HomeMy WebLinkAboutItem 12a - Refunding of 2001A and 2010 Taxable Tax Allocation Bonds
DATE: May 19, 2020
TO: Honorable Mayor and Successor Agency Members
FROM: Jason Kruckeberg, Assistant City Manager/Development Services Director
Hue Quach, Administrative Services Director
SUBJECT: SUCCESSOR AGENCY RESOLUTION NO. SA-18 AUTHORIZING THE
ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS
AND APPROVING THE FORM OF AN INDENTURE OF TRUST, AN
ESCROW AGREEMENT (2001A BONDS), AND AN ESCROW
AGREEMENT (2010 BONDS), AND AUTHORIZING CERTAIN OTHER
ACTIONS IN CONNECTION THEREWITH
Recommendation: Adopt
SUMMARY
The Arcadia Redevelopment Agency (the “Original Agency”) issued $11.655 million of
Tax Allocation Bonds for the Central Redevelopment Project in 2001 (the “2001A
Bonds”), of which $2.1 million remains outstanding. The outstanding 2001 Bonds have
3 years remaining until final maturity (May 2023), and carry a 5.125% interest rate
coupon. Subsequently, the Arcadia Redevelopment Agency issued $19.8 million of
Taxable Subordinate Tax Allocation Bonds for the Central Redevelopment Project in
2010 (the “2010 Taxable Bonds”), of which $12.0 million remains outstanding, and
which will be further reduced to $10.9 million after the next principal payment on
September 1, 2020. The 2010 Bonds have 6 years remaining until final maturity
(September 2026), and carry coupons ranging from 5.875% to 6.625%. The 2001A
Bonds and 2010 Taxable Bonds, are called collectively the “Bonds.”
Due to the dissolution of redevelopment agencies, the Successor Agency to the City of
Arcadia (the “Successor Agency”) now has responsibility for payment of all outstanding
Bonds. Per AB 1484, the Successor Agency may refund the Bonds, with approval of the
Los Angeles County Consolidated Oversight Board for District #5 (“Oversight Board’),
and the State Department of Finance (“DOF”), for the purpose of generating a debt
service savings.
Due to the size and term of the issue, the refunding bonds are expected to be sold via
private placement (as opposed to a traditional public sale), in order to minimize the
Refunding of 2001A and 2010 Taxable Tax Allocation Bonds
May 19, 2020
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overall cost of borrowing. The private placement bank will be selected via a limited
solicitation process, once the bond sale has been approved by the Oversight Board
(i.e., during the 60-day DOF approval period).
Based on recent market interest rates, the refunding could generate up-front cash flow
debt service savings of approximately $4.77 million. The City’s share of these savings
is approximately $498,000 over the first three years. Due to the nature of
redevelopment tax increment financing, other public entities receiving property taxes in
the County will also benefit from the savings. The City anticipates applying the
additional property tax revenues to be received as a result of the proposed refunding
toward the City’s CalPERS Unfunded Accrued Liability (“UAL”), resulting in the
elimination of $1.0 million in total UAL payments to CalPERS.
It is recommended that the Successor Agency approve Resolution No. SA-18, the
issuance and sale of the refunding bonds, and approve Urban Futures, Inc. to serve as
the Municipal Advisor and Stradling Yocca Carlson & Rauth, to serve as bond counsel
on the transaction.
BACKGROUND
Along with City Staff, the Citizen’s Financial Advisory Committee (“CFAC”) spent
significant time developing a comprehensive management plan to address the City’s
$154 million (July 2019 Valuation Report) unfunded accrued liability (“UAL”) with
CalPERS. The City developed a long-term plan that included multiple solutions,
including a leveraged refunding of the Successor Agency’s Bonds.
A leveraged refunding structures a bond refinancing with “up front” savings in the initial
years. The City’s share of the cash flow savings produced by refunding the Bonds will
be transferred to CalPERS as a form of pre-payment of the City’s UAL (i.e., Additional
Discretionary Payment or ADP). The monies are applied to the longest outstanding
Amortization Base, which results in the greatest savings. The refunding bonds will be
structured with “up front” savings, resulting in $4.8 million in cash flow savings over the
first three years.
The City only receives a portion of the Redevelopment Property Tax Trust Fund
(“RPTTF”) monies produced as a result of the dissolution of the Original Agency. Due
to the nature of redevelopment tax increment financing, other public entities receiving
property taxes in the County will also benefit from the savings. The City’s share of
residual RPTTF moneys is equal to 10.44%. Based on recent market conditions, the
City’s share of the estimated cash flow savings produced by refunding the Bonds is
approximately $498,000 over the first three years.
Refunding of 2001A and 2010 Taxable Tax Allocation Bonds
May 19, 2020
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DISCUSSION
The concept of a Leveraged Refunding is to recycle the savings generated from a
traditional bond financing. As a taxing entity receiving property tax revenues from the
Original Agency’s Central Redevelopment Project Area, the City will receive a portion of
the savings produced by the proposed refunding of the Bonds. These savings serve as
an additional source of monies to apply toward the City’s UAL. The City could retain
such monies in a pension stabilization fund to help offset future cost increase in
CalPERS contribution. The effectiveness of this strategy would depend on the
investment rate.
In order to maximize the impact of these monies, it is recommended to use the money
received by the City from the RPTTF as a result of the Bond refunding to pre-pay a
portion of its UAL, which would effectively eliminate a 7.0% liability to CalPERS.
CalPERS requires that each agency identify the Amortization Base to which the ADP
should be applied. In order to maximize total savings, these monies should be applied
to the Amortization Base with the longest term.
In order to maximize the total UAL cost savings, the savings from the bonds should be
applied to the City’s CalPERS Pension Safety Plan, amortization schedule base #15.
The amortization schedule base is an annual adjustment to the annual losses or gains
that deviated from CalPERS’ projected investment returns. Amortization schedule base
#15 is a liability adjustment that has the longest remaining period, 28 years, and
therefore would provide the greatest savings. Applying $498,000 in savings produced
by the Bond refunding (over the next three years) would result in the elimination of more
than $1.0 million in total UAL payments.
In terms of timing and process, Successor Agencies wishing to refinance outstanding
debt are subject to procedures set forth in the Redevelopment Dissolution Act. The first
step in the process is approval by the Successor Agency of a resolution approving the
proposed financing, including approval of the Indenture and other legal documents,
approval of the issuance and sale of the refunding bonds, and appointment of the
financing team. The Successor Agency’s action approving the issuance of refunding
bonds is subject to approval by the Oversight Board and the DOF. The Department of
Finance has up to 65 days to review the proposed refunding transaction. The
anticipated schedule of these activities is set forth below.
1. Successor Agency Approval – May 19th
2. Oversight Board Approval (5th District) – June 11th
3. Department of Finance Approval – 65 days after Oversight Board Approval
Once the Successor Agency receives final approval from the DOF, the interest rate on
the refunding bonds will be set with the private placement bank so the loan can close. It
is recommended that the City proceed with this effort at this time. Although this action
does not result in the level of savings anticipated by other recommended actions from
the CFAC, the timing is favorable for it to move forward.
Refunding of 2001A and 2010 Taxable Tax Allocation Bonds
May 19, 2020
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ENVIRONMENTAL ANALYSIS
The proposed actions do not constitute a project under the California Environmental
Quality Act (“CEQA”) per Section 15061(b)(3) of the CEQA Guidelines, and it can be
seen with certainty that it will have no impact on the environment. Thus, this matter is
exempt from CEQA.
FISCAL IMPACT
The projected savings from the sale of refunding the Bonds is estimated to be $4.77
million in debt service savings over the next three years. The City’s share of these up-
front savings would be approximately $498,000. If the monies were applied to the
Safety Plan amortization schedule base #15, the City would realize more than $1.0
million in total pension cost savings.
The cost of issuance associated with this refinancing would be paid from the proceeds
of the sale; payment of these costs is contingent upon the sale of the refunding bonds.
Urban Futures Inc. will receive a fee of $32,500 to serve as the municipal advisor on the
transaction and $7,500 to produce the Fiscal Consultant Report. Stradling, Yocca
Carlson & Rauth will receive a fee of $55,000 to serve as bond counsel.
The total cost of borrowing is expected to be lower using a private placement than a
tradition public offering. It is anticipated that the cost of issuance to be approximately
$125,000 under a private placement, as compared to $150,000 for a public offering.
RECOMMENDATION
It is recommended that the City Council, as the Successor Agency to the Arcadia
Redevelopment Agency adopt Successor Agency Resolution No. SA-18, authorizing the
issuance and sale of Tax Allocation Refunding Bonds and approving the form of an
indenture of trust, an escrow agreement (2001A Bonds), and escrow agreement (2010
Bonds), and authorizing certain other actions in connection therewith.
Attachment No. 1: Successor Agency Resolution No. SA-18
Attachment No. 2: Indenture of Trust
Attachment No. 3: Escrow Agreement- 2001A Bonds
Attachment No. 4: Escrow Agreement – 2010 Bonds
Attachment No. 2
Indenture of Trust
INDENTURE OF TRUST
Dated as of _____ 1, 2020
by and between the
SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$_____
Successor Agency to the Arcadia Redevelopment Agency
Central Redevelopment Project
Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable)
TABLE OF CONTENTS
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ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01 Findings and Determinations ..................................................................................... 2
Section 1.02 Definitions ................................................................................................................. 2
Section 1.03 Rules of Construction .............................................................................................. 10
ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01 Authorization of 2020 Bonds ................................................................................... 10
Section 2.02 Terms of 2020 Bonds ............................................................................................... 11
Section 2.03 Redemption of 2020 Bonds ..................................................................................... 12
Section 2.04 Form of 2020 Bonds ................................................................................................ 13
Section 2.05 Execution of Bonds .................................................................................................. 13
Section 2.06 Transfer of Bonds .................................................................................................... 14
Section 2.07 Exchange of Bonds .................................................................................................. 14
Section 2.08 Registration of Bonds .............................................................................................. 15
Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen ........................................................... 15
Section 2.10 Book-Entry System .................................................................................................. 15
Section 2.11 [Applicability of Provisions to Additional Bonds ................................................... 17
ARTICLE III
DEPOSIT AND APPLICATION; ADDITIONAL DEBT
Section 3.01 Issuance of Bonds .................................................................................................... 17
Section 3.02 Application of Proceeds of Sale and Certain Other Amounts ................................. 17
Section 3.03 Costs of Issuance Fund ............................................................................................ 17
Section 3.04 [Issuance of Parity Debt ........................................................................................... 17
Section 3.05 Issuance of Subordinate Debt .................................................................................. 18
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01 Security of Bonds; Equal Security ........................................................................... 18
Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of
Pledged Tax Revenues ............................................................................................. 19
Section 4.03 Deposit of Amounts by Trustee ............................................................................... 19
ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01 Punctual Payment .................................................................................................... 20
Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances ............................ 20
Section 5.03 Extension of Payment .............................................................................................. 21
Section 5.04 Payment of Claims ................................................................................................... 21
Section 5.05 Books and Accounts; Financial Statements ............................................................. 21
Section 5.06 Protection of Security and Rights of Owners .......................................................... 21
Section 5.07 Payments of Taxes and Other Charges .................................................................... 21
Section 5.08 Taxation of Leased Property .................................................................................... 22
Section 5.09 Disposition of Property ............................................................................................ 22
TABLE OF CONTENTS
(continued)
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Section 5.10 Maintenance of Pledged Tax Revenues ................................................................... 22
Section 5.11 Compliance with the Dissolution Act ...................................................................... 22
Section 5.12 Further Assurances .................................................................................................. 23
Section 5.13 Costs and Expenses .................................................................................................. 23
ARTICLE VI
THE TRUSTEE
Section 6.01 Duties, Immunities and Liabilities of Trustee ......................................................... 23
Section 6.02 Merger or Consolidation .......................................................................................... 25
Section 6.03 Liability of Trustee .................................................................................................. 25
Section 6.04 Right to Rely on Documents and Opinions ............................................................. 27
Section 6.05 Preservation and Inspection of Documents ............................................................. 28
Section 6.06 Compensation and Indemnification ......................................................................... 28
Section 6.07 Deposit and Investment of Moneys in Funds .......................................................... 28
Section 6.08 Accounting Records and Financial Statements ....................................................... 29
Section 6.09 Other Transactions with Agency ............................................................................. 29
ARTICLE VII
MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 7.01 Amendment With and Without Consent of Owners ................................................ 30
Section 7.02 Effect of Supplemental Indenture ............................................................................ 30
Section 7.03 Endorsement or Replacement of Bonds After Amendment .................................... 31
Section 7.04 Amendment by Mutual Consent .............................................................................. 31
Section 7.05 Opinion of Counsel .................................................................................................. 31
Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s .......................................... 31
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default and Acceleration of Maturities ................................................... 31
Section 8.02 Application of Funds Upon Acceleration ................................................................ 33
Section 8.03 Power of Trustee to Control Proceedings ................................................................ 33
Section 8.04 Limitation on Owner’s Right to Sue ........................................................................ 33
Section 8.05 Non-Waiver ............................................................................................................. 34
Section 8.06 Actions by Trustee as Attorney-in-Fact ................................................................... 34
Section 8.07 Remedies Not Exclusive .......................................................................................... 35
Section 8.08 Determination of Percentage of Bondowners .......................................................... 35
ARTICLE IX
MISCELLANEOUS
Section 9.01 Special Obligations .................................................................................................. 35
Section 9.02 Benefits Limited to Parties ...................................................................................... 35
Section 9.03 Successor is Deemed Included in All References to Predecessor ........................... 35
Section 9.04 Discharge of Indenture ............................................................................................ 35
Section 9.05 Execution of Documents and Proof of Ownership by Owners ................................ 36
Section 9.06 Disqualified Bonds .................................................................................................. 37
TABLE OF CONTENTS
(continued)
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Section 9.07 Waiver of Personal Liability .................................................................................... 37
Section 9.08 Destruction of Cancelled Bonds .............................................................................. 37
Section 9.09 Notices ..................................................................................................................... 37
Section 9.10 Partial Invalidity ...................................................................................................... 38
Section 9.11 Unclaimed Moneys .................................................................................................. 38
Section 9.12 Execution in Counterparts ....................................................................................... 38
Section 9.13 Governing Law ........................................................................................................ 38
EXHIBIT A FORM OF SERIES 2020A BOND ....................................................................... A-1
EXHIBIT B FORM OF INVESTOR LETTER ......................................................................... B-1
INDENTURE OF TRUST
THE INDENTURE OF TRUST (this “Indenture”) is made and entered into and dated as of
_____ 1, 2020, by and between the SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY, a public entity that is duly existing under the laws of the State of
California (the “Successor Agency”), as successor to the Arcadia Redevelopment Agency (the
“Former Agency”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association duly organized and existing under the laws of the United States of
America, as trustee (the “Trustee”).
