles Lease. DGS also appoints two of the three members of the Board of the Los Angeles =
Authority. Each of the Authorities has assigned all of its rights, title and interest in and to the respective
Leases to the Trustee for the benefit of the Holders of the applicable Series of Bonds. The State Treasurer =
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is serving as the Trustee under each Indenture.
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Adequacy of Insurance; Fulfillment of Insurer's Obligations a
Each Lease requires the Participating Agency to maintain and keep in force various forms of o
insurance, subject to deductibles, on the Refinanced Facilities for repair or replacement in the event of
damage or destruction to the Refinanced Facilities caused by certain hazards. The Participating Agency is
also required to maintain rental interruption or use and occupancy insurance. No representation is made m
as to the ability of any insurer to fulfill its obligations under any insurance policy required under the
Leases and no assurance can be given as to adequacy of any such insurance to fund necessary repair or N
replacement or to pay principal and interest with respect to the Bonds. See"SECURITY AND SOURCE c
OF PAYMENT FOR EACH SERIES OF BONDS—Insurance on the Refinanced Facilities."
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State Financial Condition >
As described in APPENDIX A,the State's fiscal health continues to improve since the end of the E
Great Recession in 2009, however, there remain a number of major risks and pressures that threaten the 2
State's financial condition, including the significant unfunded liabilities of the two main retirement in
systems managed by State entities. The State also has a significant unfunded liability with respect to
other post-employment benefits. There can be no assurances that the State will not face fiscal stress and v
cash pressures again as it has periodically in the past or that other changes in the State or national O
economies will not materially adversely affect the financial condition of the State. See APPENDIX A.
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Other Risks E
There may be other risk factors inherent in ownership of the Bonds in addition to those described a
in this section. to
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TAX MATTERS a
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In the opinion of Stradling Yocca Carlson& Rauth, a Professional Corporation,Newport Beach,
California ("Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions, interest
on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax ;g
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21875854.8 22
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preference for purposes of calculating the federal alternative minimum tax imposed on individuals and
corporations. In the further opinion of Bond Counsel, interest on the Bonds is exempt from State of 'o
California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the a
Bonds may be included as an adjustment in the calculation of alternative minimum taxable income,which Q
may affect the alternative minimum tax liability of such corporations.
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The difference between the issue price of a Bond(the first price at which a substantial amount of
the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity with o
respect to the Bond (to the extent the redemption price at maturity is greater than the issue price)
constitutes original issue discount. Original issue discount accrues under a constant yield method, and m
original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such
excludable income. The amount of original issue discount deemed received by a Beneficial Owner will L
increase the Beneficial Owner's basis in the applicable Bond. In the opinion of Bond Counsel, the °_
amount of original issue discount that accrues to the Beneficial Owner of the Bond is excluded from gross Q
income of such Beneficial Owner for federal income tax purposes and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations. In the opinion
of Bond Counsel,the amount of original issue discount that accrues to the Beneficial Owner of the Bonds
is exempt from State of California personal income tax.
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Bond Counsel's opinion as to the exclusion from gross income for federal income tax purposes of 3
interest (and original issue discount) on the Bonds is based upon certain representations of fact and a°
certifications made by the Los Angeles Authority, the San Bernardino Authority, DGS, Caltrans and F
others and is subject to the condition that each Authority,Caltrans and DGS comply with all requirements o
of the Internal Revenue Code of 1986, as amended (the "Code"),that must be satisfied subsequent to the o
issuance of the Bonds to assure that interest (and original issue discount) on the Bonds will not become
includable in gross income for federal income tax purposes. Failure to comply with such requirements of m
the Code might cause the interest (and original issue discount) on the Bonds to be included in gross in
income for federal income tax purposes retroactive to the date of issuance of the Bonds. Each Authority,
Caltrans,and DGS will covenant to comply with all such requirements. o
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The amount by which a Beneficial Owner's original basis for determining loss on sale or h,
exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity >
(or on an earlier call date) constitutes amortizable bond premium, which must be amortized under
Section 171 of the Code; such amortizable bond premium reduces the Beneficial Owner's basis in the E
applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal
income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a N
Beneficial Owner realizing a taxable gain when a Bond is sold by the Beneficial Owner for an amount
equal to or less (under certain circumstances)than the original cost of the Bond to the Beneficial Owner. ;
Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and 0
collateral consequences of amortizable bond premium.
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Bond Counsel's opinions may be affected by actions taken(or not taken) or events occurring(or E
not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any a
person,whether any such actions or events are taken or do occur. The Indentures and the Tax Certificates
relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of a bond 06
counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the Ln
exclusion from gross income for federal income tax purposes of interest (or original issue discount) on Q
any Bond if any such action is taken or omitted based upon the advice of counsel other than Bond
Counsel. m
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21875854.8 23
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Although Bond Counsel will render an opinion that interest (and original issue discount) on the
Bonds is excluded from gross income for federal income tax purposes provided that each Authority, 'o
Caltrans,and DGS continue to comply with certain requirements of the Code,the ownership of the Bonds `Qa
and the accrual or receipt of interest(and original issue discount)with respect to the Bonds may otherwise Q
affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax
consequences. Accordingly, before purchasing any of the Bonds, all potential purchasers should consult E
their tax advisors with respect to collateral tax consequences relating to the Bonds. o
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The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of
tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be 0
selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a
result of such an audit of the Bonds (or by an audit of similar bonds). No assurance can be given that in L
the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the 0
Code (or interpretation thereof) subsequent to the issuance of the Bonds to the extent that it adversely Q
affects the exclusion from gross income of interest (and original issue discount) on the Bonds or their M
market value. S
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SUBSEQUENT TO THE ISSUANCE OF THE BONDS THERE MIGHT BE FEDERAL,
STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY L
INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, 3
STATE, OR LOCAL TAX TREATMENT OF THE BONDS OR THE MARKET VALUE OF THE a0
BONDS. LEGISLATIVE CHANGES HAVE BEEN INTRODUCED IN CONGRESS, WHICH, IF
ENACTED, WOULD RESULT IN ADDITIONAL FEDERAL INCOME OR STATE TAX BEING 0
IMPOSED ON OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE o
BONDS. THE INTRODUCTION OR ENACTMENT OF ANY OF SUCH CHANGES COULD
ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO m
ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE BONDS SUCH co
CHANGES (OR OTHER CHANGES) WILL NOT BE INTRODUCED OR ENACTED OR
INTERPRETATIONS WILL NOT OCCUR. BEFORE PURCHASING ANY OF THE BONDS, ALL c
POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING v
POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR
INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE
BONDS.
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A copy of the proposed form of opinion of Bond Counsel to be delivered with respect to each
Series of the Bonds is attached hereto in APPENDIX F. N
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CERTAIN LEGAL MATTERS o
The validity of each Series of Bonds is subject to certain conditions, including the approval of
validity by Stradling Yocca Carlson& Rauth, a Professional Corporation, Bond Counsel. In connection E
with the issuance of the Bonds, certain matters will be passed upon on behalf of the State, the State ,
Treasurer, Caltrans and DGS by the Honorable Kamala D. Harris, Attorney General of the State; on a.
behalf of the Los Angeles Authority by Freeman, Freeman& Smiley LLP; on behalf of the San 1;
Bernardino Authority by the City Attorney for the City of San Bernardino; and on behalf of Caltrans and 06
DGS by their respective counsel. Norton Rose Fulbright US LLP, San Francisco, California,is serving as Y
Disclosure Counsel and Orrick Herrington& Sutcliffe LLP and Stradling Yocca Carlson& Rauth, a a
Professional Corporation, are serving as Co-Disclosure Counsel to the State regarding Appendix A. The
CD
Attorney General, Bond Counsel, Orrick Herrington& Sutcliffe LLP, Norton Rose Fulbright US LLP, E
counsel for each Authority and counsel for DGS and Caltrans, respectively, undertake no responsibility
for the accuracy and completeness or fairness of this Official Statement, except as otherwise stated in
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21875854.8 24
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their respective opinions delivered upon the issuance of the Bonds, and none of such opinions is
addressed to or may be relied upon by purchasers of either Series of Bonds. 'o
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LITIGATION a
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There is not now pending (with service of process on the Los Angeles Authority having been E
accomplished)or threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or o
delivery of the 2016 Los Angeles Bonds or challenging the validity of the 2016 Los Angeles Bonds, the
Los Angeles Indenture or the Los Angeles Lease or any proceedings of the Los Angeles Authority taken o
with respect to the foregoing. m
There is not now pending (with service of process on the San Bernardino Authority having been o
accomplished) or threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or
delivery of the 2016 San Bernardino Bonds or challenging the validity of the 2016 San Bernardino Bonds, Q
the San Bernardino Indenture or the San Bernardino Lease or any proceedings of the San Bernardino =
Authority taken with respect to the foregoing. U
There is not now pending (with service of process on DGS having been accomplished) or LL
threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or delivery of the 2016
Los Angeles Bonds or the 2016 San Bernardino Bonds or challenging the validity of the 2016 Los o
Angeles Bonds or the 2016 San Bernardino Bonds or any proceedings of DGS taken with.respect to the a
foregoing.
0
There is not now pending (with service of process on Caltrans having been accomplished) or c
threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or delivery of the 2016 m
San Bernardino Bonds or challenging the validity of the 2016 San Bernardino Bonds or any proceedings =
of Caltrans taken with respect to the foregoing. Cn
At any given time, including the present, there are numerous civil actions pending against the o
State, Caltrans or DGS which could, if determined adversely to the State, Caltrans, or DGS, affect the
State's expenditures and, in some cases, its revenues and cash flow. While there can be no assurances as N
to the ultimate outcome and fiscal impact of such litigation, Caltrans and DGS believe that it is unlikely
that the outcome of any such litigation could materially adversely affect its ability to pay Base Rental
when due. See APPENDIX A—"THE STATE OF CALIFORNIA—LITIGATION." 0;
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VERIFICATION ca
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Grant Thornton, LLP, (the "Verification Agent") will verify, from the information provided to it O
by the Initial Purchaser, the mathematical accuracy as of the date of delivery of the Bonds of(i) certain ?
computations relating to the sufficiency of the cash deposits to be held in escrow to pay, when due, the c
principal and interest requirements of the Prior Los Angeles Bonds and the Prior San Bernardino Bonds, E
as applicable and (ii)the computations of yield on the Bonds contained in the provided schedules relied z
upon by Bond Counsel in its determination that the interest on the Bonds is excluded from gross income n'
for federal income tax purposes. See"TAX MATTERS"herein. tD
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PURCHASE AND REOFFERING Q
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The Bonds were sold at a competitive sale on November 16, 2016, and awarded to
(the"Initial Purchaser"). The Initial Purchaser has agreed to purchase (a)the 2016 Los
Angeles Bonds at a price of $ representing the principal amount of $
a
21875854.8 25
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plus/less net original issue premium/discount of $ , less an Initial Purchaser's discount of
$ and (b) the 2016 San Bernardino Bonds at a price of $ , representing the 'o
principal amount of$ , plus/less net original issue premium/discount of$ , less a
an Initial Purchaser's discount of$ Q
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The Notice of Sale provides that the Initial Purchaser will purchase all of the Bonds,if any Bonds E
are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth
in the Notice of Sale,the approval of certain legal matters by counsel and certain other conditions. p°
Prior to the delivery of the Bonds, the Initial Purchaser will represent to the State that each m
maturity of the Bonds was reoffered to the public at the applicable prices set forth on the page T
immediately following the cover page of this Official Statement or purchased for its own account and not L
with a view to distribution or resale and not in the capacity of a bond house,broker or other intermediary. s°
The Initial Purchaser may offer and sell the Bonds to certain dealers and others at prices lower than the a
offering prices stated on the page immediately following the cover page of this Official Statement. The a,
public offering prices stated may be changed from time to time by the Initial Purchaser. S
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RATINGS 'u.
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Moody's Investors Service ("Moody's"), Standard& Poor's Ratings Services ("S&P") and Fitch 3
Ratings ("Fitch") have assigned ratings on the 2016 Los Angeles Bonds of " ", " " and a°
respectively and have assigned ratings on the 2016 San Bernardino Bonds of" ", 61 c
and " ", respectively. Any explanation of the significance and status of such credit ratings may be
obtained from the rating agencies furnishing the same. There is no assurance that such ratings will °c
continue for any given period of time or that they will not be revised or withdrawn entirely by any such m
rating agencies, if in their respective judgments, circumstances so warrant. A revision or withdrawal of
any such credit rating could have an effect on the market price and marketability of a Series of Bonds.
Neither the State nor the Authorities can predict the timing or impact of future actions by the rating W
agencies.
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FINANCIAL STATEMENTS >
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The Audited Basic Financial Statements of the State for the fiscal year ended June 30, 2015 are E
E
included as APPENDIX G to this Official Statement. These Financial Statements have been examined by
the State Auditor to the extent indicated in her report. vn
Certain unaudited financial information for the periods July 1, 2015 through June 30, 2016 and 2
July 1, 2016 through September 30, 2016 are included as Exhibit 2 to Appendix A to this Official O
Statement. See APPENDIX A — "THE STATE OF CALIFORNIA—FINANCIAL STATEMENTS."
The State Controller's monthly cash report for the month ending October 31, 2016 is expected to be
released on or about November 10,2016 and is expected to be included in the final Official Statement.
' a
MUNICIPAL ADVISOR
06
KNN Public Finance,LLC is serving as Municipal Advisor to the State Treasurer in connection W
with the issuance of each Series of Bonds. Q
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CONTINUING DISCLOSURE
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DGS or Caltrans, as applicable, and the State Treasurer, on behalf of the State, will covenant for
the benefit of holders and beneficial owners of each Series of Bonds to provide annually certain financial e
information and operating data relating to the State by not later than April 1 of each year in which any
Series of Bonds are Outstanding (the "Annual Report"), commencing with the report to be filed on or E
before April 1, 2017 containing the 2015-16 fiscal year financial information, and to provide notices of
the occurrence of certain enumerated events. Certain prior annual reports of the State Treasurer, Caltrans °
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and DGS filed with respect to the Prior Los Angeles Bonds and the Prior San Bernardino Bonds, are
available from the Electronic Municipal Market Access ("EMMA") website (www.emma.msrb.org) m°
operated by the Municipal Securities Rulemaking Board ("MSRB") or on such other website as may be
designated by the MSRB or the Securities and Exchange Commission. The information contained on any L
such website is not part of this Official Statement and is not incorporated herein. °
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The specific nature of the information to be contained in the Annual Report or the notices of a,
enumerated events is set forth in APPENDIX D— "SUMMARY OF TERMS OF THE CONTINUING F
DISCLOSURE AGREEMENTS." These covenants will be made in order to assist the Underwriters in =
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complying with S.E.C.Rule 15c2-12(b)(5)(the"Rule"). _
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Neither of the Los Angeles Authority or the San Bernardino Authority, is a party to the
continuing disclosure agreements summarized in APPENDIX D. o°.