RECITALS
A. The Former Agency was a public body, corporate and politic, that was duly
established and authorized to transact business and exercise powers under and pursuant to the
provisions of Part 1 of Division 24 of the Health and Safety Code of the State (collectively, as
amended, the “Law”), including the power to issue bonds and incur debt for any of its corporate
purposes.
B. A Redevelopment Plan for a redevelopment project known and designated as the
“Central Redevelopment Project” was adopted and approved by Ordinance No. 1490 of the City of
Arcadia on December 26, 1973, as amended to date, and all requirements of law for and precedent to
the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with.
C. In order to finance and refinance redevelopment activities within or of benefit to the
Redevelopment Project, the Former Agency issued its: (i) Arcadia Redevelopment Agency Tax
Allocation Bonds (Central Redevelopment Project) Series 2001A (the “2001A Bonds”), in the
original aggregate principal amount of $11,655,000; and (ii) Arcadia Redevelopment Agency Central
Redevelopment Project Subordinate Tax Allocation Bonds Series 2010 (Taxable) (the “2010 Bonds”
and, together with the 2001A Bonds, the “Refunded Bonds”), in the original aggregate principal
amount of $19,830,000.
D. By implementation of California Assembly Bill X1 26, which amended provisions of
the Law, and the California Supreme Court’s decision in California Redevelopment Association v.
Matosantos, the redevelopment components of the Former Agency were dissolved on February 1,
2012 in accordance with California Assembly Bill X1 26, which was signed into law by the
Governor of the State on June 28, 2011 (as amended, the “Dissolution Act”), and on February 1,
2012, the Successor Agency, pursuant to the Dissolution Act, assumed the non-housing
redevelopment duties and obligations of the Former Agency as provided in the Dissolution Act,
including, without limitation, the obligations of the Former Agency under the Refunded Bonds and
the related documents to which the Former Agency was a party.
E. Subsection (a)(1) of Section 34177.5 of the Health and Safety Code of the State
(“Section 34177.5”) authorizes the Successor Agency to undertake proceedings for the refunding of
outstanding redevelopment-related bonds and other obligations of the Former Agency, subject to the
conditions precedent contained in Section 34177.5.
F. Section 34177.5 also authorizes the Successor Agency to issue bonds pursuant to
Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the
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Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within
the parameters set forth in Section 34177.5.
G. In order to provide moneys to refund the Refunded Bonds for the purpose of
providing debt service savings in accordance with Subsection (a)(1) of Section 34177.5, the
Successor Agency has determined to issue its Central Redevelopment Project Tax Allocation
Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”).
H. The 2020 Bonds will be issued pursuant to and in accordance with the provisions of
Subsection (a)(1) of Section 34177.5(a)(1), the Law and the Refunding Law.
I. In order to provide for the authentication and delivery of the 2020 Bonds, to establish
and declare the terms and conditions upon which the 2020 Bonds are to be issued and secured and to
secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the
Successor Agency and the Trustee have duly authorized the execution and delivery of the Indenture.
J. The Successor Agency has determined that all acts and proceedings which are
required by law and necessary to make the 2020 Bonds, when executed by the Successor Agency and
authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the
Successor Agency, and to constitute the Indenture a legal, valid and binding agreement for the uses
and purposes herein set forth in accordance with its terms, have been done or taken.
K. In order to secure the payment of the principal of and the interest and redemption
premium (if any) on all the Bonds (as defined below), including the 2020 Bonds, issued and
Outstanding under the Indenture, according to their tenor, and to secure the performance and
observance of all of the covenants and conditions therein and herein set forth, and to declare the
terms and conditions upon and subject to which the Bonds, including the 2020 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, including the 2020 Bonds, by the
Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged,
the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit
of the respective Owners from time to time of the Bonds, including the 2020 Bonds, as follows:
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01 Findings and Determinations. The Successor Agency has reviewed all
proceedings heretofore taken and, as a result of such review, hereby finds and determines that all
things, conditions and acts required by law to exist, happen or be performed precedent to and in
connection with the issuance of the 2020 Bonds do exist, have happened and have been performed in
due time, form and manner as required by law, and the Successor Agency is now duly empowered,
pursuant to each and every requirement of law, to issue the 2020 Bonds in the manner and form
provided in the Indenture.
Section 1.02 Definitions. Unless the context otherwise requires, the terms defined in this
Section 1.02 shall, for all purposes of the Indenture, of any Supplemental Indenture, and of any
certificate, opinion or other document herein mentioned, have the meanings herein specified.
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“Annual Debt Service” means, for any Bond Year, the principal and interest payable on the
Outstanding Bonds in such Bond Year.
“Bonds” means the 2020 Bonds and any Parity Debt issued pursuant to a Supplemental
Indenture.
“Bond Counsel” means: (a) Stradling Yocca Carlson & Rauth, a Professional Corporation;
or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of
nationally-recognized experience in the issuance of obligations the interest on which is excludable
from gross income for federal income tax purposes under the Code.
“Bond Register” means the registration books for the 2020 Bonds maintained by the Trustee
in accordance with Section 2.08.
“Bond Year” means each twelve (12) month period extending from September 2 in one
calendar year to September 1 of the succeeding calendar year, both dates inclusive; provided that the
first Bond Year with respect to the 2020 Bonds shall commence on the Closing Date and end on
September 1, 2021.
“Business Day” means any day, other than a Saturday or Sunday or a day on which
commercial banks in New York, New York, or any other city or cities where the Principal Corporate
Trust Office of the Trustee is located are required or authorized by law to close, or a day on which
the Federal Reserve System is closed.
“City” means the City of Arcadia.
“Closing Date” means the date on which a series of Bonds is delivered by the Successor
Agency to the original purchaser thereof. The Closing Date with respect to the 2020 Bonds is ___
__, 2020.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the
2020 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations
issued on the date of issuance of the 2020 Bonds, together with applicable proposed, temporary and
final regulations promulgated, and applicable official public guidance published, under the Code.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the
Bonds, including but not limited to printing expenses, bond insurance and surety bond premiums, if
any, rating agency fees, filing and recording fees, initial fees and charges and the first annual
administrative fee of the Trustee and fees and expenses of its counsel, fees, charges and
disbursements of attorneys, financial advisors, placement agent, accounting firms, consultants and
other professionals, fees and charges for preparation, execution and safekeeping of the Bonds,
administrative costs of the Successor Agency and the City incurred in connection with the issuance
of the Bonds, expenses of the underwriters of the Bonds and any other cost, charge or fee in
connection with the original issuance of the Bonds.
“Costs of Issuance Fund” means the fund by that name established and held by the Trustee
pursuant to Section 3.03.
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“County” means the County of Los Angeles.
“Debt Service Fund” means the fund by that name established and held by the Trustee
pursuant to Section 4.03.
“Defeasance Obligations” means any of the following which, at the time of investment, are
legal investments under the laws of the State for the moneys proposed to be invested therein and are
in compliance with the Successor Agency’s investment policies then in effect (provided that the
Trustee shall be entitled to rely upon any investment direction from the Successor Agency as
conclusive certification to the Trustee that investments described therein are legal and are in
compliance with the Successor Agency’s investment policies then in effect), but only to the extent
that the same are acquired at Fair Market Value:
(a) Cash;
(b) Federal Securities, including direct obligations of the Department of the
Treasury of the United States of America which have been stripped by the Department of the
Treasury of the United States of America itself, CATS, TIGRS and similar securities;
(c) The interest component of Resolution Funding Corporation strips which have
been stripped by request to the Federal Reserve Bank of New York in book-entry form;
(d) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P,
provided that, if the issue is rated only by S&P (i.e., there is no Moody’s rating), then the pre-
refunded municipal bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed
obligations, or “AAA”-rated pre-refunded municipals; and
(e) Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such obligations are backed by the
full faith and credit of the United States of America (stripped securities are only permitted if they
have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of
beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the
Farmers Home Administration; (iii) participation certificates of the General Services Administration;
(iv) Federal Financing Bank bonds and debentures; (v) guaranteed Title XI financings of the U.S.
Maritime Administration; and (vi) project notes, local authority bonds, new communities debentures
and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban
Development.
“Department of Finance” means the Department of Finance of the State of California.
“Dissolution Act” means California Assembly Bill X1 26 signed into law by the Governor of
the State of California on June 28, 2011, as it has heretofore been amended and as it may hereafter be
amended.
“DTC” means The Depository Trust Company, New York, New York, and its successors and
assigns.
“DTC Participants” means securities brokers and dealers, banks, trust companies, clearing
corporations and other organizations maintaining accounts with DTC.
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“Escrow Bank” means The Bank of New York Mellon Trust Company, N.A.
“Event of Default” means any of the events described in Section 8.01.
“Fair Market Value” means the price at which a willing buyer would purchase an
investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date
the contract to purchase or sell the investment becomes binding) if the investment is traded on an
established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the
term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as
referenced above) if: (a) the investment is a certificate of deposit that is acquired in accordance with
applicable regulations under the Code; (b) the investment is an agreement with specifically
negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for
example, a guaranteed investment contract, a forward supply contract or other investment agreement)
that is acquired in accordance with applicable regulations under the Code; (c) the investment is a
United States Treasury Security—State and Local Government Series that is acquired in accordance
with applicable regulations of the United States Bureau of Public Debt; or (d) any commingled
investment fund in which the Successor Agency and related parties do not own more than a ten
percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source
of the investment.
“Federal Securities” means any direct, noncallable general obligations of the United States
of America (including obligations issued or held in book-entry form on the books of the Department
of the Treasury of the United States of America and CATS and TGRS), or obligations the payment of
principal of and interest on which are directly or indirectly guaranteed by the United States of
America.
“Fiscal Year” means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve month period
selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year
period.