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MISCELLANEOUS °
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References made herein to certain documents and reports are brief summaries thereof which do m
not purport to be complete or definitive and reference is made to such documents and reports for full and c
complete statements of the contents thereof. in
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Any statements in this Official Statement involving estimates, forecasts or matters of opinion, o
whether or not expressly so stated, are intended as such and not as representations of fact. This Official d.
Statement is not to be construed as a contract or agreement between the State, Caltrans, DGS, the Los N
Angeles Authority or the San Bernardino Authority and the purchasers or holders of any of the 2016 Los
Angeles Bonds and the 2016 San Bernardino Bonds. d
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ADDITIONAL INFORMATION in
The purpose of this Official Statement is to supply information to prospective buyers of the 2016 V
Los Angeles Bonds and the 2016 San Bernardino Bonds. Quotations from and summaries and p
explanations of the 2016 Los Angeles Bonds and the 2016 San Bernardino Bonds and of statutes or
documents are brief summaries thereof which do not purport to be complete or definitive,and reference is c
made to such statutes or documents for full and complete statements of the contents thereof. E
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Questions regarding this Official Statement may be addressed to the Office of the Honorable John a
Chiang,Treasurer of the State of California, 915 Capitol Mall,Room 110, Sacramento, California 95814, to
telephone(800)900-3873. Ln
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The delivery of this Official Statement has been duly authorized by the Los Angeles Authority
and the San Bernardino Authority and approved by the State Treasurer. c
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LOS ANGELES STATE BUILDING E
AUTHORITY Q
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Jerry Epstein,President 0
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SAN BERNARDINO JOINT POWERS >,
FINANCING AUTHORITY o
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R. Carey Davis,Chairperson Q
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APPENDIX A "
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THE STATE OF CALIFORNIA a
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APPENDIX B
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THE PARTICIPATING AGENCIES AND THE REFINANCED FACILITIES Q
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CALIFORNIA DEPARTMENT OF GENERAL SERVICES E
DGS was created in 1965 to provide for operating efficiency and economy in state government by
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providing central administration of business management activities. With respect to other state agencies, _
DGS performs both service and control functions. Responsibilities of DGS are specified primarily in m
Sections 14600 to 14981 of the California Government Code.
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DGS consists of seven divisions and several offices that report to its Director and contains °c
approximately 3,600 employees. It manages and operates the central services and business activities of Q
state government. DGS is a "fee for service" agency, whereby customer state agencies pay for
Department rendered services from their state operating budgets. Examples of services and activities =
include: the purchase of materials and services; facilities planning, space utilization and leasing
operations; buying, selling and developing real estate; engineering, property management, building =
maintenance, custodial services and landscaping; architectural services, including approval of building y
plans for local schools and community colleges; construction inspection, earthquake safety inspection for 3
public schools, and disbursement of funds to local school districts for new construction and a°
modernization; air and vehicle travel services; maintenance of a fleet of state vehicles; review and
a pp roval of state contracts; energy management; risk management, including insurance and self-
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insurance; administrative law judges for hearings; long-range statewide planning of office settings;
accounting and fiscal services;central duplicating,mail messenger; legislative and agency publishing,and
auditing services. m
The Real Estate Services Division(RESD)of DGS provides comprehensive real estate services to N
all state agencies. Among other activities, RESD oversees and manages state-owned office space in 00
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addition to state-leased space. DGS is responsible for managing approximately 40 million square feet of
all types of space that supports a variety of state programs and functions. Of this amount, approximately N
20 million square feet is attributable to Department-managed state-owned office,warehouse, storage, and >
other space; and 20 million square feet to Department-managed leases. The-Department has control and
jurisdiction over 57 office buildings (including the State Capitol), as well as 22 other buildings including aEi
warehouses, storage as well as the Los Angeles Facility.
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DGS Budget
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Under the state's current budget process, appropriations for rental payments for the Los Angeles O
Facility under the applicable Los Angeles Lease will be included with appropriations made for DGS's
annual operating budget. Total annual base rental payments under all existing facility leases of DGS =
securing lease revenue bonds are estimated to be approximately $_million or approximately
percent of DGS's fiscal year 2016-17 operating budget of approximately$_billion. a
[The appropriation to DGS for the Base Rental payments for the Los Angeles Facility is
supported by companion appropriations in the operating budgets of the building tenants occupying the
Los Angeles Facility. These annual appropriations may come from a variety of funding sources, such as a
the General Fund, special funds and other funds. Funding sources for DGS and the building tenants may r
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A substantial portion of DGS's 2016-17 state operating budget is comprised of payments from the operating budgets of various v
i state entities for services performed by DGS and is not otherwise available for Base Rental payments. r
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change over time. See "SECURITY AND SOURCES OF PAYMENT FOR EACH SERIES OF
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BONDS—Budgeting for Payments under the Leases." DGS's operating budget is one of many line items 'o
in the state's annual budget. For more information regarding the state's budgetary process and finances, a
see APPENDIX A– "THE STATE OF CALIFORNIA—STATE FINANCES—REVENUES, 4
EXPENDITURES AND RESERVES."]
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CALIFORNIA DEPARTMENT OF TRANSPORTATION
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[General information about Caltrans to come].
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Caltrans Budget
[Under the state's current budget process, appropriations for rental payments for the San °_
Bernardino Facility under the San Bernardino Lease will be included with appropriations made for the
Caltrans's annual operating budget. Total annual base rental payments under all existing facility leases of
Caltrans securing lease revenue bonds are estimated to be approximately $_million or approximately
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—percent of the Caltrans's fiscal year 2016-17 operating budget of approximately $_billion.
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Caltran's operating budget is one of many line items in the state's annual budget. For more information =
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regarding the state's budgetary process and finances, see APPENDIX A– "THE STATE OF
CALIFORNIA—STATE FINANCES—REVENUES,EXPENDITURES AND RESERVES."]
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REFINANCED FACILITIES a
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Los Angeles Facility
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The Los Angeles Facility is a ten-story historic building of approximately 519,000 square-feet m
which has been named the "Juni ero Serra Building," and related improvements and betterments, all =
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existing on the Los Angeles Site. The Los Angeles Facility is located in the "Downtown Historic �!?
District" of the City of Los Angeles. The Los Angeles Facility includes office space, assembly rooms, c
training facilities, conferences facilities, substructure parking facilities with approximately 120 parking
spaces and limited commercial retail space.
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Approximately 1,200 employees of various State departments and agencies are currently housed
in the Los Angeles Facility. E
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The San Bernardino Facility U)
[The San Bernardino Facility is located on Fourth and E Street in the City of San Bernardino,
California (the "City"). The San Bernardino Facility consists of the San Bernardino Project, a twelve p
story building providing for approximately 336,000 gross square feet of office and support space plus a
separate parking structure for 925 automobiles located on the San Bernardino Site.] c
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Seismicity nL0
[UPDATE] [Some level of seismic activity occurs on a regular basis in the State, including in
Southern California. Depending upon the magnitude of a seismic event, such occurrences can cause 06
ground shaking and damage to property located in the area of such seismic activity. During the past 150 y
years,the Los Angeles area has experienced several major and numerous minor earthquakes. The largest Q
of these earthquakes were the Sylmar earthquake of February 9, 1971, and the January 17, 1994
Northridge earthquake, each of which has an estimated magnitude of 6.7 on the Richter scale. It is likely E
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21875854.8 B-2
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that, during the term of the Bonds, there will be a number of seismic events taking place in the Southern
California area,and no prediction can be made as to their severity. >
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The [Department] has developed procedures and construction and design standards for the Q
construction of state buildings, including the Refinanced Facilities to meet, at a minimum, the highest
seismic standards required by law applicable at the time of such construction or renovation. However,no E
assurances can be given that, in the event of an occurrence of a significant seismic event, damage to the U
Refinanced Facilities will not occur.] o
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APPENDIX C
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SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS a
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APPENDIX D R
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FORM OF CONTINUING DISCLOSURE AGREEMENTS Q
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[DGS or Caltrans, as applicable,] and the State Treasurer will enter into separate continuing E
disclosure agreements,each dated as of November 2016(each a"Continuing Disclosure Agreement"), U
one for each Series of Bonds described on the cover of this Official Statement. Each Continuing o
Disclosure Agreement will contain terms and conditions substantially as set forth below. The terms c
"Bonds,""Lease" and"Indenture" as used in this APPENDIX D shall mean, as applicable, the 2016 Los m
Angeles Bonds, the Los Angeles Lease and the Los Angeles Indenture or the 2016 San Bernardino
Bonds, the San Bernardino Lease, and the San Bernardino Indenture as those terms are defined in the L
forepart of this Official Statement. °_
Pursuant to Section 5.16 of the Indenture and Section[16][17] of the Lease, DGS or Caltrans, as a,
applicable,and the State Treasurer covenant and agree as follows: DGS or Caltrans,as applicable,and the
State Treasurer covenant and agree with respect to the Bonds as follows:
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SECTION 1. Nature of the Disclosure Agreement. This Disclosure Agreement is executed for
the benefit of the Holders (as defined below) and Beneficial Owners (as defined below) of the Bonds 3
from time to time, and in order to assist the Participating Underwriter (as defined below) in complying a°
with the Rule(as defined below).
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SECTION 2. Definitions. Unless otherwise defined in this Disclosure Agreement or this
Section,all capitalized terms shall have the meaning ascribed to them in the Indenture: -ova
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"Annual Report"means the Annual Report provided by the State Treasurer on behalf of the State
pursuant to,and as described in, Sections 3 and 4 of this Disclosure Agreement. N
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"Beneficial Owner" means any person who has or shares the power, directly or indirectly, to
make investment decisions concerning the ownership of any Bonds (including persons holding Bonds
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through nominees,depositories,or other intermediaries). >
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"Dissemination Agent"means the State Treasurer, acting in the capacity of Dissemination Agent E
under this Disclosure Agreement, or any successor Dissemination Agent designated in writing by the
State Treasurer and which has filed with the State Treasurer a written acceptance of such designation.
"Holder"means any person in whose name any Bond is registered.
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"Listed Events" means any of the events listed in Section 5(a) or 5(b) of this Disclosure
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Agreement.
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"MSRB" means the Municipal Securities Rulemaking Board or any other entity designated or
authorized by the Securities and Exchange Commission("SEC") to receive reports pursuant to the Rule. d
Unless 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 06
MSRB,currently located at http://emma.msrb.org. C
"Official Statement" means the Official Statement dated November_ 2016 relating to the
Bonds. E
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"Participating Underwriter" means any original underwriters of the Bonds required to comply
with the Rule in connection with the offering of the Bonds. c
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"Rule" means Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of Q
1934,as the same may be amended from time to time. c
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"State"means the State of California.
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SECTION 3. Provision of Annual Reports. a
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(a) On behalf of the State, the State Treasurer shall, not later than April 1 of each year in
which any Bonds are Outstanding, commencing with the report for the 2015-2016 fiscal year to be
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delivered by April 1, 2017, provide to the MSRB an Annual Report that is consistent with the s
requirements of Section 4 of this Disclosure Agreement, with a copy of such Annual Report to [DGS]. a
The Annual Report must be accompanied by such identifying information as is prescribed by the MSRB,
and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; _
provided that the audited financial statements of the State may be submitted separately from the balance
of the Annual Report and later than the date required above for the filing of the Annual Report if they are =_
not available by that date. If the State's fiscal year changes, the State Treasurer, on behalf of the State, y
shall give notice of such change in the same manner as for a Listed Event under Section 5(e) hereof. The 3
Annual Report shall be submitted on a standard form in use by industry participants or other appropriate a
form and shall identify the Bonds by name and CUSIP number. _
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(b) [DGS] shall provide to the State Treasurer (i)not later than March 1 of each year,
^• commencing with information to be provided by March 1, 2017, any information requested by the State °ca
Treasurer in connection with the Annual Report; and (ii)at any other time in the year, any information m
with respect to any other disclosure obligations hereunder.
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(c) If in any year the State Treasurer does not provide the Annual Report to the MSRB in the c
manner and by the time specified above, the State Treasurer shall submit notice thereof, on behalf of the v
E State,to the MSRB in substantially the form attached as Exhibit A. N
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(d) If the Dissemination Agent is not the State Treasurer,the Dissemination Agent shall:
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(1) file a report with the State Treasurer [and DGS] certifying that the Annual Report has
x been provided pursuant to this Disclosure Agreement,stating the date it was provided to the MSRB;and co
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(2) take any other actions mutually agreed to between the Dissemination Agent and the State .2
Treasurer. O
SECTION 4. Content of Annual Reports. The Annual Report shall contain or include by c
reference the following financial information or operating data: E
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(a) The audited Basic Financial Statements of the State for the fiscal year ended on the a
previous June 30, prepared in accordance with generally accepted accounting principles promulgated to
apply to government entities from time to time by the Governmental Accounting Standards Board. If the
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State's audited financial statements are not available by the time the Annual Report is required to be a
provided to the MSRB pursuant to Section 3(a) of this Disclosure Agreement, the Annual Report shall
contain unaudited financial statements in a format similar to the financial statements contained in the =
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Official Statement, and the audited financial statements shall be provided to the MSRB in the same E
' manner as the Annual Report when they become available.
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(b) Financial information relating to the State's General Fund budget for the fiscal year
ended on the previous June 30 and for the fiscal year in which the Annual Report is issued. Such 'o
information shall describe the sources of revenues, the principal categories of expenditures, and changes a
in fund balances, a summary of expected State revenues and budgeted expenditures, and significant a
assumptions relating to revenue and expenditure expectations; including updating information of the type c
appearing in the following tables contained in APPENDIX A–"THE STATE OF CALIFORNIA" of the E
Official Statement: v
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Table Entitled:
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Statement of Estimated Revenues, Expenditures, and Changes in Fund Balance—General Fund m
(Budgetary Basis) L
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General Fund Revenue by Sources and Expenditures Q
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(c) Information concerning the total amount of the State's authorized and outstanding debt, _
long-term lease obligations, and other long-term liabilities as of the most recent June 30, which debt is
supported by payments from the State's General Fund and which includes short-term debt. Such
information shall include schedules of debt service for outstanding general obligation bonds and lease- cn
revenue debt. This shall be accomplished by updating information of the type appearing in the following
tables which appear under the caption APPENDIX A – "THE STATE OF CALIFORNIA—STATE o0
DEBT TABLES"in the Official Statement:
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Table Entitled:
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a Outstanding State Debt m
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Authorized and Outstanding General Obligation Bonds �!?
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General Obligation and Revenue Bonds-Summary of Debt Service Requirements v
Schedule of Debt Service Requirements for General Fund -Non-Self Liquidating Bonds - Fixed
Rate c
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Schedule of Debt Service Requirements for General Fund - Non-Self Liquidating Bonds -
Variable Rate u)
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Schedule of Debt Service Requirements for Enterprise Fund - Self Liquidating Bonds - Fixed .9
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Rate O
State Public Works Board and Other Lease-Revenue Financing Outstanding Issues
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Schedule of Debt Service Requirements for Lease-Revenue Debt-Fixed Rate 75
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State Agency Revenue Bonds and Conduit Financing to
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Notwithstanding the foregoing, information referenced in this Section 4(c) will no longer be y
updated for any twelve month period ended June 30 that commences after all of the debt, long-term lease a
obligations, other long-term liabilities and/or short-term debt referenced in such table, as applicable,is no c
longer outstanding. E
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' (d) Financial information relating to the State referenced in Section 4(b) and 4(c) may be
updated from time to time, and such updates may involve displaying data in a different format or table or o
eliminating data that is no longer available.
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(e) A statement confirming that the insurance required by the applicable Lease to be in effect
is in effect or,if insurance is not in effect,naming the reason therefor. E
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Any or all of the items listed above may be set forth in one or a set of documents or may be o°
included by specific reference to other documents, including official statements of debt issues of the a
State,which have been made available to the public on the MSRB's EMMA website. The Annual Report m°
shall clearly identify each such other document so included by reference.
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SECTION 5. Reporting of Significant Events. 0
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(a) On behalf of the State, the State Treasurer shall give, or cause to be given, notice of the Q
as
occurrence of any of the following events with respect to the Bonds not later than ten(10) business days S
after the occurrence of the event:
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(1) principal or interest payment delinquencies; N
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(2) tender offers; o
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(3) defeasances; o
(4) rating changes;
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(5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final �
determinations of taxability or of a Notice of Proposed Issue(IRS Form 5701-TEB); co
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(6) unscheduled draws on debt service reserves reflecting financial difficulties;
(7) unscheduled draws on credit enhancements reflecting financial difficulties;
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(8) substitution of credit or liquidity providers,or their failure to perform;or m
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(9) bankruptcy, insolvency, receivership or similar proceedings of the State, as further N
described below. R
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Note: for the purposes of the event described in subparagraph(9)above, the event is considered
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to occur when any of the following occur:the appointment of a receiver,fiscal agent,or similar officer for
the State 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 E
of the assets or business of the State,as applicable,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 n.
a court or governmental authority, or the entry of an order confirming a plan of reorganization, Cc
arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over 06
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substantially all of the assets or business of the State.
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(b) On behalf of the State, the State Treasurer shall give, or cause to be given, notice of the
occurrence of any of the following events with respect to the Bonds, if material, no later than ten (10) E
business days after the occurrence of the event:
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(1) unless described in paragraph 5(a)(5), other notices or determinations by the Internal
_ Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the o
Bonds; Q-
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(2) non-payment related defaults;
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(3) modifications to the rights of Holders;
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(4) optional,contingent,or unscheduled bond calls; _
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(5) release, substitution,or sale of property securing repayment of the Bonds; 00
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(6) appointment of a successor or additional trustee or the change of the name of a trustee;or 0
(7) the consummation of a merger, consolidation or acquisition involving [DGS] or the sale `t
of all or substantially all of the assets of[DGS,] 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.
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(c) The State Treasurer, on behalf of the State, shall give, or cause to be given, in a timely m
manner, notice of a failure to provide the annual financial information on or before the date specified in o
Section 3(a), as provided in Section 3(c). a
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(d) Whenever [DGS] or the State Treasurer obtains knowledge of the occurrence of a Listed
Event described in Section 5(b), [DGS] and the State Treasurer shall determine if such event would be =
material under applicable federal securities laws. m
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(e) If[DGS] or the State Treasurer learns of the occurrence of a Listed Event described in in
Section 5(a), or [DGS] or the State Treasurer determines that knowledge of a Listed Event described in c
Section 5(b) would be material under applicable federal securities laws, the State Treasurer shall file a
notice of such occurrence,within ten(10)business days of the occurrence,with the MSRB, accompanied
b such identifying information as is prescribed b the MSRB. Notwithstanding the foregoing, notice of
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the Listed Event described in subsections (a)(3) or (b)(4) 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 pursuant to E
the Indenture. '
(f) [DGS] shall provide notice to the State Treasurer promptly of the occurrence of any event
3 which causes the Facility (as defined in the Indenture), or any portion thereof, not to be available for .c
beneficial use or occupancy. If such occurrence is determined by [DGS] or the State Treasurer to be p
material under applicable federal securities laws,the State Treasurer shall file a notice of such occurrence
with the MSRB within ten (10) business days of such determination by [DGS] or the State Treasurer, c
accompanied by such identifying information as is prescribed by the MSRB. E
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SECTION 6. Termination of Obligations. Each party's obligation under this Disclosure a
Agreement shall terminate with respect to any Bonds upon the maturity, legal defeasance, prior Ca
redemption or acceleration and payment of such Bonds. Ln
SECTION 7. Dissemination Agent. The State Treasurer may, from time to time, appoint or a
engage a Dissemination Agent to assist it in carrying out the obligations under this Disclosure Agreement,
and may discharge any such Dissemination Agent,with or without appointing a successor Dissemination E
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Agent. If at any time there is not any other designated Dissemination Agent,the State Treasurer shall be
the Dissemination Agent. The initial Dissemination Agent shall be the State Treasurer. 'o
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SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Q
Agreement, [DGS] and the State Treasurer may amend or waive any provision of this Disclosure
Agreement provided that the following conditions are satisfied: E
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5(a), 5(b), 5(c), a
5(e), 8(a), 8(b) (excluding the requirement that the related determination be set forth in an opinion of c
nationally recognized bond counsel) or 8(c) (excluding the requirement that the related determination be m
set forth in an opinion of nationally recognized bond counsel) of this Disclosure Agreement, it may only
be made in connection with a change in circumstances that arises from a change in legal requirements, L
change in law,or change in the identity,nature or status of an obligated person with respect to the Bonds 0
or the type of business conducted;
a
(b) The undertaking,as amended or taking into account such waiver,would,in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the
original issuance of the Bonds,after taking into account any amendments or interpretations of the Rule,as =_
LL
well as any change in circumstances;and
L
(c) The amendment or waiver either (i) is approved by the Holders in the same manner as a
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 o
Beneficial Owners. [DGS] and the State Treasurer also may amend this Disclosure Agreement without o
approval by the Holders to the extent permitted by rule,order or other official pronouncement of the SEC.
m
Disclosure Agreement, the State =
n of amendment or waiver of a provision of this s ,
In the event o y p !n' N
Treasurer shall describe such amendment in the next Annual Report, and shall include, as applicable, a
narrative explanation of the reason for the amendment or waiver and its impact on the type(or,in the case c
;j of a change of accounting principles, on the presentation)of financial information or operating data being
presented about the State and/or[DGS]. In addition, if the amendment relates to the accounting principles N
to be followed in preparing financial statements, (i)notice of such change shall be given in the same >
manner as for a Listed Event under Section 5(c) hereof, and(ii)the Annual Report for the year in which
the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative E
form) between the financial statements as prepared on the basis of the new accounting principles and
those prepared on the basis of the former accounting principles. y
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed V
to prevent [DGS] or the State Treasurer from disseminating any other information, using the means of O
dissemination set forth in this Disclosure Agreement 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 Agreement. If[DGS] or the State Treasurer chooses to include any E
information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is a
specifically required by this Disclosure Agreement, neither [DGS] nor the State Treasurer shall have any
obligation under this Disclosure Agreement to update such information or include it in any future Annual `D
06
Report or notice of occurrence of a Listed Event. In
r
SECTION 10. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the a
Participating Underwriter, the Holders and Beneficial Owners from time to time of the Bonds, and shall d
create no rights in any other person or entity (except the right of the State Treasurer to enforce the
provisions of this Disclosure Agreement on behalf of the Holders).
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21875854.8 D-6
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7.B.e
SECTION 11. Default. In the event of a failure of the State Treasurer or [DGS] to comply with
any provision of this Disclosure Agreement,the State Treasurer may(and,at the request of the Holders or c
Beneficial Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall), or any a
Holder or Beneficial Owner, may take such actions as may be necessary and appropriate, including Q
seeking mandate or specific performance by court order, to cause the State Treasurer or [DGS], as the
case may be, to comply with its obligations under this Disclosure Agreement. A default under this E
Disclosure Agreement shall not be deemed an event of default under the Indenture. This Disclosure '
Agreement shall not be deemed to create any monetary liability on the part of [DGS] or the State p°
Treasurer to any person, including Holders. The sole remedy in the event of any failure of[DGS] or the
State Treasurer to comply with this Disclosure Agreement shall be an action to compel performance of 0
m
any act required hereunder.
SECTION 12. Counterparts. This Disclosure Agreement may be executed in several ,°�
counterparts, each of which shall be an original and all of which shall constitute but one and the same a
instrument. IM
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SECTION 13. Partial Invalidity. If any one or more of the agreements or covenants or portions
thereof required hereby to be performed by or on the part of [DGS] or the State Treasurer shall be
contrary to law,then such agreement or agreements, such covenant or covenants or such portions thereof y
shall be null and void and shall be deemed separable from the remaining agreements and covenants or 3
portions thereof and shall in no way affect the validity hereof, and the Holders shall retain all the benefits a0
afforded to them hereunder. [DGS] and the State Treasurer hereby declare that they would have executed 4-
and delivered this Disclosure Agreement and each and every other article, section,paragraph,subdivision, 0
sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections,
0
' paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or m
circumstance may be held to be unconstitutional,unenforceable or invalid.
I C
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SECTION 14. Governing Law, Venue. The laws of the State shall govern this Disclosure
Agreement, the interpretation thereof and any right or liability arising hereunder. Any action or c
proceeding to enforce or interpret any provision of this Disclosure Agreement shall be brought,
commenced or prosecuted in Sacramento County,California. N
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APPENDIX E
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DTC AND THE BOOK-ENTRY SYSTEM `a-
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The information in the following section entitled `DTC and the Book-Entry System" has been
provided by DTC for use in securities offering documents, and the State and the Authorities take no
responsibility for the accuracy or completeness thereof. The State and DGS cannot and do not give any o
assurances that DTC, Direct Participants or Indirect Participants will distribute to the Beneficial Owners a
either (a)payments of interest, principal or redemption proceeds with respect to the Bonds or m
(b)certificates representing ownership interest in or other confirmation of ownership interest in the
Bonds, or that they will so do on a timely basis or that DTC, Direct Participants or Indirect Participants L
will act in the manner described in this Official Statement. The current "Rules" applicable to DTC are °_
on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be Q
followed in dealing with DTC Participants are on file with DTC
The Depository Trust Company("DTC"),New York,New York,will act as securities depository
for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede& _
Co. (DTC's partnership nominee) or such other name as may be requested by an authorized 0-
representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the 3
Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. If, a°
however, the aggregate principal amount of any maturity exceeds $500 million, one certificate will be
issued with respect to each $500 million of principal amount and an additional certificate will be issued o
with respect to any remaining principal amount of such issue. o
c
DTC, the world's largest securities depository, is a limited-purpose trust company organized m
under the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of N
the New York Uniform Commercial Code, and a"clearing agency" registered pursuant to the provisions o
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money
market instruments(from over 100 countries)that DTC's participants("Direct Participants") deposit with >
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry transfers and aEi
pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, in
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company o
for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard&
a
Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com. Nothing 06
site is incorporated contained on such webs herein. 0
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Purchases of Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual m
I
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purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect
a
Partict p
nts' records. Beneficial Owners will not receive written confirmation from DTC of their cc
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21875854.8 E-1
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7.B.e
purchase. Beneficial Owners are,however,expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant c
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the a
Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on Q
behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interests in the Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. E
U
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are p°
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration m
in the name of Cede&Co. or such other DTC nominee do not effect any change in beneficial ownership.
DTC has no knowledge of the actual Beneficial Owners of the Bonds. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be 0
the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account a
of their holdings on behalf of their customers.
c
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them subject to any statutory or regulatory
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requirements as may be in effect from time to time. The State Treasurer will not have any responsibility 3
or obligation to such Direct Participants and Indirect Participants or the persons for whom they act as ao
nominees with respect to the Bonds. _
0
Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them
0
of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to m
3; ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses
to the registrar and request that copies of notices be provided directly to them. 0°
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Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity is being N
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in >
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such maturity to be redeemed.
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Neither DTC nor Cede& Co. nor an other DTC nominee will consent or vote with respect to °'
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'? the Bonds unless authorized by a Direct Participant in accordance with DTC's NMI Procedures. Under M
its usual procedures, DTC mails an Omnibus Proxy to the State Treasurer as soon as possible after the R
record date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to 0
the Omnibus Proxy).
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Without limiting the generality of the foregoing, the State Treasurer and the Authorities have no
responsibility or liability for any aspects of the records relating to or payments made on account of
beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial a
ownership or interests in the Bonds. to
Ln
Principal, interest payments and redemption proceeds on the Bonds will be made to Cede&Co., a
or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information
from the State Treasurer, on payable dates in accordance with their respective holdings shown on DTC's E
records. Payments by Participants to Beneficial Owners will be governed by standing instructions and
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21875854.8 E-2
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customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in"street name,"and will be the responsibility of such Participant and not of DTC or the State 'o
Treasurer or the Authorities, subject to any statutory or regulatory requirements as may be in effect from a
time to time. Payment of principal, interest and redemption proceeds, if any, to Cede& Co. (or such Q
other nominee as may be requested by an authorized representative of DTC) is the responsibility of the
State Treasurer or the Authorities, disbursement of such payments to Direct Participants will be the E
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
0
responsibility of Direct and Indirect Participants.
o
DTC may discontinue providing its services as depository with respect to the Bonds at any time m
by giving reasonable notice to the State Treasurer. Under such circumstances, in the event that a
successor depository is not obtained,Bond certificates are required to be printed and delivered. L
0
The State Treasurer and the Authorities cannot and do not give any assurances that DTC, Direct
Participants,Indirect Participants or others will distribute payments with respect to the Bonds received by a,
DTC or its nominee as the registered owner,or any redemption or other notices to the Beneficial Owners, _
or that they will do so on a timely basis or that DTC will serve and act in the manner described in this
Official Statement. _
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The State Treasurer may decide to discontinue use of the system of book-entry-only transfers a�
through DTC (or a successor securities depository). In that event, Bond certificates will be printed and 0
delivered to DTC. r
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If the State Treasurer determines not to continue the DTC book-entry only system, or DTC n
discontinues providing its services with respect to the Bonds and the State Treasurer does not select
another qualified securities depository, the State Treasurer shall deliver physical Bond certificates to the m
Beneficial Owners. The Bonds may thereafter be transferred upon the books of the State Treasurer by the M
registered owners, in person or by authorized attorney,upon surrender of Bonds at the Office of the State
CA
Treasurer in Sacramento, California, accompanied by delivery of an executed instrument of transfer in a c
form approved by the State Treasurer and upon payment of any charges provided for in the Resolutions.