“Former Agency” means the Arcadia Redevelopment Agency.
“Indenture” means the Indenture of Trust, dated as of ____ 1, 2020, by and between the
Successor Agency and the Trustee, as originally entered into or as it may be amended or
supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof.
“Independent Accountant” means any accountant or firm of such accountants duly licensed
or registered or entitled to practice as such under the laws of the State, appointed by the Successor
Agency, and who, or each of whom: (a) is in fact independent and not under domination of the
Successor Agency or the City; (b) does not have any substantial interest, direct or indirect, with the
Successor Agency or the City; and (c) is not connected with the Successor Agency or the City as an
officer or employee of the Successor Agency or the City, but who may be regularly retained to make
reports to the Successor Agency or the City.
“Independent Redevelopment Consultant” means any consultant or firm of such
consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the
Successor Agency to have experience in matters relating to the collection of Pledged Tax Revenues
or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and
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not under domination of the Successor Agency or the City; (c) does not have any substantial interest,
direct or indirect, with the Successor Agency or the City; and (d) is not connected with the Successor
Agency or the City as an officer or employee of the Successor Agency or the City, but who may be
regularly retained to make reports to the Successor Agency or the City.
“Information Services” means, in accordance with then current guidelines of the Securities
and Exchange Commission, such services providing information with respect to the redemption of
bonds as the Successor Agency may designate in a Written Request of the Successor Agency filed
with the Trustee.
“Interest Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(a).
“Interest Payment Date” means each March 1 and September 1, commencing [March 1,
2021], for so long as any of the Bonds remain Outstanding hereunder.
“Law” means the Community Redevelopment Law of the State, constituting Part 1 of
Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and
supplemental thereto (including the Dissolution Act).
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Original Purchaser” means _____, a _____.
“Outstanding” when used as of any particular time with reference to Bonds, means (subject
to the provisions of Section 9.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or
surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the
meaning of Section 9.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have
been authorized, executed, issued and delivered by the Successor Agency pursuant hereto.
“Oversight Board” means the Consolidated Oversight Board for the County of Los Angeles,
Fifth District, established pursuant to the Section 34179 of the Dissolution Act.
“Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the
ownership of such Bond shall be registered on the Registration Books. The initial Bondowner is the
Original Purchaser.
“Parity Debt” means any additional bonds, loans, advances or indebtedness issued or
incurred by the Successor Agency on a parity with the 2020 Bonds pursuant to Section 3.04, whether
issued as Bonds under a Supplemental Indenture or issued under a Parity Debt Instrument.
“Parity Debt Instrument” means a resolution, indenture of trust, supplemental indenture of
trust, loan agreement, trust agreement or other instrument authorizing the issuance of any Parity
Debt, other than a Supplemental Indenture.
“Permitted Investments” means any of the following which, at the time of investment, are
legal investments under the laws of the State for the moneys proposed to be invested therein and are
in compliance with the Successor Agency’s investment policies then in effect (provided that the
Trustee shall be entitled to rely upon any investment direction from the Successor Agency as
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conclusive certification to the Trustee that investments described therein are legal and are in
compliance with the Successor Agency’s investment policies then in effect), but only to the extent
that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided that such obligations are backed by
the full faith and credit of the United States of America (stripped securities are only permitted if they
have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of
beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the
Farmers Home Administration; (iii) Federal Housing Administration debentures; (iv) participation
certificates of the General Services Administration; (v) Federal Financing Bank bonds and
debentures; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of
Ginnie Mae (formerly known as the Government National Mortgage Association); (vii) guaranteed
Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority
bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department
of Housing and Urban Development;
(c) Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped
securities only as stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan
Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan
Mortgage Corporation; (iii) mortgaged-backed securities and senior debt obligations of Fannie Mae;
(iv) senior debt obligations of Sallie Mae (formerly known as the Student Loan Marketing
Association); (v) obligations of the Resolution Funding Corporation; and (vi) consolidated system-
wide bonds and notes of the Farm Credit System;
(d) Money market funds registered under the Federal Investment Company Act
of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by
S&P of at least “AAAm-G,” “AAAm” or “AAm,” and a rating by Moody’s of “Aaa,” “Aa1” or
“Aa2” (such funds may include those for which the Trustee or an affiliate receives and retains a fee
for services provided to the fund, whether as a custodian, transfer agent, investment advisor or
otherwise);
(e) Certificates of deposit (including those of the Trustee, its parent and its
affiliates) secured at all times by collateral described in clauses (a) or (b) above or by collateral that
may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to
federal law, which have a maturity not greater than one year from the date of investment and which
are issued by commercial banks, savings and loan associations or mutual savings banks;
(f) Certificates of deposit, savings accounts, deposit accounts or money market
deposits (including those of the Trustee and its affiliates), but only to the extent that the amount
being invested in such certificates of deposit, savings accounts, deposit accounts or money market
deposits are fully insured by FDIC, including BIF and SAIF;
(g) Investment agreements, including guaranteed investment contracts, forward
purchase agreements, reserve fund put agreements and collateralized investment agreements with an
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entity rated “Aa” or better by Moodys’ and “AA” or better by S&P, or unconditionally guaranteed by
an entity rated “Aa” or better by Moodys’ and “AA” or better by S&P;
(h) Commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and
“A-1+” or better by S&P;
(i) Bonds or notes issued by any state or municipality which are rated by
Moody’s and S&P in one of the two highest rating categories assigned by such agencies;
(j) Federal funds or bankers acceptances with a maximum term of one year of
any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or
“A3” or better by Moody’s, and “A-1+” by S&P; and
(k) The Local Agency Investment Fund that is administered by the State
Treasurer for the investment of funds belonging to local agencies within the State, provided that for
investment of funds held by the Trustee, the Trustee is entitled to make investments and withdrawals
in its own name as Trustee.
“Pledged Tax Revenues” means all taxes: (a) that were eligible for allocation to the Former
Agency with respect to the Project Area and are allocated to the Successor Agency pursuant to
Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI
of the Constitution of the State, or pursuant to other applicable State laws; and (b) that are deposited
or available for deposit by the Auditor-Controller of the County in the Redevelopment Property Tax
Trust Fund, all as provided in Section 34172(d) of the Dissolution Act.
“Principal Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(b).
“Principal Corporate Trust Office” means the corporate trust office of the Trustee in Los
Angeles, California, or such other or additional offices as the Trustee may designate in writing to the
Successor Agency from time to time as the corporate trust office for purposes of the Indenture;
except that with respect to presentation of Bonds for payment or for registration of transfer and
exchange, such term means the office or agency of the Trustee at which, at any particular time, its
corporate trust agency business is conducted.
“Project Area” means the area within the Central Redevelopment Project.
“Recognized Obligation Payment Schedule” means a Recognized Obligation Payment
Schedule, each prepared and approved from time to time pursuant to subdivision (l) of Section 34177
of the Health and Safety Code of the State.
“Record Date” means, with respect to any Interest Payment Date, the close of business on
the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not
such fifteenth (15th) calendar day is a Business Day.
“Redevelopment Obligation Retirement Fund” means the fund by that name established
pursuant to Section 34170.5(a) of the Health and Safety Code of the State and administered by the
Successor Agency.
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“Redevelopment Plan” means the Redevelopment Plan for the Central Redevelopment
Project adopted and approved by Ordinance No. 1490 of the City on December 26, 1973, as such
Redevelopment Plan has previously been amended.
“Redevelopment Project” means the undertaking of the Successor Agency pursuant to the
Redevelopment Plan and the Law for the redevelopment of the Project Area.
“Redevelopment Property Tax Trust Fund” means the fund by that name established
pursuant to Sections 34170.5(b) and 34172(c) of the Health and Safety Code of the State and
administered by the Auditor-Controller of the County.
“Refunded Bonds” means, collectively, the 2001A Bonds and the 2010 Bonds.
“Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of
Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof
and supplemented thereto.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.08
for the registration and transfer of ownership of the Bonds.
“Report” means a document in writing signed by an Independent Redevelopment Consultant
and including: (a) a statement that the person or firm making or giving such Report has read the
pertinent provisions of the Indenture to which such Report relates; (b) a brief statement as to the
nature and scope of the examination or investigation upon which the Report is based; and (c) a
statement that, in the opinion of such person or firm, sufficient examination or investigation was
made as is necessary to enable said consultant to express an informed opinion with respect to the
subject matter referred to in the Report.
“Representation Letter” means a representation letter from the Successor Agency to, or
other instrument or agreement of the Successor Agency with, DTC in which the Successor Agency,
among other things, makes certain representations to DTC with respect to the Bonds, the payment
thereof and delivery of notices with respect thereto.
“ROPS Period” means each annual period beginning on July 1 of any calendar year and
ending on June 30 of the next calendar year, or such other period as provided in the Dissolution Act.
“RPTTF Distribution Date” means each January 2 and June 1, or such other dates as shall
be provided by law for distribution of moneys from the Redevelopment Property Tax Trust Fund to
the Successor Agency.
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business,
and its successors.
“Section 34177.5” means Section 34177.5 of the Health and Safety Code of the State.
“Securities Depositories” means The Depository Trust Company; or, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses and/or
such other securities depositories as the Successor Agency may designate in a Written Request of the
Successor Agency delivered to the Trustee.
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“Special Fund” means the fund held by the Successor Agency established within the
Redevelopment Obligation Retirement Fund pursuant to Section 4.02.
“State” means the State of California.
“Supplemental Indenture” means any supplement to the Indenture which has been duly
adopted or entered into by the Successor Agency, but only if and to the extent that such
Supplemental Indenture is specifically authorized hereunder.
“Term Bonds” means any portion of any Bonds payable from mandatory sinking fund
payments.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee hereunder,
or any successor thereto appointed as trustee hereunder in accordance with the provisions of
Article VI.
“2001A Bonds” means the Arcadia Redevelopment Agency Tax Allocation Bonds (Central
Redevelopment Project) Series 2001A.
“2001A Escrow Agreement” means the Escrow Agreement (2001A Bonds), dated as of the
date of the Indenture, by and between the Successor Agency and the Escrow Bank and relating to the
2001A Bonds.
“2010 Bonds” means the Arcadia Redevelopment Agency Central Redevelopment Project
Subordinate Tax Allocation Bonds Series 2010 (Taxable).
“2010 Escrow Agreement” means the Escrow Agreement (2010 Bonds), dated as of the date
of the Indenture, by and between the Successor Agency and the Escrow Bank and relating to the
2010 Bonds.
“2020 Bonds” means the Successor Agency to the Arcadia Redevelopment Agency Central
Redevelopment Project Tax Allocation Refunding Bonds, Series 2020A (Federally Taxable).
“Written Request of the Successor Agency” or “Written Certificate of the Successor
Agency” means a request or certificate, in writing signed by the Executive Director or Treasurer of
the Successor Agency, or the designee of either, or by any other officer of the Successor Agency or
the City duly authorized by the Successor Agency for that purpose.
Section 1.03 Rules of Construction. All references herein to “Articles,” “Sections” and
other subdivisions are to the corresponding Articles, Sections or subdivisions of the Indenture, and
the words “herein,” “hereof,” “hereunder” and other words of similar import refer to the Indenture as
a whole and not to any particular Article, Section or subdivision hereof.
ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01 Authorization of 2020 Bonds. An initial issue of Bonds is hereby authorized
to be issued by the Successor Agency under and subject to the terms of the Indenture, the Refunding
Law, the Dissolution Act and the Law. The Indenture constitutes a continuing agreement with the
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Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full
and final payment of principal and redemption premiums (if any) and the interest on all Bonds which
may from time to time be executed and delivered hereunder, subject to the covenants, agreements,
provisions and conditions of the Indenture. The initial issue of Bonds shall be designated the
“Successor Agency to the Arcadia Redevelopment Agency Central Redevelopment Project Tax
Allocation Refunding Bonds, Series 2020A (Federally Taxable).” The 2020 Bonds shall be issued in
the initial aggregate principal amount of $_____. The Bonds shall be initially registered in the name
of the Original Purchaser and registered ownership may not thereafter be transferred except as set
forth in Section 2.06.
Section 2.02 Terms of 2020 Bonds. The 2020 Bonds shall be issued in fully registered
form without coupons. The 2020 Bonds shall be issued in denominations of $5,000 or any integral
multiple thereof, so long as no 2020 Bond shall have more than one maturity date. The 2020 Bonds
shall be dated as of their Closing Date. The 2020 Bonds shall be lettered and numbered as the
Trustee shall prescribe.