Certificated Bonds may be exchanged for Bonds of other authorized denominations of the same aggregate
principal amount and maturity at the Office of the State Treasurer in Sacramento, California, upon >
payment of any charges provided for in the Resolutions. No transfer or exchange of Bonds will be made
by the State Treasurer during the period between the record date and the next Interest Payment Date. E
4.
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THE STATE TREASURER,AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR uJ
THE BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS
TO ONLY DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY .9
DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS 0
CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OR SUFFICIENCY OF THE
0
PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR
REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. E
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The foregoing description of the procedures and record keeping with respect to beneficial a
ownership interests in the Bonds,payment of principal of and interest and other payments with respect to t°
the Bonds to Direct Participants, Indirect Participants or Beneficial Owners, confirmation and transfer of In
beneficial ownership interest in such Bonds and other related transactions by and between DTC, the a
Direct Participants, the Indirect Participants and the Beneficial Owners is based solely on information u
provided by DTC. Accordingly,no representations can be made concerning these matters and neither the
Direct Participants, the Indirect Participants nor the Beneficial Owners should rely on the foregoing s
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21875854.8 E-3
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7.B.e
information with respect to such matters but should instead confirm the same with DTC or the
Participants,as the case may be. o
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SO LONG AS CEDE&CO. IS THE REGISTERED OWNER OF THE BONDS,AS NOMINEE a
OF DTC, REFERENCES HEREIN TO THE HOLDERS OF THE BONDS (OTHER THAN UNDER
THE CAPTION"TAX MATTERS" IN THE OFFICIAL STATEMENT) SHALL MEAN CEDE&CO., E
AS AFORESAID,AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS.
0
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According to DTC, the foregoing information with respect to DTC has been provided for c
informational purposes only and is not intended to serve as a representation, warranty or contract 0
modification of any kind.
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APPENDIX F
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PROPOSED FORMS OF THE FINAL LEGAL OPINIONS OF BOND COUNSEL a
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APPENDIX F-1
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FORM OF OPINION OF BOND COUNSEL RELATING TO Q
2016 Los Angeles Bonds
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[Closing Date]
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Los Angeles State Building Authority m°
Los Angeles, California
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I Re: $ Los Angeles State Building Authority Lease Revenue Refunding Bonds r
(Junipero Serra State Office Building) 2016 Series A ,Q
Ladies and Gentlemen: c=c
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We have acted as Bond Counsel in connection with the issuance by the Los Angeles State L
Building Authority (the "Authority") of the $ aggregate principal amount of the 3
Authority's Lease Revenue Refunding Bonds (Junipero Serra State Office Building) 2016 Series A a..
(the"Bonds"). c
0
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a The Bonds are being issued pursuant to an indenture, dated as of November 15, 2016 (the o
"Indenture"), by and between the Authority and the Treasurer of the State of California, as Trustee m
(the "State Treasurer"). The Bonds are payable, in part, from Base Rental payments made by the =
Department of General Services of the State of California (the "Department") pursuant to the terms to
of an Amended and Restated Lease, dated as of November 15, 2016 (the "Lease"), by and between 00
the Authority, as lessor, and the Department, as lessee.
Capitalized terms not defined herein shall have the meanings set forth in the Indenture. N
The Bonds are dated their date of delivery, have been issued in fully registered form, bear
interest from their dated date at the rates described in, and mature and are subject to redemption prior
to maturity in the manner and upon the terms and conditions as set forth in, the Indenture. The y
description of the Bonds and other statements concerning the terms and conditions of the issuance of
the Bonds set forth herein do not purport to set forth all of the terms and conditions of the Bonds or
of any other document relating to the issuance of the Bonds, but are intended only to identify the o
Bonds and to describe briefly certain features thereof. This opinion shall not be deemed or treated as �
an offering circular, prospectus or official statement, and is not intended in any way to be a =
disclosure document used in connection with the sale or delivery of the Bonds. E
m
In rendering the opinions set forth below, we have examined certified copies of the a
proceedings of the Authority, and other information submitted to us relative to the issuance and sale 06
by the Authority of the Bonds. We have examined originals, or copies identified to our satisfaction U)
as being true copies, of the Indenture, the Lease and the Tax Certificate relating to the Bonds (the a
"Tax Certificate"), the resolution of the Authority adopted on November 2, 2016 with respect to the
Bonds, opinions of the Attorney General and counsel to the Department and the Authority, E
certificates of the Authority, the Department, the State Treasurer, and others, and such other
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21875854.8 F-1-1
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documents, agreements, opinions and matters as we have considered necessary or appropriate under
the circumstances to render the opinions set forth herein. o
a
We have assumed the genuineness of all documents and signatures presented to us, the a
authenticity of documents submitted as originals and the conformity to originals of documents
submitted as copies. We have not undertaken to verify independently, and have assumed, the E
accuracy of the factual matters represented, warranted or certified in the documents, and of the legal o
conclusions contained in the opinions referred to in the preceding paragraphs of this opinion. o
Furthermore, we have assumed compliance with all covenants and agreements contained in the o
Indenture, the Lease and the Tax Certificate, including (without limitation) covenants and CO
agreements compliance with which is necessary to assure that future actions, omissions or events will
not cause the interest on the Bonds to be included in gross income for federal income tax purposes. o
We call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Lease
and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, a
fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, by the c
application of equitable principles and the exercise of judicial discretion in appropriate cases and by
the limitations on legal remedies against public agencies in the State of California. _
U-
We express no opinion herein with respect to any indemnification, contribution, choice of 3
law, choice of forum, penalty or waiver provisions contained in the Bonds, the Indenture or the o
Lease, nor do we express any opinion with respect to the state or quality of title to any of the real or a
personal property described in the Lease and the Indenture, or the accuracy or sufficiency of the o
description of any such property contained therein. o
_
1 Our opinion is limited to matters governed by the laws of the State of California and federal m
income tax law. We assume no responsibility with respect to the applicability or the effect of the
laws of any other jurisdiction.
CO
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Based on and subject to the foregoing, and in reliance thereon and on all matters of fact as we v
deem relevant under the circumstances, and upon consideration of applicable laws, we are of the
opinion that:
a�
1. The Bonds constitute the valid and binding limited obligations of the Authority. E
2. The Indenture has been duly authorized, executed and delivered by the parties thereto N
and constitutes a valid and binding obligation of,the Authority. The Indenture creates a valid pledge, U
to secure the payment of the principal of and interest on the Bonds, of the Revenues and any other o
amounts held by the State Treasurer in any of the funds and accounts established pursuant to such
Indenture, except the Rebate Fund, subject to the provisions of the Indenture permitting the
application thereof for the purposes and on the terms and conditions set forth in the Indenture. E
3. The Lease has been duly authorized and executed by the parties thereto and a`.
constitutes a valid and binding agreement of the parties thereto. The obligation of the Department to
pay Base Rental during the term of the Lease constitutes a valid and binding obligation of the Ln
The Base Rental payable b the Department to the Authority under the terms of the
Department. e tY
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h therein, constitutes the primary source of funds of
. Lease, subject to the terms and conditions set fort p ry
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the Authority for payment of the principal of,redemption premium, if any, and interest on the Bonds, _
m
and such Base Rental is payable only from funds of the Department legally available therefor. E
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4. The Bonds are not a lien or charge upon the funds or property of the Authority except
to the extent of the aforementioned pledge under the Indenture. Neither the faith and credit nor the 'o
taxing power of the State of California or of any political subdivision thereof is pledged to the a
payment of the principal of, redemption premium, if any, or interest on the Bonds. The Bonds are a
not a debt of the Authority, the Department or the State of California within the meaning of any
constitutional or statutory debt limit or restriction, and the State of California is not liable for 3
payment thereof. o
5. Under existing statutes, regulations, rulings and judicial decisions, interest (and o
original issue discount) on the Bonds is excluded from gross income for federal income tax purposes m
and is not an item of tax preference for purposes of calculating the federal alternative minimum tax r
imposed on individuals and corporations;however,with respect to corporations, such interest may be o
included as an adjustment in the calculation of alternative minimum taxable income, which may 5
affect the alternative minimum tax liability of such corporations. The foregoing opinion is subject to a
the condition that the Authority and the Department comply with all requirements of the Internal
Revenue Code of 1986, as amended(the"Code"),that must be satisfied subsequent to the issuance of
the Bonds to assure that such interest (and original issue discount) will not become includable in c
gross income for federal income tax purposes. Failure to comply with such requirements of the Code _
might cause interest (and original issue discount) on the Bonds to be included in gross income for 3
federal income tax purposes retroactive to the date of issuance of the Bonds. The Authority and the n°.
Department have covenanted to comply with all such requirements.
0
6. The difference between the issue price of a Bond(the first price at which a substantial c
amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at
maturity with respect to such Bond constitutes original issue discount. Original issue discount m
accrues under a constant yield method, and original issue discount will accrue to a Bond owner in
before receipt of cash attributable to such excludable income. The amount of original issue discount
deemed received by a Bond owner will increase the Bond owner's basis in the applicable Bond. o
Original issue discount that accrues for the Bond owner is excluded from the gross income of such
owner for federal income tax purposes, is not an item of tax preference for purposes of calculating N
the federal alternative minimum tax imposed on individuals or corporations (as described in
paragraph 5 above) and is exempt from State of California personal income tax.
a�
7. The amount by which a Bondholder's original basis for determining loss on sale or
exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on
maturity(or on an earlier call date) constitutes amortizable Bond premium,which must be amortized
under Section 171 of the Code; such amortizable Bond premium reduces the Bondholder's basis in p
the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for
federal income tax purposes. The basis reduction as a result of the amortization of Bond premium c
may result in a Bondholder realizing a taxable gain when a Bond is sold by the holder for an amount E
equal to or less(under certain circumstances)than the original cost of the Bond to the holder. a
8. Interest(and original issue discount) on the Bonds is exempt from State of California tO
personal income tax. M
Except as set forth in paragraphs 5 through 8 above, we express no opinion as to any tax a
consequences related to the Bonds. Other provisions of the Code may give rise to adverse federal
income tax consequences to particular Bondholders. The scope of this opinion is limited to matters E
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21875854.8 F-1-3
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addressed above and no opinion is expressed hereby regarding other federal tax consequences that
-1 %Moo), may arise due to ownership of the Bonds. i
a
Certain agreements, requirements and procedures contained or referred to in the Indenture,
the Lease and the Tax Certificate and other relevant documents may be changed and certain actions
(including, without limitation, defeasance of the Bonds) may be taken or omitted under the E
circumstances and subject to the terms and conditions set forth in such documents. We express no 0
opinion herein as to the effect on the exclusion from gross income for federal income tax purposes of ❑
interest (or original issue discount) on any Bond if any such change occurs or action is taken or c
4;, omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a °m
Professional Corporation. ,
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ii The opinions expressed herein are based on an analysis of existing laws, regulations, rulings
and judicial decisions and cover certain matters not directly addressed by such authorities. Such a
opinions may be affected by actions taken or omitted or events occurring after the date hereof. We
have not undertaken to determine, or to inform any person, whether any such actions are taken or
omitted or events do occur, and we disclaim any obligation to update this opinion. Our engagement c
as Bond Counsel terminates upon the issuance of the Bonds. `L
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The scope of our engagement in relation to the issuance of the Bonds has been limited solely o
to the examination of facts and law incident to rendering the opinions expressed herein. We have not a
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been engaged or undertaken to review, confirm or verify, and therefore express no opinion herein as o
to, the accuracy, completeness, fairness or sufficiency of any of the statements in the Official
Statement or any exhibits or appendices thereto or any other offering material relating to the Bonds.
In addition, we have not been engaged to and therefore express no opinion as to the compliance by m
the Authority or the underwriter with any federal or state statute, regulation or ruling with respect to
the sale or distribution of the Bonds.
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APPENDIX F-2
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FORM OF OPINION OF BOND COUNSEL RELATING TO Q.
2016 San Bernardino Bonds Q
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[Closing Date]
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San Bernardino Joint Powers Financing Authority m
San Bernardino, California '
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Re: $ San Bernardino Joint Powers Financing Authority Lease Revenue �0.
Refunding Bonds (Rosa Parks Memorial State Office Building)2016 Series A a
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Ladies and Gentlemen:
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We have acted as Bond Counsel in connection with the issuance by the San Bernardino Joint i
Powers Financing Authority(the "Authority") of the $ aggregate principal amount of the 3
Authority's Lease Revenue Refunding Bonds (Rosa Parks Memorial State Office Building) 2016 a0
Series A(the"Bonds"). c
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The Bonds are being issued pursuant to an indenture, dated as of November 15, 2016 (the °c
"Indenture"), by and between the Authority and the Treasurer of the State of California, as Trustee m
(the "State Treasurer"). The Bonds are payable, in part, from Base Rental payments made by the c
Department of Transportation of the State of California ("Caltrans") pursuant to the terms of an Cn
Amended and Restated Lease Purchase Agreement,dated as of November 15,2016 (the"Lease"),by co
and among the Authority, as lessor, and the Department of General Services of the State of California
(the"Department"), as agent for Caltrans, and Caltrans, as lessees.
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Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
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The Bonds are dated their date of delivery, have been issued in fully registered form, bear CD
interest from their dated date at the rates described in, and mature and are subject to redemption prior 2 Cn
to maturity in the manner and upon the terms and conditions as set forth in, the Indenture. The rz
description of the Bonds and other statements concerning the terms and conditions of the issuance of 2
the Bonds set forth herein do not purport to set forth all of the terms and conditions of the Bonds or O
of any other document relating to the issuance of the Bonds, but are intended only to identify the
Bonds and to describe briefly certain features thereof. This opinion shall not be deemed or treated as
an offering circular, prospectus or official statement, and is not intended in any way to be a E
disclosure document used in connection with the sale or delivery of the Bonds.