The 2020 Bonds shall mature on September 1, 20__ and shall bear interest at an interest rate
equal to [__]% per annum (calculated on the basis of a 360-day year of twelve thirty-day months).
Each 2020 Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof, unless: (a) it is authenticated after a Record Date and on or before the
following Interest Payment Date, in which event it shall bear interest from such Interest Payment
Date; or (b) it is authenticated on or before [February 15, 2021], in which event it shall bear interest
from its Closing Date; provided, however, that if, as of the date of authentication of any 2020 Bond,
interest thereon is in default, such 2020 Bond shall bear interest from the Interest Payment Date to
which interest has previously been paid or made available for payment thereon.
Interest on the 2020 Bonds (including the final interest payment upon maturity or
redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment
Date to the Owner thereof at such Owner’s address as it appears on the Registration Books at the
close of business on the preceding Record Date; provided that at the written request of the Owner of
at least $1,000,000 aggregate principal amount of the 2020 Bonds, which written request is on file
with the Trustee as of any Record Date, interest on such 2020 Bonds shall be paid on the succeeding
Interest Payment Date by wire to such account in the United States as shall be specified in such
written request. The principal of the 2020 Bonds and premium, if any, upon redemption, are payable
in lawful money of the United States of America upon presentation and surrender thereof at the
Principal Corporate Trust Office of the Trustee.
Notwithstanding anything herein to the contrary, so long as the 2020 Bonds are owned by the
Original Purchaser: (i) the Trustee shall pay principal of and interest and redemption premium on the
Bonds when due by wire transfer in immediately available funds to the Original Purchaser in
accordance with wire transfer instructions set forth below (or such other wire instructions as shall be
filed by the Original Purchaser with the Trustee from time to time); (ii) payments of principal on the
Bonds shall be made without the requirement for presentation and surrender of the Bonds by the
Owner, and (iii) the Trustee shall not be required to give notice to the Original Purchaser of the
redemption of Bonds under Section 2.03(b):
[Bank Wire Instructions - TO COME]
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Reference: Successor Agency to the Arcadia Redevelopment Agency, 2020A Tax
Allocation Refunding Bonds
Notwithstanding anything herein to the contrary, if any Interest Payment Date is not a
Business Day, payments of principal and interest shall be due on the next succeeding Business Day
with the same force and affect as if such payments were made on the Interest Payment Date.
Section 2.03 Redemption of 2020 Bonds.
(a) [Optional Redemption. The 2020 Bonds are subject to optional redemption
prior to their respective maturity dates, as a whole or in part, on any date on or after September 1,
20__, from any source of available funds. Such optional redemption shall be at a redemption price
equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date
fixed for redemption, without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention to
redeem 2020 Bonds under this subsection (a) with a designation of the principal amount and
maturities to be redeemed at least forty five (45) days prior to the date fixed for such redemption (or
such later date as shall be acceptable to the Trustee in the sole determination of the Trustee), and
shall transfer to the Trustee for deposit in the Debt Service Fund all amounts required for such
redemption not later than the date fixed for such redemption.]
(b) Mandatory Sinking Fund Redemption. The 2020 Bonds shall also be subject
to mandatory redemption in whole, or in part by lot, on September 1 in each year, commencing
September 1, 20__, as set forth below, from sinking fund payments made by the Successor Agency to
the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal
amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and
on September 1 in the respective years as set forth in the following table; provided however, that if
some but not all of such the 2020 Bonds have been redeemed pursuant to subsection (a) above, the
total amount of all future sinking fund payments shall be reduced by the aggregate principal amount
of such 2020 Bonds so redeemed, to be allocated among such sinking fund payments in integral
multiples of $5,000 and applied to the last sinking fund payments first (as reflected in a notice to be
given by the Successor Agency to the Trustee, which shall include a revised sinking fund schedule).
2020 Bonds
September 1 Principal Amount
2021
2022
2023
2024
2025
2026†
† Final Maturity.
(c) [Notice of Redemption; Rescission. The Trustee on behalf, and at the
expense, of the Successor Agency shall send notice of any redemption to the respective Owners of
any Bonds designated for redemption pursuant to Section 2.03(a) at their respective addresses
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appearing on the Bond Register, and to the Original Purchasers of the Bonds if they continue to own
Bonds proposed to be redeemed, at least thirty (30) but not more than sixty (60) days prior to the date
fixed for redemption. Neither failure to receive any such notice so sent nor any defect therein shall
affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual
of interest thereon. Such notice shall state the redemption date and the redemption price, shall state,
in the case of a redemption pursuant to (a) above, that such redemption is conditioned upon the
timely delivery of the redemption price by the Successor Agency to the Trustee for deposit in the
Redemption Account, shall state the individual number of each Bond to be redeemed or shall state
that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be
redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust
Office of the Trustee for redemption at the redemption price, giving notice also that further interest
on such Bonds will not accrue from and after the redemption date.
The Successor Agency shall have the right to rescind any optional redemption by written
notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional
redemption shall be canceled and annulled if for any reason funds will not be or are not available on
the date fixed for redemption for the payment in full of the Bonds then called for redemption, and
such cancellation shall not constitute an Event of Default under this Indenture. The Successor
Agency and the Trustee shall have no liability to the Owners or any other party related to or arising
from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption
in the same manner and to the same recipients as the original notice of redemption was sent;
provided, however, the notice of rescission shall not be required to be mailed within the time period
required for the notice of redemption.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, identify, by issue and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.]
(d) [Partial Redemption of Bonds. In the event only a portion of the Bonds is
called for redemption, then upon surrender of such Bond the Successor Agency shall execute and the
Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor Agency,
a new Bond of the same interest rate, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the 2020 Bond to be redeemed, with the maturity of such new
Bond to be determined by the Trustee after applying moneys in the Redemption Fund to redeem
Bonds in reverse order of maturity, starting with the latest maturities first.]
(e) [Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the redemption price of and interest on the Bonds so called for
redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be
entitled to any benefit under this Indenture other than the right to receive payment of the redemption
price and accrued interest to the redemption date, and no interest shall accrue thereon from and after
the redemption date specified in such notice.]
(f) [Manner of Redemption. Bonds to be redeemed shall be the Bonds to which
were assigned numbers so selected in accordance with the Indenture, but only so much of the
principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as
shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased
pursuant to this Section 2.03 shall be cancelled and destroyed.]
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Section 2.04 Form of 2020 Bonds. The 2020 Bonds, the form of Trustee’s Certificate of
Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set
forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary
or appropriate variations, omissions and insertions, as permitted or required by the Indenture.
Section 2.05 Execution of Bonds. The Bonds shall be executed on behalf of the
Successor Agency by the signature of its Executive Director or its Chair or the written designee of
either and the signature of its Secretary who are in office on the date of execution and delivery of the
Indenture or at any time thereafter. Either or both of such signatures may be made manually or may
be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be
such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as
effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any
Bond may be signed and attested on behalf of the Successor Agency by such persons who at the
actual date of the execution of such Bond are the proper officers of the Successor Agency although
on the date of such Bond any such person shall not have been such officer of the Successor Agency.
Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore set forth, manually executed and dated by the Trustee, shall be valid or obligatory for
any purpose or entitled to the benefits of the Indenture, and such Certificate shall be conclusive
evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to
the benefits of the Indenture. In the event that temporary Bonds are issued pursuant to Section 2.09
hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by
the Trustee, may be initially registered by the Trustee, and, until so exchanged as provided under
Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to the
Indenture as definitive Bonds that are authenticated and delivered hereunder.
Section 2.06 Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Registration Books, by the person in whose name it is registered, in person or
by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its
Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of
transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond shall be surrendered
for transfer, the Successor Agency shall execute and the Trustee shall thereupon authenticate and
deliver to the transferee a new Bond or Bonds of like series, tenor, maturity and aggregate principal
amount of authorized denominations. The Trustee shall collect from the Owner any tax or other
governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing
Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer
shall be paid by the Successor Agency.
The Trustee may refuse to transfer, under the provisions of this Section 2.06, either: (a) any
Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection
of Bonds for redemption; or (b) any Bonds selected by the Trustee for redemption.
Ownership of the Bonds may be transferred in whole only, and only to a person or
persons: (i) that the Owner reasonably believes is a qualified institutional buyer within the
meaning of Rule 144A promulgated under the Securities Act of 1933, as amended; and (ii) that
executes and delivers to the Trustee an investor letter in substantially the form attached hereto
as Exhibit B.
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Section 2.07 Exchange of Bonds. Bonds may be exchanged at the Principal Corporate
Trust Office of the Trustee for Bonds of the same series, tenor and maturity and of other authorized
denominations. The Trustee shall collect any tax or other governmental charge on the exchange of
any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or
expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor
Agency.
The Trustee may refuse to exchange, under the provisions of this Section 2.07, either: (a) any
Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of
Bonds for redemption; or (b) any Bonds selected by the Trustee for redemption.
Section 2.08 Registration of Bonds. The Trustee will keep or cause to be kept, at its
Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of
the Bonds, which shall at all times during normal business hours be open to inspection and copying
by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for
such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or
transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore
provided. Notwithstanding the foregoing, ownership of the Bonds may be transferred in whole only,
and only to a person or persons: (i) that the Owner reasonably believes is a qualified institutional
buyer within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended;
and (ii) that executes and delivers to the Trustee an investor letter in substantially the form attached
hereto as Exhibit B.
Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the
Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so
mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond
shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the
Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the
Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon
authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the
Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption,
instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon
receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency
may require payment by the Owner of a sum not exceeding the actual cost of preparing each new
Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor
Agency and the Trustee 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 constitute an original additional contractual
obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost,
destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately
entitled to the benefits of the Indenture with all other Bonds issued pursuant to the Indenture.
Section 2.10 Book-Entry System.
(a) All Bonds shall be initially issued in the form of a separate single certificated
fully registered Bond for each maturity date of the Bonds. The Bonds shall be registered in the Bond
Register in the name of the Original Purchaser of the Bonds and shall not be delivered in book-entry
form. Upon the request of the Owners of all Outstanding Bonds, the Successor Agency may elect to
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convert the Bonds to book-entry Bonds and such Bonds shall become subject to the provisions of this
Section 2.10.
(b) With respect to Bonds registered in the Bond Register in the name of Cede &
Co., as nominee of DTC, the Successor Agency and the Trustee shall have no responsibility or
obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any DTC
Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice
with respect to the Bonds, including any notice of redemption; or (iii) the payment to any DTC
Participant or any other person, other than an Owner, as shown in the Bond Register, of any amount
with respect to principal of, premium, if any, or interest on the Bonds. The Successor Agency and
the Trustee may treat and consider the person in whose name each Bond is registered in the Bond
Register as the holder and absolute owner of such Bond for the purpose of payment of principal,
premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and
other matters with respect to such Bond, for the purpose of registering transfers with respect to such
Bond and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any,
and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond
Register, as provided in Section 2.08, or their respective attorneys duly authorized in writing, and all
such payments shall be valid and effective to fully satisfy and discharge the Successor Agency’s
obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the
extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register,
shall receive a certificated Bond evidencing the obligation of the Successor Agency to make
payments of principal, premium, if any, and interest pursuant to the Indenture. Upon delivery by
DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the
word “Cede & Co.” in the Indenture shall refer to such new nominee of DTC.
(c) The delivery of the Representation Letter shall not in any way limit the
provisions of clause (b) above or in any other way impose upon the Successor Agency or the Trustee
any obligation whatsoever with respect to persons having interests in the Bonds other than the
Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all
representations in the Representation Letter with respect to the Trustee to be complied with at all
times.
(d) (i) DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving written notice to the Successor Agency and the Trustee and
discharging its responsibilities with respect thereto under applicable law.
(ii) The Successor Agency, in its sole discretion and without the consent
of any other person, may terminate the services of DTC with respect to the Bonds if the Successor
Agency determines that: (A) DTC is unable to discharge its responsibilities with respect to the
Bonds; or (B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond
Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the
beneficial owners of such Bonds.