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In rendering the opinions set forth below, we have examined certified copies of the
proceedings of the Authority, and other information submitted to us relative to the issuance and sale Lo
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by the Authority of the Bonds. We have examined originals, or copies identified to our satisfaction
as being true copies, of the Indenture, the Lease and the Tax Certificate relating to the Bonds (the
"Tax Certificate"), the resolution of the Authority adopted on November 7, 2016 with respect to the
Bonds, opinions of the Attorney General and counsel to the Department, Caltrans and the Authority,
' certificates of the Authority,the Department, Caltrans,the State Treasurer, and others, and such other
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21875854.8 F-2-1
Packet Pg. 916
:�i
7.B.e
documents, agreements, opinions and matters as we have considered necessary or appropriate under
the circumstances to render the opinions set forth herein.
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We have assumed the genuineness of all documents and signatures presented to us, the a
authenticity of documents submitted as originals and the conformity to originals of documents
submitted as copies. We have not undertaken to verify independently, and have assumed, the E
accuracy of the factual matters represented, warranted or certified in the documents, and of the legal o
conclusions contained in the opinions referred to in the preceding paragraphs of this opinion. o
Furthermore, we have assumed compliance with all covenants and agreements contained in the o
Indenture, the Lease and the Tax Certificate, including (without limitation) covenants and m
agreements compliance with which is necessary to assure that future actions,omissions or events will
not cause the interest on the Bonds to be included in gross income for federal income tax purposes. o
We call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Lease
and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, a
fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, by the c
application of equitable principles and the exercise of judicial discretion in appropriate cases and by
the limitations on legal remedies against public agencies in the State of California. c
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We express no opinion herein with respect to any indemnification, contribution, choice of cn
law, choice of forum, penalty or waiver provisions contained in the Bonds, the Indenture or the o
Lease, nor do we express any opinion with respect to the state or quality of title to any of the real or a
personal property described in the Lease and the Indenture, or the accuracy or sufficiency of the c
description of any such property contained therein. o
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Our opinion is limited to matters governed by the laws of the State of California and federal m
income tax law. We assume no responsibility with respect to the applicability or the effect of the
laws of any other jurisdiction.
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Based on and subject to the foregoing, and in reliance thereon and on all matters of fact as we
deem relevant under the circumstances, and upon consideration of applicable laws, we are of the
opinion that:
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1. The Bonds constitute the valid and binding limited obligations of the Authority. E
1
2. The Indenture has been duly authorized, executed and delivered by the parties thereto
and constitutes a valid and binding obligation of,the Authority. The Indenture creates a valid pledge, U
to secure the payment of the principal of and interest on the Bonds, of the Revenues and any other o
amounts held by the State Treasurer in any of the funds and accounts established pursuant to such L>,
Indenture, except the Rebate Fund, subject to the provisions of the Indenture permitting the
application thereof for the purposes and on the terms and conditions set forth in the Indenture. E
3. The Lease has been duly authorized and executed by the parties thereto constitutes a n.
valid and binding agreement of the parties thereto. The obligation of Caltrans to pay Base Rental cc
during the term of the Lease constitutes a valid and binding obligation of Caltrans. The Base Rental 06
payable by Caltrans to the Authority under the terms of the Lease, subject to the terms and conditions
set forth therein, constitutes the primary source of funds of the Authority for payment of the principal a
of, redemption premium, if any, and interest on the Bonds, and such Base Rental is payable only
from funds of Caltrans legally available therefor. E
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21875854.8 F-2-2
'3 Packet Pg. 917
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7.B.e
4. The Bonds are not a lien or charge upon the funds or property of the Authority except
al to the extent of the aforementioned pledge under the Indenture. Neither the faith and credit nor the 'o
taxing power of the State of California or of any political subdivision thereof is pledged to the Q
payment of the principal of, redemption premium, if any, or interest on the Bonds. The Bonds are a
not a debt of the Authority, the Department, Caltrans or the State of California within the meaning of
any constitutional or statutory debt limit or restriction, and the State is not liable for payment thereof. E
5. Under existing statutes, regulations, rulings and judicial decisions, interest (and o
original issue discount) on the Bonds is excluded from gross income for federal income tax purposes c
and is not an item of tax preference for purposes of calculating the federal alternative minimum tax m°
imposed on individuals and corporations;however,with respect to corporations, such interest may be
included as an adjustment in the calculation of alternative minimum taxable income, which may o
affect the alternative minimum tax liability of such corporations. The foregoing opinion is subject to
the condition that the Authority, Caltrans and the Department comply with all requirements of the a
Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the c
issuance of the Bonds to assure that such interest (and original issue discount) will not become
includable in gross income for federal income tax purposes. Failure to comply with such c
requirements of the Code might cause interest (and original issue discount) on the Bonds to be _
included in gross income for federal income tax purposes retroactive to the date of issuance of the 3
Bonds. The Authority, Caltrans and the Department have covenanted to comply with all such o
requirements. a
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6. The difference between the issue price of a Bond(the first price at which a substantial c
amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at
maturity with respect to such Bond constitutes original issue discount. Original issue discount m
accrues under a constant yield method, and original issue discount will accrue to a Bond owner
before receipt of cash attributable to such excludable income. The amount of original issue discount
deemed received by a Bond owner will increase the Bond owner's basis in the applicable Bond. Q
Original issue discount that accrues for the Bond owner is excluded from the gross income of such �!
owner for federal income tax purposes, is not an item of tax preference for purposes of calculating N
the federal alternative minimum tax imposed on individuals or corporations (as described in
paragraph 5 above) and is exempt from State of California personal income tax. E
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7. The amount by which a Bondholder's original basis for determining loss on sale or
exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on
maturity(or on an earlier call date) constitutes amortizable Bond premium, which must be amortized
under Section 171 of the Code; such amortizable Bond premium reduces the Bondholder's basis in p
the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for
federal income tax purposes. The basis reduction as a result of the amortization of Bond premium c
may result in a Bondholder realizing a taxable gain when a Bond is sold by the holder for an amount E
equal to or less(under certain circumstances)than the original cost of the Bond to the holder. a
8. Interest(and original issue discount) on the Bonds is exempt from State of California �
personal income tax. ,r,
Except as set forth in paragraphs 5 through 8 above, we express no opinion as to any tax a
consequences related to the Bonds. Other provisions of the Code may give rise to adverse federal m
income tax consequences to particular Bondholders. The scope of this opinion is limited to matters E
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21875854.8 F-2-3
Packet Pg. 918
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' addressed above and no opinion is expressed hereby regarding other federal tax consequences that
may arise due to ownership of the Bonds. o'
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Certain agreements, requirements and procedures contained or referred to in the Indenture, a
the Lease and the Tax Certificate and other relevant documents may be changed and certain actions
(including, without limitation, defeasance of the Bonds) may be taken or omitted under the E
circumstances and subject to the terms and conditions set forth in such documents. We express no 0
opinion herein as to the effect on the exclusion from gross income for federal income tax purposes of o
interest (or original issue discount) on any Bond if any such change occurs or action is taken or c
omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a M
Professional Corporation. ,
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The opinions expressed herein are based on an analysis of existing laws, regulations, rulings 6
and judicial decisions and cover certain matters not directly addressed by such authorities. Such a
opinions may be affected by actions taken or omitted or events occurring after the date hereof. We
have not undertaken to determine, or to inform any person, whether any such actions are taken or
omitted or events do occur, and we disclaim any obligation to update this opinion. Our engagement
as Bond Counsel terminates upon the issuance of the Bonds. U-
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The scope of our engagement in relation to the issuance of the Bonds has been limited solely o
to the examination of facts and law incident to rendering the opinions expressed herein. We have not a
been engaged or undertaken to review, confirm or verify, and therefore express no opinion herein as c
to, the accuracy, completeness, fairness or sufficiency of any of the statements in the Official
Statement or any exhibits or appendices thereto or any other offering material relating to the Bonds. .°��
In addition, we have not been engaged to and therefore express no opinion as to the compliance by m
the Authority or the underwriter with any federal or state statute, regulation or ruling with respect to R
the sale or distribution of the Bonds.
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APPENDIX G
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AUDITED BASIC FINANCIAL STATEMENTS OF THE STATE
FOR THE FISCAL YEAR ENDED JUNE 30,2015 Q
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APPENDIX H
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NOTICE OF SALE
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NRF DRAFT 10/25/2016
APPENDIX H
NOTICE OF SALE
$ $
LOS ANGELES STATE BUILDING SAN BERNARDINO JOINT o
AUTHORITY POWERS FINANCING Q.
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LEASE REVENUE REFUNDING AUTHORITY
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BONDS LEASE REVENUE REFUNDING =
(JUNIPERO SERRA STATE BONDS
OFFICE (ROSA PARKS MEMORIAL
BUILDING)2016 SERIES A STATE OFFICE BUILDING) o
2016 SERIES A
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NOTICE IS HEREBY GIVEN, that electronically submitted bids will be received on m
November 16, 2016 (the"Bid Date"),by the Honorable John Chiang, Treasurer of the State of California
("State Treasurer"), acting as agent for sale on behalf of the Los Angeles State Building Authority (the o
"Los Angeles Authority") and the San Bernardino Joint Powers Financing Authority (the "San
Bernardino Authority"). Each of the Los Angeles Authority and the San Bernardino Authority is referred Q
to herein individually as an "Authority" and are collectively referred to as the "Authorities."
Electronically submitted bids will be received at the time and in the manner described below, for the
purchase of the $ * principal amount of the Los Angeles Authority's Lease Revenue Refunding =
Bonds (Junipero Serra State Office Building) 2016 Series A (the "2016 Los Angeles Bonds") and the U-
$ * principal amount of the San Bernardino Authority's Lease Revenue Refunding Bonds
(Rosa Parks Memorial State Office Building) 2016 Series A (the "2016 San Bernardino Bonds," and c
together with the 2016 Los Angeles Bonds, the "Bonds"),to be dated and to be delivered on the Closing a
Date(defined herein).The Bonds will be sold on an all-or-none basis. Bidding procedures and sale terms c
are as follows.
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The State Treasurer reserves the right, prior to the acceptance of bids, to modify or amend this �0
Notice of Sale (this Notice of Sale, together with any modifications or amendments, is referred to herein cc
as the"Notice of Sale"), including(but not limited to)changing any or all of the following: (i)whether or cn
not a Series of Bonds will be offered pursuant to this Notice of Sale,(ii)the aggregate principal amount of co
any Series of the Bonds, (iii)the principal amount of each maturity, and (iv)the requirements relating to
the interest rates on or purchase price for the Bonds. Any such modifications or amendments will be
announced via The Bond Buyer Wire (available on TM3, the Thomson Municipal Market Monitor) and
posted on the Bid Service (as defined below) not later than 1:00 p.m. California time on Monday, a,
November 15, 2016, which is one day prior to the Bid Date (provided that any delay in making such N
Imodification or amendment shall not affect the validity of the sale of the Bonds). Any such modification o
or amendment will also be posted on the State Treasurer's website. Failure of any bidder to receive such a)
notice from The Bond Buyer Wire will not affect the legality of the sale. Bidders are required to bid upon .-W 0
the Bonds in accordance with this Notice of Sale. The State Treasurer reserves the right to postpone or Z
cancel the sale of the Bonds at any time.
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Any questions on the bidding procedures and sale terms set forth in this Notice of Sale, or any Q
modification or amendment thereof, or any postponement or cancellation of the sale of the Bonds, should
be directed to KNN Public Finance,LLC ("Municipal Advisor"), telephone 510-208-8214, Attention: E
Bobby Cheung(email: bcheung @knninc.com).
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* Preliminary, subject to change.
22211662.8
Packet Pg. 922
7.B.f
ISSUE: The Bonds are described in the Preliminary Official Statement dated
November_, 2016 relating to the Bonds, (the "Preliminary Official
Statement").
THE BONDS: The Bonds will be registered in the name of Cede&Co., as nominee
of The Depository Trust Company ("DTC"), New York, New York. o
DTC will act as securities depository for the Bonds. Individual a
purchases will be made in book-entry form only, and purchasers will
not receive bond certificates representing their interests in the Bonds
purchased. E
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TIME: Bids must be delivered on or before 9:00 a.m. California time on the o
Bid Date. c
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PLACE: Bidders may only electronically deliver bids as described under y,
"ELECTRONIC BIDS"below. L
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FORMS: Each bidder is required to submit certain certificates prior to Q
3:00 p.m. California time on November 15, 2016. See a�
"CERTIFICATES TO BE COMPLETED PRIOR TO BIDDING" U
below.
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QUALIFICATION The State Treasurer will only accept bids from members of the L
OF BIDDERS: State Treasurer's 2015-17 Underwriter Pool, which is currently 3
posted on the State Treasurer's website at a0
http://www.treasurer.ca.gov. All syndicate members, if any, _
must also be members of the State Treasurer's 2015-17 0
Underwriter Pool. In submitting a bid, each bidder shall be deemed 0
to have certified that its syndicate members, if any, are members of 'a
the State Treasurer's 2015-17 Underwriter Pool. In addition, as a C co
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condition to the award of the Bonds, each bidder shall provide to the n cc
State Treasurer the names of each of its underwriting syndicate
members, if any,within 30 minutes of its receipt of a request for such 0 rl-
names from the State Treasurer.
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Each bidder(and not the State Treasurer or the Authorities) is responsible for the timely delivery >
of its bid. The official time will be determined by the State Treasurer and not by any bidder or the Bid
1 Service(defined below). Capitalized terms used herein but not otherwise defined shall have the meaning o
ascribed to such terms in the Preliminary Official Statement. 0
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TERMS RELATING TO THE BONDS z0
EACH BIDDER IS DEEMED TO HAVE OBTAINED AND REVIEWED THE PRELIMINARY
OFFICIAL STATEMENT PRIOR TO BIDDING FOR THE BONDS. THE DESCRIPTION OF a
THE BONDS CONTAINED IN THIS NOTICE OF SALE IS QUALIFIED IN ALL RESPECTS
BY THE DESCRIPTION CONTAINED IN THE PRELIMINARY OFFICIAL STATEMENT. E
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PRINCIPAL: The Bonds will mature on the dates and in the principal amounts shown below. r
Bidders may specify which maturity or maturities of the Bonds will be subject to mandatory sinking Q
account redemption (the "Term Bonds"). See "REDEMPTION" below. The principal amounts of the
22211662.8 H-2
Packet Pg. 923
7.B.f
Bonds are subject to adjustments after the awarding of the Bonds, as provided in "ADJUSTMENT OF
PRINCIPAL AMOUNTS AFTER THE RECEIPT OF BIDS."
LOS ANGELES STATE BUILDING AUTHORITY
LEASE REVENUE REFUNDING BONDS
(JUNIPERO SERRA STATE OFFICE BUILDING) o
2016 SERIES A a
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Maturity Date Maturing Principal
(October 1) Amount E
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SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY L
LEASE REVENUE REFUNDING BONDS
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(ROSA PARKS MEMORIAL STATE OFFICE BUILDING) Q
2016 SERIES A
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Maturity Date Maturing Principal
(October 1) Amount
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INTEREST: Bidders must specify the rate or rates of interest which the Bonds will bear, subject
to the following limitations. Interest will accrue from the date of delivery of the Bonds (the "Closing c°
Date"), which is expected to occur on November 30, 2016. Interest on the Bonds will be calculated on 'a
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the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds will be payable on c
April 1 and October 1 of each year beginning April 1,2017. Bidders may specify any number of separate in
rates and the same rate or rates may be repeated as often as desired,but: co
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• No Bond may bear an interest rate greater than 5.00%per annum;
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• No Bond shall bear a zero rate of interest; a�
• No Bond shall bear more than one rate of interest; o
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• Each interest rate specified in any bid must be a multiple of one-eighth or one-twentieth of c
one percent(1/8 or 1/20 of 1%)per annum; z
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• Each Bond shall bear interest from its date to its stated maturity date or earlier redemption at a
the interest rate specified in the applicable bid;and ;;
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PURCHASE PRICE: The aggregate purchase price bid for the Bonds may not be less than =
[ninety-eight and one-half percent(98.5%)] of the principal amount of the Bonds. CU
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REOFFERING PRICES: Upon a request from the State Treasurer or its agent, bidders must
promptly, in any case not later than 30 minutes after receiving the notice of award, submit information
specifying the initial reoffering price of each maturity in their bid for the Bonds. See also "PROMPT
22211662.8 H-3
Packet Pg. 924
AWARD; SUBMISSION OF SIGNED BID" and "CERTIFICATES TO BE COMPLETED BY THE
PURCHASER PRIOR TO CLOSING"below.
REDEMPTION: The Bonds are subject to extraordinary redemption prior to their respective
maturity dates, at the option of the applicable Authority, on any date, in whole or in part, from certain
proceeds of insurance or proceeds of eminent domain proceedings, upon the terms and conditions of, and o
as provided in, the applicable Indenture, at the principal amount thereof together with accrued interest to a
the date fixed for redemption,without premium. a
The Bonds are not subject to optional redemption prior to their maturity dates. E
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SECURITY: The Bonds will be special obligations of the Authorities payable solely from o
applicable Revenues and other funds pledged under the respective Indentures. Revenues will be
comprised primarily of Base Rental payments to be made by a Participating Agency, under the Lease m
applicable to such Series and amounts on deposit in the funds and accounts established under the
Indenture for such Series (excluding amounts on deposit in the applicable Rebate Fund). Each L
Participating Agency will covenant in its Lease to take such action as may be necessary to include all
rental payments (including Base Rental payments) due under the applicable Lease in its annual budget q
and to make the necessary annual allocations for all such rental payments. Base Rental payments due =
under the Lease for a Series of Bonds will be in an amount sufficient to pay the principal of and interest U
on such Series of Bonds and any related parity bonds. The obligation of each Participating Agency, to
make rental payments (including Base Rental payments) on a Facility is subject to and dependent on the U-
Participating Agency having beneficial use and occupancy of that Facility. In addition, the Bonds are L
secured by amounts, if any, on deposit in the Reserve Accounts established under the respective 3
Indentures. Additional lease revenue bonds secured on parity with a Series of Bonds may be issued by an a.
Authority under the related Indenture upon compliance with the additional bonds requirements set forth
therein. o
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No Series of Bonds represents or constitutes an indebtedness or a debt, liability or obligation of m
the applicable Authority, the State or any political subdivision thereof within the meaning of any _
constitutional or statutory limitation or restriction. Neither the full faith and credit of the applicable N
Authority nor the State is pledged, and the general fund of the State is not liable, for the payment of the
principal of, redemption premium, if any, or interest on any Series of Bonds. No tax shall ever be levied oo co
or collected to pay the principal of,redemption premium,if any,or interest on any Series of Bonds. None :'
of the Los Angeles Authority, the San Bernardino Authority or the Participating Agencies has the power N
at any time or in any manner to pledge the credit or taxing power of the State. Neither the Los Angeles w
Authority or the San Bernardino Authority has any taxing power. See the Preliminary Official Statement M
—"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." —
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TAX EXEMPTION: Stradling Yocca Carlson& Rauth, a Professional Corporation, Bond o
Counsel to the Authority, will render its opinion that, based upon an analysis of existing statutes, z
regulations, rulings, and judicial decisions, and assuming, among other matters, the accuracy of certain
representations and compliance with certain covenants, interest(and original issue discount)on the Bonds r
is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Q
Code of 1986 (the "Code") and interest (and original issue discount) on the Bonds is exempt from State
personal income taxes. Bond Counsel will further render its opinion that interest on the Bonds is not a E
specific preference item for purposes of the federal individual or corporate alternative minimum taxes, 0
although Bond Counsel will observe that such interest may be included as an adjustment in the a
calculation of alternative minimum taxable income which may affect the alternative minimum tax liability
of corporations. Bond Counsel will express no opinion regarding any other tax consequences relating to
the ownership or disposition of,or the accrual,amount or receipt of interest on,the Bonds.
22211662.8 H-4
i
Packet Pg. 925
7.B.f
See the Preliminary Official Statement—"TAX MATTERS" and APPENDIX F—"PROPOSED
FORMS OF FINAL LEGAL OPINIONS OF BOND COUNSEL," and see also "CERTIFICATES TO
BE COMPLETED BY THE PURCHASER PRIOR TO CLOSING"below.
LEGAL OPINIONS RELATING TO THE BONDS: The opinions of the Attorney General, Ii
Counsel to the Authority and Bond Counsel referred to in the Preliminary Official Statement under o
"CERTAIN LEGAL MATTERS," will be furnished to the successful bidder for the Bonds (the Q
"Purchaser")on the Closing Date. a
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LITIGATION CERTIFICATES: The Purchaser will also be furnished a customary certificate E
of the Attorney General that, to her knowledge, other than as disclosed in the Official Statement there is o
not now pending(with service of process having been completed) or threatened any litigation(a) seeking o
to restrain or enjoin the sale, issuance, execution or delivery of the Bonds or the undertaking of any
activities with respect to the Bonds, the Indentures, or the Leases,which the Official Statement describes m°
as activities that the Participating Agencies have undertaken or will undertake, or (b)challenging the >,
validity of the Bonds, the Indentures, the Leases, the Escrow Agreements, the Continuing Disclosure o
Agreements, or any other document, license, permit or approval necessary to the execution and delivery
of the Bonds or any proceeding of the Participating Agencies, relating to the Bonds. For purposes of the Q
above certifications, the term"to her knowledge" does not include the performance of a docket search of
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federal or state court filings. The term"to her knowledge"does include discussions with senior legal staff
and executive staff within the Attorney General's Office responsible for coordinating and managing c
litigation matters for the State. For purposes of the above certifications, no matter will be deemed to be 'u.
"threatened"litigation because it is the subject of an administrative claim or matter. Pursuant to Article 4, L
Chapter 1, Part 1, Division 3 of Title 2 of the Government Code and other laws, the Attorney General is 3
not counsel to all state agencies for all matters. Accordingly, there may be litigation matters pending or a
threatened of which the Attorney General has no actual knowledge. c
0
In addition,the Purchaser will be furnished with a customary certificate of a representative of the c
applicable Participating Agency with respect to each Series of Bonds which certifies,among other things, m
that except as set forth in the Official Statement, no litigation is pending (with service of process having c
been accomplished) or, to such person's knowledge after due investigation, threatened (a)to restrain or
enjoin the execution of the applicable Lease or the applicable Continuing Disclosure Agreement, (b)to
restrain or enjoin performance under the applicable Lease, or the use and occupancy by the applicable o
Participating Agency of the applicable Refinanced Facility, or(c) in any way contesting or affecting the `!
validity of the applicable Lease or the applicable Continuing Disclosure Agreement or any other N
document, license, permit or approval necessary to the performance by the applicable Participating w
Agency under the applicable Lease or the applicable Continuing Disclosure Agreement. The applicable
Cn
Participating Agency will further certify that, except as set forth in the Official Statement, there is no 0
litigation pending (with service of process having been accomplished), or, to the knowledge of the a)
representative of the applicable Participating Agency executing such certificate after due investigation, o
threatened against the applicable Participating Agency or involving any of the property or assets under the z
control of the applicable Participating Agency including, without limitation, the applicable Refinanced
Facility, that involves the possibility of any judgment or uninsured liability which would materially and Q
adversely affect the performance of the applicable Participating Agency under the applicable Lease, the
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applicable Continuing Disclosure Agreement or any other agreements or instruments entered into by the
applicable Participating Agency relative to the transaction contemplated by the related Bonds. _
CU
The Purchaser will also be furnished with a customary certificate of a representative of each Q
Authority which certifies, among other things, that, except as set forth in the Official Statement, no
litigation is pending (with service of process having been accomplished) or, to the knowledge of the
applicable Authority, threatened against the applicable Authority (a)to restrain or enjoin collection of
22211662.8 H-5
Packet Pg. 926
7.B.f
revenues pledged or to be pledged to pay the principal of and interest on the applicable Bonds, (b)to
restrain or enjoin the execution or delivery of the applicable Bonds, the applicable Indenture, the
applicable Lease and the applicable Continuing Disclosure Agreement or performance under any of the
applicable Indenture,the applicable Lease and the applicable Continuing Disclosure Agreement, or(c)in
any way contesting the accuracy of the Official Statement or contesting or affecting the validity of the
Bonds (including the exclusion from gross income for federal income tax purposes of interest on the o
Bonds), the applicable Indenture, the applicable Lease or the applicable Continuing Disclosure a
Agreement, or any other document, license, permit or approval necessary to the performance on its part Q
under such documents or the proceeding or authority pursuant to which the Bonds will be issued and sold.
Each Authority will further certify that, except as set forth in the Official Statement, there is no litigation E
pending (with service of process having been accomplished), or, to the knowledge of the applicable c
Authority, threatened against the applicable Authority or involving the applicable Refinanced Facility,
which may result in any material adverse change in the financial condition of the applicable Authority or c
have any material adverse impact on the applicable Refinanced Facility. m
ADDITIONAL INFORMATION: Prospective bidders are advised to read the entire M
Preliminary Official Statement. Copies of the Preliminary Official Statement may be obtained from the
State Treasurer by calling 1-800-900-3873. The Preliminary Official Statement is also available on the Q
State Treasurer's website at http://www.treasurer.ca.gov and at http://www.munios.com.
TERMS OF THE SALE
U.
FORM OF BID: Each bid must be unconditional and conform to the parameters provided under L
"PURCHASE PRICE"herein. By submitting a bid,the bidder agrees to all of the terms and conditions of 3
this Notice of Sale. In submitting a bid, each bidder acknowledges that the bid is an offer to purchase all o°,
of the Bonds, and if accepted, will become a contract to purchase such Bonds on the terms contained
herein. All bids shall be deemed to incorporate all of the applicable terms of this Notice of Sale. o
0
ELECTRONIC BIDS: The State Treasurer will only accept bids delivered electronically m
through Ipreo's BIDCOMP/Parity system(the"Bid Service"). Further information about the Bid Service,
including any fees charged and registration requirements,may be obtained from: y
°
• Ipreo °
1359 Broadway, Second Floor
New York,New York 10018 N
(212) 849-5023 m
m
Each bidder submitting an electronic bid agrees by doing so that(i)it is solely responsible for all c
arrangements with the Bid Service, (ii)the Bid Service is not acting as an agent of the State Treasurer or 4)
the Authorities, and (iii)none of the State Treasurer or the Authorities is responsible for ensuring or .I
verifying bidder compliance with the Bid Service's procedures. None of the State Treasurer or the z
Authorities is responsible for, and each bidder expressly assumes the risk of and responsibility for, any
incomplete, inaccurate or untimely bid submitted by such bidder through the Bid Service. Instructions for
submitting electronic bids must be obtained by each bidder from the Bid Service. The State Treasurer and a
the Authorities shall be entitled to assume that any bid received via the Bid Service has been made by a
duly uthorized agent of the bidder. If any provision of this Notice of Sale conflicts with information E
Y g
ce this Notice o Sale shall control. U
provided by the Bid Service, f
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THE STATE TREASURER,THE AUTHORITIES,THE MUNICIPAL ADVISOR AND BOND
a
COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID
SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED,
22211662.8 H-6
Packet Pg. 927
7.B.f
RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. NEITHER THE
STATE TREASURER NOR THE AUTHORITIES SHALL BE REQUIRED TO ACCEPT THE TIME
KEPT BY THE BID SERVICE AS THE OFFICIAL TIME. NEITHER THE STATE TREASURER
NOR THE AUTHORITIES ASSUMES RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR
TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT
RECEIVED. o
GOOD FAITH DEPOSIT: The Purchaser is required to provide, not more than two hours after Q
the communication of the award of its bid by the State Treasurer, a good faith deposit in the amount of
$ (the "Good Faith Deposit") by wire transfer in immediately available funds. The Purchaser E
may obtain the wire instructions for the wire transfer by submitting a written request by email to the State o
Treasurer's Office (publicfinance @treasurer.ca.gov), referencing"LASBA/SBJPFA 2016A" in the email
subject line. Potential bidders may request the wire instructions in advance of bidding. However, the c
Good Faith Deposit need only be provided following the award of the Bonds. If the Good Faith Deposit m°
is not received from the Purchaser within the timeframe described above, the State Treasurer reserves the
right to rescind the award of the Bonds.
.r
Upon receipt of the Good Faith Deposit,the State Treasurer may invest the proceeds of the Good a
Faith Deposit for the account of the Authorities. On the Closing Date,the Purchaser shall pay,or cause to
c
be paid, the purchase price of the Bonds, less the amount of such Good Faith Deposit. If the Purchaser
fails to accept delivery of and pay for any of the Bonds on the Closing Date as provided in this Notice of
Sale, such deposit shall be retained by the State Treasurer on behalf of the Authorities as and for full U-
liquidated damages for the failure of the Purchaser to accept delivery of and pay for the Bonds. The L
retention of such deposit shall constitute a full release and discharge of all claims and rights of the State 3
Treasurer and the Authorities against the Purchaser on account of such failure and a waiver of any right °a
the State Treasurer or the Authorities may have to any additional damages for such failure. By submitting c
a bid,the Purchaser waives any right to claim that actual damages resulting from such failure are less than
the amount of such Good Faith Deposit, and agrees that the amount of such Good Faith Deposit is a o
reasonable estimate of damages that the Authorities may suffer in the event of such failure. m
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No interest will be paid by the State Treasurer or the Authorities on the Good Faith
Deposit.