(iii) Upon the termination of the services of DTC with respect to the
Bonds pursuant to clause (d)(ii)(B) above, or upon the discontinuance or termination of the services
of DTC with respect to the Bonds pursuant to clauses (d)(i) or (d)(ii)(A) above, after which no
substitute securities depository willing to undertake the functions of DTC hereunder can be found
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which, in the opinion of the Successor Agency, is willing and able to undertake such functions upon
reasonable and customary terms, the Successor Agency is obligated to deliver Bond certificates as
described in the Indenture and the Bonds shall no longer be restricted to being registered in the Bond
Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or
names DTC shall designate to the Trustee in writing, in accordance with the provisions of the
Indenture.
(e) Notwithstanding any other provisions of the Indenture to the contrary, as long
as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond
shall be made and given, respectively, in the manner provided in the Representation Letter.
Section 2.11 [Applicability of Provisions to Additional Bonds. Unless otherwise
provided in a Supplemental Indenture, the provisions of Sections 2.03(c) through (f) and 2.05
through 2.10 shall apply to all Bonds.]
ARTICLE III
DEPOSIT AND APPLICATION; ADDITIONAL DEBT
Section 3.01 Issuance of Bonds. Upon the execution and delivery of the Indenture, the
Successor Agency shall execute and deliver to the Trustee the 2020 Bonds in the aggregate principal
amount of $_____, and the Trustee shall authenticate and deliver the 2020 Bonds upon the Written
Request of the Successor Agency.
Section 3.02 Application of Proceeds of Sale and Certain Other Amounts. On the
Closing Date with respect to the 2020 Bonds, the proceeds of sale of the 2020 Bonds received by the
Trustee shall be applied as follows:
(i) The Trustee shall deposit the amount of $_____ in the Costs of
Issuance Fund.
(ii) The Trustee shall transfer $____ to the Escrow Bank for deposit
pursuant to the 2001A Escrow Agreement.
(iii) The Trustee shall transfer $____, being the remaining amount of
proceeds of the 2020 Bonds, to the Escrow Bank for deposit pursuant to the 2010 Escrow
Agreement.
Section 3.03 Costs of Issuance Fund. There is hereby established a separate fund to be
known as the “Costs of Issuance Fund,” which shall be held by the Trustee in trust. The moneys in
the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the
Costs of Issuance with respect to the 2020 Bonds upon submission of a Written Request of the
Successor Agency stating the person to whom payment is to be made, the amount to be paid, the
purpose for which the obligation was incurred and that such payment is a proper charge against said
fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee
of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
On the date which is six (6) months following the Closing Date with respect to the 2020 Bonds, or
upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the
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Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest
Account within the Debt Service Fund, and the Costs of Issuance Fund shall be closed.
Section 3.04 [Issuance of Parity Debt. The Successor Agency may not issue Parity Debt
except to refund any outstanding 2020 Bonds or other Parity Debt, in whole or in part, in such
principal amount as shall be determined by the Successor Agency. The Successor Agency may issue
and deliver any such Parity Debt subject to the following specific conditions, all of which are hereby
made conditions precedent to the issuance and delivery of such Parity Debt:
(a) No Event of Default hereunder or an event of default under any Parity Debt
Instrument shall have occurred and be continuing unless cured by the issuance of such Parity Debt;
(b) The Parity Debt shall be issued in compliance with Section 34177.5; and
(c) The Successor Agency shall deliver to the Trustee a Written Certificate of the
Successor Agency certifying that the conditions precedent to the issuance of such Parity Debt set
forth above have been satisfied.]
Section 3.05 Issuance of Subordinate Debt. Notwithstanding the foregoing, to the extent
permitted by the Law, no provision herein shall prevent the Successor Agency from issuing
additional bonds or incurring other loans, advances or indebtedness payable from Pledged Tax
Revenues on a subordinate basis to the 2020 Bonds and the Bonds or payable from sources other than
Pledged Tax Revenues.
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01 Security of Bonds; Equal Security. Subject to the provisions of Sections
4.02 and 6.06 allowing for the application of Pledged Tax Revenues, all Pledged Tax Revenues and
the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and all amounts
in the Redevelopment Property Tax Trust Fund, including without limitation any override tax
revenues attributable to tax rate overrides levied by taxing agencies within the Project Area that were
pledged to the Refunded Bonds, are irrevocably pledged under the Indenture to secure the payment
of the principal of and interest or redemption premium (if any) on the 2020 Bonds and all Parity Debt
without preference or priority for series, issue, number, dated date, sale date, date of execution or
date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the
Pledged Tax Revenues and the Redevelopment Obligation Retirement Fund, including the Special
Fund therein, and all amounts in the Redevelopment Property Tax Trust Fund, including without
limitation any override tax revenues attributable to tax rate overrides levied by taxing agencies within
the Project Area that were pledged to the Refunded Bonds, and will attach, be perfected and be valid
and binding against all parties having claims of any kind in tort, contract or otherwise against the
Successor Agency, irrespective of whether such parties have notice of the Indenture; provided
however, that the parties hereto acknowledge that the Auditor-Controller of the County is authorized
by Section 34183(a) of the Dissolution Act to use Pledged Tax Revenues to pay the County’s
administrative costs allowed under Section 34182 of the Dissolution Act and Section 95.3 of the
Revenue and Taxation Code, and is required by Section 34183(a)(1) of the Dissolution Act to pay
Pledged Tax Revenues to taxing entities pursuant to Sections 33607.5 and 33607.7 of the Law
(unless such payments are subordinated to payments on the 2020 Bonds and Parity Debt pursuant to
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Section 33607.5(e) of the Law and subsection (c) of Section 34177.5. Except for the Pledged Tax
Revenues and amounts, funds and accounts that are described above, no other moneys, funds,
accounts or properties of the Successor Agency are pledged to, or otherwise liable for, the payment
of principal of or interest or redemption premium (if any) on the 2020 Bonds or Parity Debt except as
provided in the following paragraph with respect to the 2020 Bonds and other Bonds.
The Debt Service Fund and any fund or account created under the Indenture, including
amounts on deposit therein (including proceeds of the 2020 Bonds), are irrevocably pledged under
the Indenture to secure the payment of the principal of and interest or redemption premium (if any)
on the 2020 Bonds and other Bonds without preference or priority for series issue, number, dated
date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and
exclusive lien on and security interest in the Debt Service Fund and any other fund or account created
under the Indenture, including amounts on deposit therein (including proceeds of the 2020 Bonds),
and will attach, be perfected and be valid and binding against all parties having claims of any kind in
tort, contract or otherwise against the Successor Agency, irrespective of whether such parties have
notice of the Indenture.
In consideration of the acceptance of the 2020 Bonds and other Bonds by those who shall
hold the same from time to time, the Indenture shall be deemed to be and shall constitute a contract
between the Successor Agency and the Owners from time to time of the Bonds, and the covenants
and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the
equal and proportionate benefit, security and protection of all Owners of the 2020 Bonds and other
Bonds without preference, priority or distinction as to security or otherwise of any of the 2020 Bonds
and other Bonds over any of the others by reason of the number or date thereof or the time of sale,
execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided
therein or herein.
Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of
Pledged Tax Revenues. There is hereby established a special fund to be known as the “Special
Fund,” which is to be held by the Successor Agency within the Redevelopment Obligation
Retirement Fund. The Special Fund shall be held by the Successor Agency separate and apart from
other funds of the Successor Agency.
The Successor Agency shall deposit all of the Pledged Tax Revenues received with respect to
any ROPS Period into the Special Fund promptly upon receipt thereof by the Successor Agency in
accordance with Section 5.11 hereof. Except as may be provided to the contrary in this Indenture or
in any Supplemental Indenture or Parity Debt Instrument, upon receipt by the Successor Agency of
money from the Redevelopment Property Tax Trust Fund requested in accordance with Section 5.11
on each RPTTF Distribution Date and deposit of such amounts into the Special Fund, all Pledged
Tax Revenues received by the Successor Agency in excess of such amounts shall be released from
the pledge and lien hereunder and shall be applied in accordance with the Law and the Dissolution
Act, including but not limited to the payment of debt service on any subordinate debt. Prior to the
payment in full of the principal of and interest and redemption premium (if any) on the Bonds and
the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or
other Parity Debt Instrument, the Successor Agency shall not have any beneficial right or interest in
the moneys on deposit in the Special Fund, except as may be provided in this Indenture and in any
Supplemental Indenture or other Parity Debt Instrument.
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Section 4.03 Deposit of Amounts by Trustee. There is hereby established a trust fund to
be known as the “Debt Service Fund,” which shall be held by the Trustee hereunder in trust. Moneys
in the Special Fund shall be transferred by the Successor Agency to the Trustee in the following
amounts, at the following times, and deposited by the Trustee in the following respective special
accounts, which are hereby established in the Debt Service Fund, and in the following order of
priority (provided that, if on the fifth (5th) Business Day prior to the date that the Successor Agency
is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on
deposit therein sufficient to make the following deposits, taking into account amounts required to be
transferred with respect to Bonds other than the 2020 Bonds, the Successor Agency shall
immediately notify the Trustee of the amount of any such insufficiency):
(a) Interest Account. On or before the fifth (5th) Business Day preceding each
Interest Payment Date, commencing on [March 1, 2021], the Successor Agency shall withdraw from
the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which,
when added to the amount contained in the Interest Account on that date, will be equal to the
aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such
Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the
amount contained therein is at least equal to the interest to become due on the next succeeding
Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall
be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it
shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity
pursuant to the Indenture).
(b) Principal Account. On or before the fifth (5th) Business Day preceding
September 1 in each year, commencing on [September 1, 2021], the Successor Agency shall
withdraw from the Special Fund and transfer to the Trustee for deposit in the Principal Account an
amount which, when added to the amount then contained in the Principal Account on that date, will
be equal to the principal becoming due and payable on the Outstanding Bonds, including pursuant to
optional or mandatory sinking fund redemption, on the next September 1. No such transfer and
deposit need be made to the Principal Account if the amount contained therein is at least equal to the
principal to become due on the next September 1 upon all of the Outstanding Bonds. All moneys in
the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying
the principal of the Bonds, including by optional or mandatory sinking fund redemption, as the same
shall become due and payable.
ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01 Punctual Payment. The Successor Agency shall punctually pay or cause to
be paid the principal and interest to become due in respect of all the Bonds together with the
premium thereon, if any, in strict conformity with the terms of the Bonds and of the Indenture. The
Successor Agency shall faithfully observe and perform all of the conditions, covenants and
requirements of the Indenture, all Supplemental Indentures and Parity Debt Instruments and the
Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its
own moneys howsoever derived to any of the uses or purposes referred to herein.
Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances. The
Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor
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Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise
incur any indebtedness, which is in any case payable from all or any part of the Pledged Tax
Revenues: (a) on a basis senior to the Bonds; or (b) on a parity with the Bonds except for Parity Debt
issued to refund any of the Bonds or other Parity Debt, and then only if the requirements of
Section 3.04 are met. The Successor Agency will not otherwise encumber, pledge or place any
charge or lien upon any of the Pledged Tax Revenues or other amounts pledged to the Bonds superior
or equal to the pledge and lien herein created for the benefit of the Bonds.
Section 5.03 Extension of Payment. The Successor Agency will not, directly or
indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for
interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such
arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case
the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with
the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not
be entitled, in case of default hereunder, to the benefits of the Indenture, except subject to the prior
payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest
which shall not have been so extended or funded.
Section 5.04 Payment of Claims. The Successor Agency shall promptly pay and
discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or
supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor
Agency or upon the Pledged Tax Revenues or other amounts pledged to the payment of the Bonds, or
any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of
the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment
so long as the Successor Agency in good faith shall contest the validity of said claims.
Section 5.05 Books and Accounts; Financial Statements. The Successor Agency shall
keep, or cause to be kept, proper books of record and accounts, separate from all other records and
accounts of the Successor Agency and the City, in which complete and correct entries shall be made
of all transactions relating to the Redevelopment Project, the Pledged Tax Revenues and the Special
Fund. Such books of record and accounts shall at all times during business hours be subject to the
inspection of the Owners of not less than ten percent (10%) in aggregate principal amount of the
Bonds then Outstanding, or their representatives authorized in writing.