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BASIS OF THE AWARD: The Bonds will be awarded to the bidder whose bid as submitted 7
(and without regard to any adjustment of the principal amount after the receipt of bids) will result in the C+
lowest true interest cost ("TIC") to the Authorities for such Bonds as determined by the State Treasurer; a'
provided, however, that the State Treasurer may not award one or more Series of Bonds if certain i5
refunding savings are not achieved or for other reasons. See "PROMPT AWARD; SUBMISSION OF —
SIGNED BID." The TIC will be the nominal interest rate which, when compounded semiannually and 0
used to discount the debt service payments on all of the Bonds to the Closing Date of the Bonds,results in o
an amount equal to the purchase price bid for all of the Bonds. In the event that two or more bidders offer z
bids at the same lowest TIC for the Bonds, the bidder that submitted the winning bid first as determined
ti
by the State Treasurer shall be awarded the Bonds. Q
RIGHT OF WAIVER OR REJECTION: The State Treasurer and the Authorities reserve
the right to reject any or all bids. The State Treasurer and the Authorities also reserve the right to E
waive,without limitation,any irregularity or informality with respect to any bid,except the time of
receipt of electronic bids. r
Q
MULTIPLE BIDS FROM A SINGLE BIDDER: In the event multiple bids for the Bonds are
received from a single bidder, the State Treasurer, acting as agent for sale on behalf of the Authorities,
22211662.8 H-7
Packet Pg. 928
I
shall be entitled to accept the bid with the lowest TIC for the Bonds, calculated in accordance with this
Notice of Sale as determined b the State Treasurer,from among ll such bids and each bidder agrees b
Y
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prior
submitting any bid to be bound by such lowest bid unless such bid is unambiguously withdrawn to
the deadline for receiving bids. See"BASIS OF THE AWARD."
PROMPT AWARD; SUBMISSION OF SIGNED BID: The State Treasurer will take prompt o
action awarding the Bonds or rejecting bids for one or more Series of Bonds not later than 24 hours after a
the time specified for receipt of bids, unless such time is waived by the Purchaser. Formal notice of a
Y
award will be given promptly by telephone by the State Treasurer to the Purchaser and shall constitute
acceptance by the State Treasurer,on behalf of the Authorities, of the Purchaser's offer to purchase all the E
Bonds on the terms contained herein and in such bid. Bid evaluations or rankings by the Bid Service are o
not binding on the State Treasurer or the Authorities. o
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The State Treasurer will furnish to the Purchaser a copy of its winning bid. The Purchaser must m°
ensure that a signed copy of its bid is submitted by email to the State Treasurer's Office
(publicfinance @treasurer.ca.gov), referencing "LASBA/SBJPFA 2016A" in the email subject line, not o
later than 60 minutes after receiving notification of the award of the Bonds;the State Treasurer,on behalf
of the Authorities,will then promptly execute the acceptance of the bid. Q
c
INSURANCE:No bids with municipal bond insurance will be accepted.
c
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but U-
neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute
cause for a failure or refusal by the Purchaser to accept delivery of and pay for Bonds in accordance with 3
the terms contained herein and in the accepted bid. The Purchaser shall provide the CUSIP numbers to n0
the State Treasurer and the Authorities.
0
EXPENSES OF PURCHASER: The Purchaser will be responsible for the CUSIP Service o
Bureau charges, the California Debt and Investment Advisory Commission fees (California Government
Code Section 8856),DTC charges and all its other expenses related to the bidding,purchase and delivery m
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of the Bonds. The cost of preparing the Bonds will be borne by the Authorities. uy
ADJUSTMENT OF PRINCIPAL AMOUNTS AFTER THE RECEIPT OF BIDS: Following o
the award of the Bonds,the total principal amount and the principal amounts of one or more maturities of
the Bonds may be increased or decreased in $5,000 increments to reflect the interest rates and purchase N
price specified in the winning bid and the reoffering prices certified by the Purchaser, or to accommodate
certain requirements or preferences of the State Treasurer, including, but not limited to, achieving
substantially level annual debt service on the basis of the State's fiscal year and not generating excess o
proceeds of the refunding issue. Subsequent to the adjustment of principal amounts, the original dollar a)
amount bid will be adjusted to reflect the changes to the principal amount of the Bonds. Any such .2
adjustment may change the total (but not the per Bond compensation) dollar amount of underwriter's z
discount,if any,that would have been received based on the original bid price and the reoffering prices in
the winning bid. Any such adjustments will be communicated to the Purchaser within 24 hours after the y
acceptance of bids. Any such adjustments in the principal amounts and purchase price made as described `t
above will not affect the determination of the Purchaser or give the Purchaser any right to reject the C
Bonds. In addition, adjustments in the maturity schedule for the Bonds may also be made prior to the E
acceptance of bids as described above in the second paragraph of this Notice of Sale.
QUALIFICATION FOR SALE; COMPLIANCE WITH BLUE SKY: The Authorities will Q
furnish, or cause to be furnished, such information, execute or cause to be executed such instruments and
take or cause to be taken such other reasonable action in cooperation with the Purchaser, as the Purchaser
22211662.8 H-8
Packet Pg. 929
7.B.f
may deem necessary in order to qualify the Bonds for offer and sale under the Blue Sky or other securities
laws and regulations of such states and other jurisdictions of the United States as such bidder may
designate;provided, however,that the foregoing shall not require the Authorities to register as a dealer or
broker or execute a consent to service of process or to qualify as a foreign corporation in connection with
such qualification, in any foreign jurisdiction, or to comply with any other requirements reasonably
deemed by the Authorities to be unduly burdensome. o
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The Purchaser may not sell,offer to sell or solicit any offer to buy,Bonds in any jurisdiction a
where it is unlawful for the Purchaser to make such sale, offer or solicitation, and the Purchaser
shall comply with the Blue Sky and other securities laws and regulations of the states and E
jurisdictions in which the Purchaser sells the Bonds. c
0
SALES OUTSIDE OF THE UNITED STATES: The Purchaser shall not sell Bonds in the =
initial offering to investors,the sale to whom would require qualification under foreign law, and shall not
m
sell any of the Bonds outside of the United States. ,
CERTIFICATES TO BE COMPLETED PRIOR TO BIDDING: Prior to bidding on the
Bonds,all prospective bidders are required to submit the following certifications. Q
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Expatriate Act Certification. Each bidder must agree to comply with the Taxpayer and
Shareholder Protection Act of 2003. Public Contract Code §10286.1 generally provides that a state
agency may not enter into any contract with an expatriate corporation or its subsidiaries unless the State U.
Treasurer waives, in writing,the prohibition against contracting with such an entity upon finding that the L
contract is necessary to meet a compelling public interest. Pursuant to §10286.1, the State Treasurer's 3
Office will not contract or otherwise do business — absent a compelling public interest —with publicly- a°
held U.S. expatriate corporations. This policy is designed to ensure that companies with which the State
Treasurer does business meet threshold standards of corporate accountability. See EXHIBIT 1.
0
Darfur Contracting Act Certification. Each bidder must comply with the Darfur Contracting -ca
Act of 2008. The Act was passed by the California Legislature and signed into law by the Governor to m
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preclude state agencies generally from contracting with "scrutinized" companies that do business in the
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African nation of Sudan as defined in Public Contract Code §10476. Scrutinized companies cannot bid
on a contract with a state agency for services (Public Contract Code §10477(a)). Public Contract Code
§10478(a) requires a company that currently has, or within three previous years has had, business d
E activities or other operations outside of the United States to certify it is not a"scrutinized"company when N
it submits a bid to a state agency. A scrutinized company may still, however, submit a bid for a contract
with a state agency for services if the company first obtains permission from DGS, according to the to
criteria set forth in Public Contract Code §10477(b). See EXHIBIT 2. c
0
Iran Contracting Act Certification. For any contract which a bidder may earn at least$1 million c
in compensation, the bidder is required to certify it is in compliance with the provisions of the Iran z
Contracting Act of 2010 (Public Contract Code §2200, et seq.). Specifically, any bidder submitting a bid
for the Bonds is required to certify,at the time of submittal,that it is not on the then current list of persons w
engaged in investment activities in Iran created by DGS pursuant to Public Contract Code §2203(b). See `t
EXHIBIT 3. C
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Each bidder must execute and submit to the State Treasurer the Expatriate Act v
Certification, the Darfur Contracting Act Certification and the Iran Contracting Act Certification 4
to the State Treasurer via email to publicfinance @treasurer.ca.gov. Please include firm name and
"LASBA/SBJPFA 2016A"in the subject line.
22211662.8 H-9
Packet Pg. 930
CERTIFICATES TO BE COMPLETED BY THE PURCHASER PRIOR TO CLOSING:
Closing Reoffering Price Certificate. Prior to closing, the Purchaser of the Bonds must
submit to the Authorities a certificate(the"Closing Reoffering Price Certificate"further described
below), satisfactory to Bond Counsel, which states that the Purchaser either (i) has purchased the
bonds for its own account, has a present expectation to hold the bonds for its own account, and has o
no agreement,plan, or expectation to sell, distribute or otherwise transfer the Bonds (other than as a
disclosed to the Authorities, including the facts relating to such sale, transfer, or distribution), or Q
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(ii)has made a bona fide public offering to the public of the Bonds, in which case the certificate
shall be substantially in the form attached in EXHIBIT 4. In making such representations, the E
Purchaser must reflect the anticipated existence, if any, of a "derivative product" (e.g., a tender
0
option) offered or to be offered by the Purchaser or its affiliate in connection with the initial sale of o
any of the Bonds. The Purchaser shall also, if asked by Bond Counsel, clarify any discrepancies c
between the Closing Reoffering Price Certificate and publicly available information relating to m
trades of the Bonds and explain the failure to sell at least 10% of each maturity of the Bonds
purchased to the public at the prices set forth in the bid submitted on the date of the award. o
s
Closing Certificate Concerning Official Statement. As a condition of delivery of the Bonds the Q
Purchaser will be required to execute and deliver to the Authorities,prior to the Closing Date,a certificate c
to the following effect:
(i) The Purchaser, as the initial purchaser of the Bonds, has provided to the U.
Authorities the initial reoffering prices or yields on the Bonds as printed in the Official Statement. i
d
3
(ii) The Purchaser has not undertaken any responsibility for the contents of the a°
Official Statement; however, the Purchaser, in accordance with and as part of its responsibilities under
Federal securities laws, has reviewed the information in the Official Statement and has not notified the
State Treasurer and the Authorities of the need to modify or supplement the Official Statement. o
c
PARTICIPATION GOALS: Firms owned by disabled veterans are encouraged to respond to m
c
this invitation for bid. The State Treasurer has adopted regulations and participation goals for
co
professional bond services firms owned by disabled veterans. These participation goals are set forth in
Article 3 of Subchapter 4 of Chapter 4, Division 2 of Title 2 of the California Code of Regulations in 0
Section 1899.522. As a result of a court decision issued in 2001, the State Treasurer can no longer �!
impose participation goals for minority and women business enterprises. However, the State Treasurer cat
continues to collect and report data regarding minority and women business enterprise participation.
After completion of the transaction, the Purchaser will be required to submit reports to the State o
Treasurer concerning disabled veteran business enterprise outreach efforts and professional bond service m
participation in transactions related to the offer and sale of the Bonds. The Purchaser will also be c
required to submit reports on professional bond service participation by minority and women business z
enterprises as well as all other businesses. The reports on minority and women business enterprises will
be maintained solely for informational and data collection purposes.
Q
The State Treasurer's annual goal for disabled veteran business enterprises' participation on
competitive contracts for professional bond services is three percent. By submitting a bid, each bidder E
certifies that it is aware of the State Treasurer's regulations and participation goals for disabled veteran
business enterprises offering professional bond services. a
DELIVERY AND PAYMENT: The Bonds will be made available to the Purchaser for
inspection by electronic means, at least two business days prior to the Closing Date. Payment for the
22211662.8 H-10
Packet Pg. 931
Bonds must be made on the Closing Date no later than 8:00 a.m. California time in Sacramento,
California in the form of a wire transfer of immediately available funds to the order of the State
Treasurer. The Purchaser has the right, at its option,to cancel its obligation to purchase the Bonds if the
Authorities fail to deliver the Bonds as described above for a Closing Date within 60 days from the award
to the Purchaser; in that event the Purchaser exercising its option will be entitled to the return (without
payment of interest)of its Good Faith Deposit. o
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PRELIMINARY OFFICIAL STATEMENT/OFFICIAL STATEMENT: Based in part on Q
certificates of the State Treasurer, the State Controller, the Department of Finance, the Participating
Agencies and the other Authorities, and in reliance on a litigation certificate and letter provided by the E
Office of the Attorney General, each Authority deems the Preliminary Official Statement, for purposes of o
subsection(b)(1) of Securities and Exchange Commission Rule 15c2-12 (the "SEC Rule"), to be final as
for information ermitted b the SEC Rule to be omitted from the Preliminary Official
of its date, except o ry c
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Statement. The Preliminary Official Statement shall be subject to amendment or modification as deemed ca
necessary by the State Treasurer and the Authorities.
L
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Within seven business days after the award of the Bonds and no later than one business day prior Y
to the Closing Date of the Bonds, the Authorities will furnish to the Purchaser only an electronic copy of Q
the Official Statement, including any supplements to the Official Statement, in a portable document
format(PDF)configured to allow the Official Statement to be saved,viewed,printed and retransmitted by U
electronic means.