The Successor Agency will cause to be prepared, within two hundred and seventy (270) days
after the close of each Fiscal Year so long as the Bonds are Outstanding, complete audited financial
statements with respect to such Fiscal Year showing the Pledged Tax Revenues, all disbursements of
Pledged Tax Revenues and the financial condition of the Redevelopment Project, including the
balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal
Year. The Successor Agency shall promptly furnish a copy of such financial statements to the
Trustee, and the Original Purchaser, at no expense. The Trustee shall have no obligation to review
any financial statements provided to it by the Successor Agency.
The Successor Agency agrees, consents and will cooperate in good faith to provide
information reasonably requested by the Original Purchaser and will further provide appropriately
designated individuals and officers to discuss the affairs, finances and accounts of the Successor
Agency at the request of the Original Purchaser.
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Section 5.06 Protection of Security and Rights of Owners. The Successor Agency will
preserve and protect the security of the Bonds and the rights of the Owners. From and after the
Closing Date with respect to Bonds, the Bonds shall be incontestable by the Successor Agency.
Section 5.07 Payments of Taxes and Other Charges. Except as otherwise provided
herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes,
service charges, assessments and other governmental charges which may hereafter be lawfully
imposed upon the Successor Agency or the properties then owned by the Successor Agency in the
Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein
contained shall require the Successor Agency to make any such payment so long as the Successor
Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor
Agency will duly observe and conform with all valid requirements of any governmental authority
relative to the Project Area or any part thereof.
Section 5.08 Taxation of Leased Property. All amounts derived by the Successor
Agency pursuant to Section 33673 of the Law from the lease of property for redevelopment shall be
treated as Pledged Tax Revenues for all purposes of the Indenture.
Section 5.09 Disposition of Property. The Successor Agency will not participate in the
disposition of any land or real property in a Project Area to anyone which will result in such property
becoming exempt from taxation because of public ownership or use or otherwise (except property
dedicated for public right-of-way and except property planned for public ownership or use by the
Redevelopment Plan in effect on the date of issuance of the 2020 Bonds) so that such disposition
shall, when taken together with other such dispositions, aggregate more than ten percent (10%) of the
land area in the applicable Project Area unless such disposition is permitted as hereinafter provided
in this Section 5.09. If the Successor Agency proposes to participate in such a disposition, it shall
thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed
disposition. If the Report of the Independent Redevelopment Consultant concludes that the security
of the Bonds, or the rights of the Successor Agency, the Bondowners and the Trustee hereunder will
not be materially impaired by said proposed disposition, the Successor Agency may thereafter make
such disposition. If said Report concludes that such security will be materially impaired by said
proposed disposition, the Successor Agency shall disapprove said proposed disposition. This
Section 5.09 shall not apply to the disposition of properties pursuant to the Successor Agency’s Long
Range Property Management Plan prepared pursuant to Health and Safety Code Section 34191.4.
Section 5.10 Maintenance of Pledged Tax Revenues. The Successor Agency shall
comply with all requirements of the Law and the Dissolution Act to ensure the allocation and
payment to it of the Pledged Tax Revenues as provided in the Dissolution Act.
Section 5.11 Compliance with the Dissolution Act. The Successor Agency shall comply
with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of
the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all
public hearings required under the Dissolution Act to assure compliance by the Successor Agency
with its covenants hereunder.
Further, the Successor Agency covenants to take all actions required under the Dissolution
Act to include all scheduled debt service on the Bonds in Recognized Obligation Payment Schedules
for each ROPS Period so as to enable the Auditor-Controller of the County to distribute from the
Redevelopment Property Tax Trust Fund to the Successor Agency’s Redevelopment Obligation
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Retirement Fund on each January 2 and June 1 amounts required for the Successor Agency to pay
principal of, and interest on, the Bonds coming due in the respective ROPS Period, as well as the
other amounts set forth above.
In the event that the provisions set forth in the Dissolution Act as of the Closing Date of the
2020 Bonds which relate to the filing of Recognized Obligation Payment Schedules are amended or
modified in any manner, the Successor Agency agrees to take all such actions as are necessary to
comply with such amended or modified provisions so as to ensure the timely payment of debt service
on the 2020 Bonds and other Parity Debt and, if the timing of distributions of the Redevelopment
Property Tax Trust Fund is changed, the receipt of: (a) not less than one half of the debt service due
during each calendar year on all Outstanding Bonds prior to March 1 of such calendar year; and
(b) the remainder of debt service due during such calendar year on all Outstanding Bonds prior to
September 1 of such calendar year.
The Trustee may (and, at the request of any Owner, shall) or the Owner may, take such
actions as may be necessary and appropriate, including seeking a writ of mandamus or other specific
performance by court order, to cause the Successor Agency to comply with its obligations under this
Section 5.11.
Section 5.12 Further Assurances. The Successor Agency will adopt, make, execute and
deliver any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of the Indenture, and for
the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in
the Indenture.
Section 5.13 Costs and Expenses. Subject to the following sentence, the Successor
Agency agrees to pay the reasonable out-of-pocket expenses and disbursements of the Owners and
the necessary and reasonable fees, expenses and disbursements of counsel to the Owners in
connection with: (a) obtaining any waiver or consent under the Indenture (whether or not the
transactions contemplated thereby shall be consummated) or any Event of Default hereunder; (b) the
preparation, execution, delivery, administration, defense and enforcement or preservation of rights in
connection with a workout, restructuring or waiver with respect to the Bonds; and (c) the occurrence
of an Event of Default and collection and other enforcement proceedings resulting therefrom.
ARTICLE VI
THE TRUSTEE
Section 6.01 Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the
curing or waiver of all Events of Default which may have occurred, perform such duties and only
such duties as are specifically set forth in the Indenture and no implied covenants, duties or
obligations shall be read into the Indenture against the Trustee. The Trustee shall, during the
existence of any Event of Default (which has not been cured or waived), exercise such of the rights
and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
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(b) The Successor Agency may remove the Trustee at any time, upon thirty days’
prior written notice, unless an Event of Default shall have occurred and then be continuing, and shall
remove the Trustee: (i) if at any time requested to do so by an instrument or concurrent instruments
in writing signed by the Owners of not less than a majority in aggregate principal amount of the
Bonds then Outstanding (or their attorneys duly authorized in writing); or (ii) if at any time the
Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with
subsection (f) below, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall
take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. In each case such removal shall be accomplished by the giving of
written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor
Agency shall appoint a successor Trustee by an instrument in writing.
(c) The Trustee may at any time resign by giving written notice of such
resignation to the Successor Agency and by giving the Owners notice of such resignation by first
class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon
receiving such notice of resignation, the Successor Agency shall promptly appoint a successor
Trustee by an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor
Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no
successor Trustee shall have been appointed and have accepted appointment within forty-five (45)
days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any
Owner (on behalf of such Owner and all other Owners) may petition any court of competent
jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and
such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor
Trustee. Any successor Trustee appointed under the Indenture shall signify its acceptance of such
appointment by executing, acknowledging and delivering to the Successor Agency and to its
predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any
further act, deed or conveyance, shall become vested with all of the moneys, estates, properties,
rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if
originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or
at the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all
instruments of conveyance or further assurance and do such other things as may reasonably be
required for more fully and certainly vesting in and confirming to such successor Trustee all the
right, title and interest of such predecessor Trustee in and to any property held by it under the
Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other
property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee,
the Successor Agency shall execute and deliver any and all instruments as may be reasonably
required for more fully and certainly vesting in and confirming to such successor Trustee all such
moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of
appointment by a successor Trustee as provided in this subsection, the Successor Agency shall cause
either the predecessor Trustee or the successor Trustee to mail a notice of the succession of such
Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds
and to the Owners at their respective addresses shown on the Registration Books.
(e) If an Event of Default occurs with respect to any Bonds of which the Trustee
has been given or is deemed to have notice, as provided in Section 6.03(d), then the Trustee shall
immediately give written notice thereof, by first-class mail to the Owner of each such Bond, unless
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such Event of Default shall have been cured before the giving of such notice; provided, however, that
unless such Event of Default consists of the failure by the Successor Agency to make any payment
when due, the Trustee may elect not to give such notice if and so long as the Trustee in good faith
determines that it is in the best interests of the Bondowners not to give such notice.
(f) The Successor Agency agrees that, so long as any Bonds are Outstanding, the
Trustee shall be: (i) a financial institution having a trust office in the State, having (or in the case of a
corporation, national banking association or trust company included in a bank holding company
system, the related bank holding company shall have) a combined capital and surplus of at least
$250,000,000, and subject to supervision or examination by federal or state authority; or (ii) a state-
chartered commercial bank that is a member of the Federal Reserve System having at least
$1,000,000,000 of assets. If such financial institution publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purpose of this subsection the combined capital and surplus of such financial
institution shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with
the effect specified in this Section.
Section 6.02 Merger or Consolidation. Any bank, national banking association or trust
company into which the Trustee may be merged or converted or with which it may be consolidated,
any bank, national banking association or trust company resulting from any merger, conversion or
consolidation to which it shall be a party or any bank, national banking association or trust company
to which the Trustee may sell or transfer all or substantially all of its corporate trust business,
provided that such bank, national banking association or trust company shall be eligible under
Section 6.01(f), shall be the successor to such Trustee without the execution or filing of any paper or
any further act, anything herein to the contrary notwithstanding.
Section 6.03 Liability of Trustee.
(a) The recitals of facts contained herein and in the Bonds shall be taken as
statements of the Successor Agency, and the Trustee shall not assume responsibility for the
correctness of the same, nor make any representations as to the validity or sufficiency of the
Indenture or of the security for the Bonds or the tax status of interest thereon, nor shall the Trustee
incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall,
however, be responsible for its representations contained in its certificate of authentication on the
Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder,
except for its own negligence or misconduct. The Trustee shall not be liable for the acts of any
agents of the Trustee selected by it with due care. The Trustee and its officers and employees may
become the Owner of any Bonds with the same rights it would have if it were not Trustee and, to the
extent permitted by law, may act as depository for and permit any of its officers or directors to act as
a member of, or in any other capacity with respect to, any committee formed to protect the rights of
the Owners, whether or not such committee shall represent the Owners of a majority in principal
amount of the Bonds then Outstanding.
(b) The Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding relating to the time, method and place of
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conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under the Indenture.
(c) The Trustee shall not be liable for any action taken by it and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by the Indenture, except
for actions arising from the negligence or misconduct of the Trustee. Where the Trustee is given the
permissive right to do things enumerated in the Indenture, such right shall not be construed as a
mandatory duty.
(d) The Trustee shall not be deemed to have knowledge of any Event of Default
hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have
received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In
the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event
of Default has occurred and is continuing under the Indenture. Except as otherwise expressly
provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or
observance by any other party of any of the terms, conditions, covenants or agreements herein or of
any of the documents executed in connection with the Bonds, or as to the existence of an Event of
Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any
collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may
rely conclusively on the Successor Agency’s certificates to establish the Successor Agency’s
compliance with its financial covenants hereunder, including, without limitation, its covenants
regarding the deposit of Pledged Tax Revenues into the Special Fund and the investment and
application of moneys on deposit in the Special Fund (other than its covenants to transfer such
moneys to the Trustee when due hereunder).
(e) The Trustee shall have no liability or obligation to the Bondowners with
respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the
observance or performance by the Successor Agency of the other conditions, covenants and terms
contained in the Indenture, or with respect to the investment of any moneys in any fund or account
established, held or maintained by the Successor Agency pursuant to the Indenture or otherwise.
(f) No provision of the Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all
amounts advanced by it at the maximum rate permitted by law.
(g) The Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents, attorneys or receivers, and the Trustee
shall not be responsible for any intentional misconduct or negligence on the part of any agent,
attorney or receiver appointed with due care by it hereunder.
(h) The Trustee shall have no responsibility, opinion, or liability with respect to
any information, statements or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
(i) Before taking any action under Article VIII or this Article at the request of
the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners
for the reimbursement of all expenses to which it may be put and to protect it against all liability,
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except liability which is adjudicated to have resulted from its negligence or willful misconduct in
connection with any action so taken.
(j) The Trustee shall have the right to accept and act upon instructions, including
funds transfer instructions (the “Instructions”) given pursuant to the Indenture and delivered using
Electronic Means (“Electronic Means” means the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder); provided, however, that
the Successor Agency shall provide to the Trustee an incumbency certificate listing officers with the
authority to provide such Instructions (the “Authorized Officers”) and containing specimen
signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Successor Agency whenever a person is to be added or deleted from the listing. If the Successor
Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its
discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall
be deemed controlling. The Successor Agency understands and agrees that the Trustee cannot
determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The
Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and that the Successor Agency and all Authorized Officers are solely
responsible to safeguard the use and confidentiality of applicable user and authorization codes,
passwords and/or authentication keys upon receipt by the Successor Agency. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such Instructions notwithstanding the fact that such directions conflict or
are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume
all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of
interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be
more secure methods of transmitting Instructions than the method(s) selected by the Successor
Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission
of Instructions provide to it a commercially reasonable degree of protection in light of its particular
needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any
compromise or unauthorized use of the security procedures.
(k) The Trustee shall not be liable to the parties hereto or deemed in breach or
default hereunder if and to the extent its performance hereunder is prevented by reason of force
majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee
and could not have been avoided by exercising due care. Force majeure shall include but not be
limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other
similar occurrences.
(l) The Trustee shall not be responsible for or accountable to anyone for the
subsequent use or application of any moneys which shall be released or withdrawn in accordance
with the provisions hereof.
Section 6.04 Right to Rely on Documents and Opinions. The Trustee shall have no
liability in acting upon any notice, resolution, request, consent, order, certificate, report, opinion,
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facsimile transmission, electronic mail, or other paper or document reasonably believed by it to be
genuine and to have been signed or prescribed by the proper party or parties, and shall not be
required to make any investigation into the facts or matters contained thereon. The Trustee may
consult with counsel, including, without limitation, counsel of or to the Successor Agency, with
regard to legal questions, and, in the absence of negligence or intentional misconduct by the Trustee,
the opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by the Trustee hereunder in accordance therewith.
The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and
until such Bond is submitted for inspection, if required, and such person’s title thereto is established
to the satisfaction of the Trustee.
Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the
Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under
the provisions of the Indenture in reliance upon such Written Certificate, but in its discretion the
Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as it may deem reasonable. The Trustee may conclusively rely on any certificate or report
of any Independent Accountant or Independent Redevelopment Consultant appointed by the
Successor Agency.
Section 6.05 Preservation and Inspection of Documents. All documents received by the
Trustee under the provisions of the Indenture shall be retained in its possession and shall be subject at
all reasonable times upon reasonable notice to the inspection of and copying by the Successor
Agency and any Owner, and their agents and representatives duly authorized in writing, during
regular business hours and under reasonable conditions.
Section 6.06 Compensation and Indemnification. The Successor Agency shall pay to
the Trustee from time to time reasonable compensation for all services rendered under the Indenture
in accordance with the letter proposal from the Trustee approved by the Successor Agency and all
reasonable expenses, charges, legal and consulting fees and other disbursements and those of its
attorneys (including the allocated costs and disbursement of in-house counsel to the extent that such
services are not redundant with those provided by outside counsel), agents and employees, incurred
in and about the performance of its powers and duties under the Indenture. The Trustee shall have a
lien on the Pledged Tax Revenues and all funds and accounts held by the Trustee hereunder to secure
the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its
experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to
the extent that such services are not redundant with those provided by outside counsel).
The Successor Agency further covenants and agrees to indemnify, defend and save the
Trustee and its officers, directors, agents and employees, harmless against any loss, expense,
including legal fees and expenses, and liabilities which it may incur to the extent arising out of or in
connection with the exercise and performance of its powers and duties hereunder, including the costs
and expenses of defending against any claim of liability, but excluding any and all losses, expenses
and liabilities which are due to the negligence or misconduct of the Trustee, its officers, directors,
agents or employees. The obligations of the Successor Agency and the rights of the Trustee under
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this Section shall survive resignation or removal of the Trustee under the Indenture and payment of
the Bonds and discharge of the Indenture.
Section 6.07 Deposit and Investment of Moneys in Funds. Moneys in the Debt Service
Fund, the Interest Account, the Principal Account and the Costs of Issuance Fund shall be invested
by the Trustee in Permitted Investments as directed by the Successor Agency in a Written Request of
the Successor Agency filed with the Trustee. In the absence of any such Written Request of the
Successor Agency, the Trustee shall hold any such moneys uninvested. The Trustee shall be entitled
to rely conclusively upon the written instructions of the Successor Agency directing investments in
Permitted Investments as to the fact that each such investment is permitted by the laws of the State,
and shall not be required to make further investigation with respect thereto. With respect to any
restrictions set forth in the above list which embody legal conclusions (e.g., the existence, validity
and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on
an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained
at the Successor Agency’s expense. Moneys in the Special Fund may be invested by the Successor
Agency in any obligations in which the Successor Agency is legally authorized to invest its funds.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such
fund or account. All interest or gain derived from the investment of amounts in any of the funds or
accounts held by the Trustee hereunder shall be deposited in the Interest Account. The Trustee may
act as principal or agent in the acquisition or disposition of any investment and may impose its
customary charges therefor. The Trustee shall incur no liability for losses arising from any
investments made at the direction of the Successor Agency or otherwise made in accordance with
this Section. For investment purposes only, the Trustee may commingle the funds and accounts
established hereunder, but shall account for each separately.
The Successor Agency acknowledges that to the extent that regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to receive
brokerage confirmations of security transactions as they occur, the Successor Agency specifically
waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the
Successor Agency monthly cash transaction statements which shall include detail for all investment
transactions made by the Trustee hereunder.
All moneys held by the Trustee shall be held in trust, but need not be segregated from other
funds unless specifically required by the Indenture. Except as specifically provided in the Indenture,
the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to
account to the Successor Agency for earnings derived from funds that have been invested.
The Successor Agency covenants that all investments of amounts deposited in any fund or
account created by or pursuant to the Indenture, or otherwise containing gross proceeds of the Bonds
(within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the
date that valuation is required by the Indenture or the Code) at Fair Market Value. The Trustee shall
have no duty in connection with the determination of Fair Market Value other than to follow its
normal practice in determining the value of Permitted Investments, which may include utilizing
computerized securities pricing services that may be available to it including those available through
its regular accounting system.
Investments in funds or accounts (or portions thereof) that are subject to a yield restriction
under applicable provisions of the Code shall be valued by the Successor Agency at their present
value (within the meaning of Section 148 of the Code).
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Section 6.08 Accounting Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance with
corporate trust industry standards, in which accurate entries shall be made of all transactions relating
to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established
pursuant to the Indenture. Such books of record and account shall be available for inspection by the
Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable
circumstances. The Trustee shall furnish to the Successor Agency, on at least a monthly basis, an
accounting of all transactions in the form of its customary statements relating to the proceeds of the
Bonds and all funds and accounts held by the Trustee pursuant to the Indenture.
Section 6.09 Other Transactions with Agency. The Trustee, either as principal or agent,
may engage in or be interested in any financial or other transaction with the Successor Agency.
ARTICLE VII
MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 7.01 Amendment With and Without Consent of Owners. This Indenture and
the rights and obligations of the Successor Agency and of the Owners may be modified or amended
at any time by a Supplemental Indenture which shall become binding upon adoption without the
consent of any Owners, to the extent permitted by law, but only for any one or more of the following
purposes –
(a) to add to the covenants and agreements of the Successor Agency in this
Indenture contained, other covenants and agreements thereafter to be observed, including any
covenant or agreement that provides for additional security for the Bonds, or to limit or surrender any
rights or powers herein reserved to or conferred upon the Successor Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture, or in any
other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under
any circumstances that such modifications or amendments shall not, in the reasonable determination
of the Successor Agency, materially adversely affect the interests of the Owners; or
(c) to provide for the issuance of Parity Debt in accordance with Section 3.04; or
(d) [to amend any provision hereof relating to the requirements of or compliance
with the Code, to any extent whatsoever but only if and to the extent such amendment will not
adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the
opinion of Bond Counsel; or]
(e) to comply with amendments or supplements to the Dissolution Act; or
(f) [to comply with the requirements of a provider of a Qualified Reserve
Account Credit Instrument.]
Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of
the Successor Agency and of the Owners may be modified or amended at any time by a
Supplemental Indenture which shall become binding when the written consent of the Owners of a
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majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No
such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any
Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal,
interest, or redemption premiums (if any) at the time and place and at the rate and in the currency
provided therein of any Bond without the express written consent of any Insurer or the Owner of
such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such
amendment or modification. In no event shall any Supplemental Indenture modify any of the rights
or obligations of the Trustee without its prior written consent.
Section 7.02 Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article VII, the Indenture shall be deemed
to be modified and amended in accordance therewith, the respective rights, duties and obligations of
the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modification and amendment, and all
of the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms
and conditions of the Indenture for any and all purposes.
Section 7.03 Endorsement or Replacement of Bonds After Amendment. After the
effective date of any amendment or modification hereof pursuant to this Article VII, the Successor
Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form
approved by the Successor Agency, as to such amendment or modification and in that case upon
demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that
purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to
such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may
determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in
exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the
Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office
of the Trustee, without cost to such Owners.
Section 7.04 Amendment by Mutual Consent. The provisions of this Article VII shall
not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner,
provided that due notation thereof is made on such Bond.
Section 7.05 Opinion of Counsel. Prior to executing any Supplemental Indenture, the
Trustee shall be furnished an opinion of counsel, upon which it may conclusively rely to the effect
that all conditions precedent to the execution of such Supplemental Indenture under the Indenture
have been satisfied and such Supplemental Indenture is authorized and permitted under the Indenture
and does not adversely affect the exemption of interest on the 2020 Bonds from personal income
taxation by the State.
Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s. The Successor
Agency shall provide to S&P and Moody’s, for so long as S&P and Moody’s, as the case may be,
maintain a rating on any of the Bonds (without regard to any municipal bond or financial guaranty
insurance), a copy of any Supplemental Indenture at least fifteen (15) days prior to its proposed
effective date.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default and Acceleration of Maturities. The following events
shall constitute Events of Default hereunder:
(a) if default shall be made by the Successor Agency in the due and punctual
payment of the principal of or interest or redemption premium (if any) on any Bond when and as the
same shall become due and payable, whether at maturity as therein expressed, by declaration or
otherwise;
(b) if default shall be made by the Successor Agency in the observance of any of
the covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, other
than a default described in the preceding clause (a), and such default shall have continued for a
period of thirty (30) days following receipt by the Successor Agency of written notice from the
Trustee or written notice from any Owner (with a copy of said notice delivered to the Trustee) of the
occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the
failure stated in the notice can be corrected, but not within such thirty (30) day period, such failure
will not constitute an event of default if corrective action is instituted by the Successor Agency
within such thirty (30) day period and the Successor Agency thereafter diligently and in good faith
cures such failure in a reasonable period of time;
(c) If the Successor Agency files a petition seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United States of
America, or if a court of competent jurisdiction approves a petition by the Successor Agency seeking
reorganization under the federal bankruptcy laws or any other applicable law of the United States of
America, or, if under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction approves a petition by the Successor Agency seeking reorganization under the
federal bankruptcy laws or any other applicable law of the United States of America, or, if under the
provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction
assumes custody or control of the Successor Agency or of the whole or any substantial part of its
property; or
(d) The principal of any Parity Obligation shall be declared immediately due and
payable under the terms of a Parity Debt Instrument.
If an Event of Default has occurred under this Section and is continuing, the Trustee, may,
and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding the Trustee shall: (i) declare the principal of the Bonds, together with the accrued
interest thereon, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable, anything in the Indenture or in the Bonds to the contrary
notwithstanding; and (ii) subject to the provisions of Section 8.06, exercise any other remedies that
are available to the Trustee and the Bondowners in law or at equity.
Immediately upon receiving notice or actual knowledge of the occurrence of an Event of
Default, the Trustee shall give notice of such Event of Default to the Successor Agency by telephone
promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall
have been declared to be or have immediately become due and payable. With respect to any Event of
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Default described in subsections (a) or (c) above the Trustee shall, and with respect to any Event of
Default described in subsection (b) above the Trustee in its sole discretion may, also give such notice
to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to
accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become
due and payable pursuant to the preceding paragraph (but only to the extent that principal and any
accrued, but unpaid, interest on the Bonds is actually paid on such date).