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Until the earlier of twenty-five (25)days from the"end of the underwriting period"(as defined in L
the SEC Rule) or the date when all of the Bonds have been sold by the Purchaser, if, in the reasonable
3
opinion of any Authority and its counsel any event shall occur as a result of which it is necessary to a.
amend or supplement the Official Statement so that it does not contain an untrue statement of a material S
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the 0
circumstances under which they are made, not misleading, the Authorities, may, and if requested by the 0
Purchaser will, forthwith prepare and furnish to the Purchaser any amendment of or supplement to the '0
Official Statement in form and substance satisfactory to the Authorities and their counsel), which will
m
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amend or supplement the Official Statement so that it will not contain an untrue statement of a material N
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
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circumstances under which they were made,not misleading.
v
The State Treasurer and the Authorities will presume that the "end of the underwriting period" N
will occur on the Closing Date and all of the Bonds have been sold by the Purchaser as of the Closing a',
Date unless notified otherwise in writing by the Purchaser on the Closing Date. After the earlier of
twenty-five (25) days from the "end of the underwriting period" or the date when all of the Bonds have o
been sold by the Purchaser, the Authorities will no longer be obligated to amend or supplement the a)
Official Statement. *�
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By making a bid for the Bonds,the Purchaser agrees to: '
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(i) promptly file a copy of the Official Statement, including any supplements to the `t
Official Statement, with the Municipal Securities Rulemaking Board's Electronic Municipal Market
Access(EMMA)website; E
(ii) provide to the State Treasurer and the Authorities, in writing, within 24 hours of Y
the award of the Bonds, pricing and other related information with respect to the Bonds necessary for `s
completion of the Official Statement;
22211662.8 H-11
Packet Pg. 932
7.B.f
(iii) disseminate to all members of the Purchaser's underwriting syndicate, if any,
copies of the Official Statement, including any supplements to the Official Statement;
(iv) promptly notify the State Treasurer and the Authorities as soon as all of the
Bonds have been sold if the Purchaser has notified the State Treasurer and the Authorities in writing on
the Closing Date that there are unsold amounts of the Bonds as of such date; and o
a
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(v) take any and all other actions necessary to comply with applicable Securities and a
Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering,sale and
delivery of the Bonds. E
ADDITIONAL CERTIFICATES AND LETTERS RELATED TO THE OFFICIAL o
STATEMENT: On the Closing Date,there will be delivered certificates executed by each Authority,the =
State Treasurer, the State Controller, the Department of Finance and the Participating Agencies, °
m
collectively, among other things, to the effect that, as of the Closing Date,the information and statements ,
contained in the Official Statement (excluding any information relating to The Depository Trust o
Company,New York,New York, or under the caption"LITIGATION" contained in the forepart of, and r
"LITIGATION" in APPENDIX A to, the Official Statement, and APPENDIX G), as supplemented by Q
any supplement delivered on or prior to the Closing Date, as of its date (or the date of any supplement)
did not, and as of the Closing Date 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 the light
of the circumstances under which they were made,not misleading. LL
N
L
If any portion of the Bonds is offered to the public by the Purchaser,the Authorities will cause to 3
be provided to the Purchaser letters, addressed to, among others, the Purchaser in its capacity as an a°
underwriter of such Bonds, and dated the Closing Date, from Norton Rose Fulbright US LLP, with c
respect to only the forepart of the Official Statement, and from each of Orrick, Herrington&
Sutcliffe LLP and Stradling Yocca Carlson& Rauth, a Professional Corporation, with respect to only o
APPENDIX A to the Official Statement, to the effect that, without undertakin g to determine -°
independently the accuracy,completeness or fairness of the statements contained in the Official Statement m
and/or APPENDIX A, as applicable, as a matter of fact and not opinion, no facts came to the attention of y
the attorneys in such firm rendering legal services with respect to the Official Statement and/or
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APPENDIX A, as applicable, which caused them to believe that, as of its date or the date of issuance of
0
the Bonds, the Official Statement and/or APPENDIX A, as applicable (except for, as applicable,
information under the captions "TAX MATTERS" and "LITIGATION" in the forepart of the Official N
Statement and"LITIGATION" in APPENDIX A, any CUSIP numbers, financial, statistical, engineering, m
economic or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections,
assumptions or expressions of opinion, maps or any information about book-entry, ratings, rating o
agencies, and the information contained in certain appendices concerning the State of California's 0
financial statements included therein, as to which no opinion or view will be expressed) contained or .
contains any untrue statement of a material fact or omitted or omits to state a material fact required to be z
stated therein or necessary to make the statements therein, in the light of the circumstances under which '
they were made,not misleading. Q
If any portion of the Bonds is offered to the public by the Purchaser, the Authorities will also
cause to be provided to the Purchaser a letter, addressed to, among others,the Purchaser in its capacity as E
an underwriter of such Bonds, and dated the Closing Date, from the Office of the Attorney General to the 0
effect that, without undertaking to determine independently the accuracy, completeness or fairness of the a
statements contained in the Official Statement,as a matter of fact and not opinion,no information came to
the attention of the attorneys in its office rendering legal services in connection with the issuance of the
Bonds, which caused such office to believe that the information under the captions "LITIGATION"
22211662.8 H-12
Packet Pg. 933
7.B.f
contained in the front portion of,and"LITIGATION" in APPENDIX A to,the Official Statement(except
for any financial or statistical data, forecasts, numbers, estimates, projections, assumptions and
expressions of opinion or belief of parties other than the Attorney General, included therein, as to which
the Attorney General's Office will express no opinion or view),as of its date or the date of issuance of the
Bonds,contained or contains any untrue statement of a material fact or omitted or omits to state a material M
fact required to be stated therein or necessary to make the statements therein, In the light of the o
circumstances under which they were made, not misleading. The Office of the Attorney General will a
express no opinion or view with respect to any other portion of the Official Statement. a
W
CONTINUING DISCLOSURE: In order to assist the Purchaser in complying with the SEC E
Rule, the State Treasurer, on behalf of the Authority and the Participating Agencies will undertake,
0
pursuant to separate Continuing Disclosure Agreements for each Series of Bonds (individually a G
"Continuing Disclosure Agreement" and collectively the "Continuing Disclosure Agreements"), to
provide certain annual financial information and notices of the occurrence of certain enumerated events. m
A summary of the form of Continuing Disclosure Agreement is set forth in APPENDIX D of the
Preliminary Official Statement and will also be set forth in the Official Statement. The State Treasurer o
and the Participating Agencies will deliver the Continuing Disclosure Agreement on the Closing Date.
For further information about the continuing disclosure undertaking with respect to the Bonds, see Q
"CONTINUING DISCLOSURE" in the Preliminary Official Statement. Digital Assurance c
Corporation,Inc. ("DAC") has been engaged to review and prepare a report on the State's and the U
Participating Agencies' compliance with its continuing disclosure undertakings during the past five years.
Prospective bidders may obtain access to DAC's report on its website by sending a written request by U.
email to Tiffany Connelly at the State Treasurer's Office (publicfinance @treasurer.ca.gov), referencing
"LASBA/SBJPFA 2016A" in the email subject line, by no later than 12:00 noon California time on c
November_, 2016. The State Treasurer will then request that DAC provide those bidders access to its a
® online report. The State Treasurer can give no assurance as to the timeliness with which DAC will c
provide access to the report online or that the procedures performed by DAC in developing the report are 0
sufficient for any purpose. c°
Dated: November 16,2016 m
Sacramento,California y
00
JOHN CHIANG
Treasurer of the State of California
N
JERRY EPSTEIN a>,
President,Los Angeles State Building Authority to
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R.CAREY DAVIS
Chairperson, San Bernardino Joint Powers Financing c
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22211662.8 H-13
Packet Pg. 934
EXHIBIT 1
L OS ANGELES STATE BUILDING S AN BERNARDI NO JO IN T
AUTHORITY POWERS FINANCING
LEASE REVENUE REFUNDING AUTHORITY
BONDS LEASE REVENUE REFUNDING >
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(JUNIPERO SERRA STATE BONDS
OFFICE (ROSA PARKS MEMORIAL °
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BUILDING)2016 SERIES A STATE OFFICE BUILDING)
2016 SERIES A m
E
OFFICE OF THE STATE TREASURER o
California Taxpayer and Shareholder Protection Act of 2003 m
(Expatriate Act) c
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California Public Contract Code section 10286.1 generally provides that a state agency may not enter into
any contract with an expatriate corporation or its subsidiaries unless the State Treasurer waives, in o
writing, the prohibition against contracting with such an entity upon a finding that the contract is
necessary to meet a compelling public interest. Q
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Pursuant to section 10286.1, the State Treasurer's Office will not contract or otherwise do business —
absent a compelling public interest — with publicly held U.S. expatriate corporations. This policy is
designed to ensure that companies with which the State Treasurer's Office does business meet threshold U.
standards of corporate accountability. i
3
Please check one of the following two paragraphs and sign below: °a
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1. ❑ We are not an expatriate corporation or subsidiary of an expatriate corporation within the _o
meaning Public Contract Code Section 10286 and 10286.1, and are eligible to contract with O
the State of California
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OR _
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2. ❑ We are an expatriate corporation but we have received written permission from the State
Treasurer. c
CERTIFICATION: N
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to
legally bind the prospective proposer to the clause listed above. This certification is made under the laws in
of the State of California. o
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Firm Name w
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DATE:
Signature
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22211662.8 H-14
Packet Pg. 935
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EXHIBIT 2
LOS ANGELES STATE BUILDING SAN BERNARDINO JOINT
AUTHORITY POWERS FINANCING
LEASE REVENUE REFUNDING AUTHORITY
BONDS LEASE REVENUE REFUNDING >
0
(JUNIPERO SERRA STATE BONDS a
OFFICE (ROSA PARKS MEMORIAL Q-
Q
BUILDING)2016 SERIES A STATE OFFICE BUILDING)
2016 SERIES A
DARFUR CONTRACTING ACT CERTIFICATE e
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Pursuant to Public Contract Code section 10478,if a proposer currently or within the previous three years c
has had business activities, or other operations outside of the United States, it must certify that it is not a a°p
"scrutinized"company as defined in Public Contract Code section 10476. ,
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Please check one of the following three paragraphs and sign below:
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1. ❑
We do not currently have, or we have not had within the previous three years, business
activities,or other operations outside of the United States.
OR E
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2. ❑ We are a scrutinized company as defined in Public Contract Code section 10476, but we
have received written permission from the Department of General Services (DGS) to c
submit a bid or proposal pursuant to Public Contract Code section 10477(b). A copy of a
the written permission from DGS is included with our bid or proposal. c
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OR n
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3 ❑ We currently have, or we have had within the previous three years, business activities, or m
other operations outside of the United States, but we certify below that we are not a
scrutinized company as defined in Public Contract Code section 10476. in
00
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to cy
legally bind the prospective proposer/bidder to the clause listed above in # 3. This certification is made
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under the laws of the State of California. eo
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By(Authorized Signature) m
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Printed Name and Title of Person Signing z
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Date Executed Executed in the County and State of Q
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22211662.8 H-15
Packet Pg. 936
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EXHIBIT 3
Y
IRAN CONTRACTING ACT
(Public Contract Code sections 2202-2208)
Prior to bidding on, submitting a proposal or executing a contract or renewal for a State of California c
contract for goods or services of $1,000,000 or more, a vendor must either: a) certify it is not on the a
current list of persons engaged in investment activities in Iran created by the California Department of a
General Services ("DGS") pursuant to Public Contract Code section 2203(b) and is not a financial Q
institution extending twenty million dollars($20,000,000)or more in credit to another person,for 45 days
or more, if that other person will use the credit to provide goods or services in the energy sector in Iran
and is identified on the current list of persons engaged in investment activities in Iran created by DGS; or o
b) demonstrate it has been exempted from the certification requirement for that solicitation or contract
pursuant to Public Contract Code section 2203(c)or(d). c
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To comply with this requirement, please insert your vendor or financial institution name and Federal ID ,
Number (if available) and complete one of the options below. Please note: California law establishes o
penalties for providing false certifications, including civil penalties equal to the greater of$250,000 or r
twice the amount of the contract for which the false certification was made; contract termination; and '
a
three-year ineligibility to bid on contracts. (Public Contract Code section 2205.)
OPTION#1—CERTIFICATION c
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I, the official named below, certify I am duly authorized to execute this certification on behalf of the
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vendor/financial institution identified below, and the vendor/financial institution identified below is not L
on the current list of persons engaged in investment activities in Iran created by DGS and is not a 3
financial institution extending twenty million dollars ($20,000,000) or more in credit to another o0
person/vendor, for 45 days or more, if that other person/vendor will use the credit to provide goods or c
services in the energy sector in Iran and is identified on the current list of persons engaged in investment
activities in Iran created by DGS. C
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Vendor Name/Financial Institution (Printed) Federal ID Number(or n/a) c
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By(Authorized Signature)
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Printed Name and Title of Person Signing
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Date Executed Executed in
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OPTION#2—EXEMPTION
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Pursuant to Public Contract Code sections 2203(c) and(d), a public entity may permit a vendor/financial Z
institution engaged in investment activities in Iran, on a case-by-case basis,to be eligible for,or to bid on,
submit a proposal for,or enters into or renews,a contract for goods and services.
If you have obtained an exemption from the certification requirement under the Iran Contracting Act, u
please fill out the information below,and attach documentation demonstrating the exemption approval.
Vendor Name/FinancialInstitution (Printed) Federal ID Number(or n/a)
Q
By(Authorized Signature)
® Printed Name and Title of Person Signing Date Executed
22211662.8 H-16
Packet Pg. 937
7.B.f
EXHIBIT 4
LOS ANGELES STATE BUILDING SAN BERNARDINO JOINT
AUTHORITY POWERS FINANCING
LEASE REVENUE REFUNDING AUTHORITY
BONDS LEASE REVENUE REFUNDING o
(JUNIPERO SERRA STATE BONDS a
OFFICE (ROSA PARKS MEMORIAL 0.
Q
BUILDING)2016 SERIES A STATE OFFICE BUILDING)
2016 SERIES A CD
CLOSING REOFFERING PRICE CERTIFICATE o
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[Entity] ("Winning Bidder") is making these certifications in connection with [certain maturities c
of] the above-captioned bonds described in Schedule A attached hereto (the "Obligations") and hereby o°p
certifies and represents the following,based upon the information available to it; provided, however, that
(i)Winning Bidder expresses no view regarding the legal sufficiency or the correctness of any legal o
interpretation made by Bond Counsel, (ii)nothing herein represents the interpretation by Winning Bidder
of any laws, including regulations under the Internal Revenue Code of 1986,as amended(the"Code"), or a
the application of any laws to the facts referenced herein, and (iii)Winning Bidder expresses no view
regarding the legal sufficiency of any representations made herein: U
1. On 2016 (the "Sale Date"), Winning Bidder won on a LL
competitive basis the right to reoffer the Obligations.
as
3
C E2. As of the Sale Date, Winning Bidder reasonably expected to sell each maturity of the a
Obligations to the general public (excluding bond houses, brokers, or similar persons acting in the
capacity of underwriters or wholesalers)in a bona fide public offering at the prices listed in Schedule A. o
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3. Based upon our assessment of the market for fixed rate debt instruments as of the date m
hereof,the issue prices of the Obligations are within a reasonable range of, and should reflect, fair market
prices for such obligations as of the Sale Date. y
4. As of the date of execution of the attached Tax Certificate, all of the Obligations have h
actually been offered to the general public at the prices listed in Schedule A.
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5. Other than the Obligations maturing on , the first prices at
which at least 10% of each maturity of the Obligations has been sold are the prices referred to in
Schedule A.
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The undersigned is certifying only as to facts in existence on the date hereof.
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22211662.8 H-17
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All terms not defined herein have the meaning ascribed in the attached Tax Certificate.
Dated:
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SCHEDULE A
PRICE OF THE OBLIGATIONS
OFFERED OR REASONABLY EXPECTED TO BE OFFERED
TO THE GENERAL PUBLIC IN A BONA FIDE PUBLIC OFFERING
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Maturity Date Principal Amount Interest Rate Price a
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