This provision, however, is subject to the condition that if, at any time after the principal of
the Bonds shall have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit
with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration
and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue
installments of principal and interest (to the extent permitted by law), and the reasonable fees and
expenses of the Trustee (including the allocated costs and disbursements of its in-house counsel to
the extent that such services are not redundant with those provided by outside counsel) and any and
all other defaults known to the Trustee (other than in the payment of principal of and interest on the
Bonds due and payable solely by reason of such declaration) shall have been made good or cured to
the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been
made therefor, then, and in every such case, the Trustee shall promptly give written notice of the
foregoing to the Owners of all Bonds then Outstanding, and with the prior written approval of the
Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, the
Trustee, may, on behalf of the Owners of all of the Bonds then Outstanding, rescind and annul such
declaration and its consequences. However, no such rescission and annulment shall extend to or
shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.
Section 8.02 Application of Funds Upon Acceleration. All amounts received by the
Trustee pursuant to any right given or action taken by the Trustee under the provisions of the
Indenture (including the Trustee’s share of any Pledged Tax Revenues) and all sums in the funds and
accounts established and held by the Trustee hereunder upon the date of the declaration of
acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder,
shall be applied by the Trustee in the following order upon presentation of the Bonds, and the
stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of
Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable
compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house
counsel to the extent that such services are not redundant with those provided by outside counsel)
and counsel and any outstanding fees and expenses of the Trustee; and
Second, to the payment of the whole amount then owing and unpaid upon the 2020 Bonds
and Parity Debt for principal and interest, as applicable, with interest on the overdue principal, and
installments of interest at the net effective rate then borne by the Outstanding 2020 Bonds or Parity
Debt (to the extent that such interest on overdue installments of principal and interest shall have been
collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing
and unpaid upon the 2020 Bonds and Parity Debt, then to the payment of such principal and interest
without preference or priority, ratably to the aggregate of such principal and interest.
Section 8.03 Power of Trustee to Control Proceedings. In the event that the Trustee,
upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or
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otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of
the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power,
in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the
continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action;
provided, however, that the Trustee shall not, unless there no longer continues an Event of Default,
discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or
in equity, if at the time there has been filed with it a written request signed by the Owners of a
majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance,
withdrawal, compromise, settlement or other disposal of such litigation.
Section 8.04 Limitation on Owner’s Right to Sue. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any
remedy under or upon the Indenture, unless: (a) such Owner shall have previously given to the
Successor Agency and the Trustee written notice of the occurrence of an Event of Default; (b) the
Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have
made written request upon the Trustee to exercise the powers hereinbefore granted or to institute
such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee
indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to
comply with such request for a period of sixty (60) days after such written request shall have been
received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby declared,
in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it
being understood and intended that no one or more Owners shall have any right in any manner
whatever by his or their action to enforce any right under the Indenture, except in the manner herein
provided, and that all proceedings at law or in equity to enforce any provision of the Indenture shall
be instituted, had and maintained in the manner herein provided and for the equal benefit of all
Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of (and premium, if
any) and interest on such Bond as herein provided, shall not be impaired or affected without the
written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other
provision of the Indenture.
Section 8.05 Non-Waiver. Nothing in this Article VIII or in any other provision of the
Indenture or in the Bonds shall affect or impair the obligation of the Successor Agency, which is
absolute and unconditional, to pay from the Pledged Tax Revenues and other amounts pledged
hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the
respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair
the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute
suit to enforce such payment by virtue of the contract embodied in the Bonds.
A waiver of any default by any Owner or the Trustee shall not affect any subsequent default
or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to
exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver of any such default or an acquiescence therein, and every power and
remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be
35
enforced and exercised from time to time and as often as shall be deemed expedient by the Owners
and the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned
or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the
Owners shall be restored to their former positions, rights and remedies as if such suit, action or
proceeding had not been brought or taken.
Section 8.06 Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding
which any Owner shall have the right to bring to enforce any right or remedy hereunder may be
brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the
Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds
shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the
respective Owners for the purpose of bringing any such suit, action or proceeding and to do and
perform any and all acts and things for and on behalf of the respective Owners as a class or classes,
as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact; provided,
however, that the Trustee shall have no duty or obligation to exercise any such right or remedy unless
it has been indemnified to its satisfaction from any loss, liability or expense (including fees and
expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel to
the extent such services are not redundant with those provided by outside counsel).
Section 8.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or
in equity or by statute or otherwise, and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law.
Section 8.08 Determination of Percentage of Bondowners. Whenever in the Indenture
the consent, direction or other action is required or permitted to be given or taken by a percentage of
the Owners of an aggregate principal amount of Outstanding Bonds (including by the Owners of a
majority in aggregate principal amount of the Outstanding Bonds), such percentage shall be
calculated on the basis of the principal amount of the Outstanding Bonds determined as of the next
succeeding Interest Payment Date.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Special Obligations. The Bonds are special obligations of the Successor
Agency secured by a pledge and lien as described in Section 4.01 hereof. The Bonds are not debts,
liabilities or obligations of the City, the State or any of its political subdivisions, and neither the City,
the State or any of its political subdivisions is liable thereon, nor in any event shall the Bonds be
payable out of any funds or properties other than those pledged by the Successor Agency. The
Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt
limitation or restriction.
Section 9.02 Benefits Limited to Parties. Nothing in the Indenture, expressed or implied,
is intended to give to any person other than the Successor Agency, the Trustee and the Owners any
right, remedy or claim under or by reason of the Indenture. Any covenants, stipulations, promises or
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agreements in the Indenture contained by and on behalf of the Successor Agency shall be for the sole
and exclusive benefit of the Trustee and the Owners.
Section 9.03 Successor is Deemed Included in All References to Predecessor.
Whenever in the Indenture or any Supplemental Indenture either the Successor Agency or the
Trustee is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all of the covenants and agreements in the Indenture contained by or on behalf of the
Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 9.04 Discharge of Indenture. If the Successor Agency shall pay and discharge
the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and
premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same
become due and payable;
(b) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or
before maturity, money which, together with the available amounts then on deposit in the funds and
accounts established pursuant to the Indenture, is fully sufficient to pay all or the applicable portion
of Outstanding Bonds, including all principal, interest and redemption premiums, or;
(c) by irrevocably depositing with the Trustee or an escrow agent, in trust,
Defeasance Obligations in such amount as an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and accounts
established pursuant to the Indenture, be fully sufficient to pay and discharge the indebtedness on all
Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at
or before maturity;
and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been
made for the giving of such notice, then, at the election of the Successor Agency, and
notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the
Pledged Tax Revenues and other amounts, funds and accounts described in Section 4.01 hereof and
all other obligations of the Trustee and the Successor Agency under the Indenture shall cease and
terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the
Bonds which has been paid and discharged, except only: (i) the covenants of the Successor Agency
hereunder with respect to the Code; (ii) the obligation of the Trustee to transfer and exchange Bonds
hereunder; (iii) the obligations of the Successor Agency under Section 6.06 hereof; and (iv) the
obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so
deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs
of the Trustee. In the event that the Successor Agency shall, pursuant to the foregoing provision, pay
and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to
take such actions and execute and deliver to the Successor Agency all such instruments as may be
necessary or desirable to evidence such discharge, including, without limitation, selection by lot of
Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge
in part.
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In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter
held by the Trustee which are not required for said purpose or for payment of amounts due the
Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency.
Section 9.05 Execution of Documents and Proof of Ownership by Owners. Any
request, consent, declaration or other instrument which the Indenture may require or permit to be
executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by
such Owner in person or by such Owner’s attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or such Owner’s attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which such person
purports to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly
sworn to before such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership thereof
shall be proved by the Registration Books.
Any demand, request, direction, consent, declaration or other instrument or writing of the
Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered
to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however,
that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account
of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has
received written notice that any other registered Owner is such an affiliate.
Section 9.06 Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or
waiver under the Indenture, Bonds which are owned or held by or for the account of the Successor
Agency or the City (but excluding Bonds held in any employees’ retirement fund) shall be
disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon
request of the Trustee, the Successor Agency shall specify in a certificate to the Trustee those Bonds
disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.
Section 9.07 Waiver of Personal Liability. No member, officer, agent or employee of the
Successor Agency shall be individually or personally liable for the payment of the principal or
interest or any premium on the Bonds; but nothing herein contained shall relieve any such member,
officer, agent or employee from the performance of any official duty provided by law.
Section 9.08 Destruction of Cancelled Bonds. Whenever in the Indenture provision is
made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the
provisions of the Indenture, the Trustee shall destroy such bonds and upon request of the Successor
Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be
entitled to rely upon any statement of fact contained in any certificate with respect to the destruction
of any such Bonds therein referred to.
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Section 9.09 Notices. Any notice, request, demand, communication or other paper shall be
sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first
class, registered or certified mail, postage prepaid, or sent by facsimile, addressed as follows:
If to the Successor Agency: Successor Agency to the Arcadia Redevelopment
Agency
240 West Huntington Drive
Arcadia, California 91007
Attention: City Manager
If to the Trustee: The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Trust Department
If to the Original Purchaser: [TO COME]
The Successor Agency and the Trustee may designate any further or different addresses to
which subsequent notices, certificates or other communications shall be sent.
Section 9.10 Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
the Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not
affect the validity of the remaining portions of the Indenture. The Successor Agency hereby declares
that it would have adopted the Indenture and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact
that any one or more Sections, paragraphs, sentences, clauses, or phrases of the Indenture may be
held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is
rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the
Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the
provisions of Section 6.01 hereof, be assumed by and vest in the Finance Director of the City in trust
for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners
that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee
hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee
hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in
accordance with the provisions of Section 6.01 hereof.
Section 9.11 Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest
or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the
date when the payments of such interest, premium and principal have become payable, if such money
was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if
deposited with the Trustee after the date when the interest and premium (if any) on and principal of
such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its
absolute property free from trust, and the Trustee shall thereupon be released and discharged with
respect thereto and the Bondowners shall look only to the Successor Agency for the payment of the
principal of and interest and redemption premium (if any) on of such Bonds.
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Section 9.12 Execution in Counterparts. The Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 9.13 Governing Law. The Indenture shall be construed and governed in
accordance with the laws of the State.
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IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY has caused the Indenture to be signed in its name by its Executive
Director, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its
acceptance of the trusts created hereunder, has caused the Indenture to be signed in its corporate
name by its officer thereunto duly authorized, all as of the day and year first above written.
SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY
By:
Executive Director
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Officer
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EXHIBIT A
(FORM OF 2020 BOND)
THE REGISTERED OWNER OF THIS BOND ACKNOWLEDGES AND
AGREES THAT THIS BOND MAY ONLY BE TRANSFERRED UPON
SATISFACTION OF THE REQUIREMENTS IN THE INDENTURE,
INCLUDING THE DELIVERY TO THE TRUSTEE OF AN INVESTOR
LETTER IN THE FORM REQUIRED BY THE INDENTURE. ANY
TRANSFER OF THIS BOND IN VIOLATION OF THE TRANSFER
RESTRICTIONS CONTAINED IN THE INDENTURE SHALL BE VOID AND
OF NO EFFECT.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
SUCCESSOR AGENCY TO THE
ARCADIA REDEVELOPMENT AGENCY
CENTRAL REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BOND, SERIES 2020A (FEDERALLY TAXABLE)
INTEREST RATE: MATURITY DATE: DATED DATE: [CUSIP:]
_____% September 1, 20__ ____ __, 2020
REGISTERED OWNER: _____
PRINCIPAL SUM: ____________________________________ DOLLARS
The SUCCESSOR AGENCY TO THE ARCADIA REDEVELOPMENT AGENCY, a public
entity that is duly existing under and by virtue of the laws of the State of California (the “Successor
Agency”), for value received, hereby promises to pay to the Registered Owner stated above, or
registered assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right
of prior redemption hereinafter provided for, if any), the Principal Sum stated above and to pay
interest thereon from the Interest Payment Date (as hereinafter defined) next preceding the date of
authentication of this Bond, unless: (i) this Bond is authenticated after the close of business on the
fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such
fifteenth (15th) calendar day is a Business Day (the “Record Date”) and on or before the following
Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or
(ii) this Bond is authenticated on or before [February 15, 2021], in which event it shall bear interest
from the Dated Date above; provided however, that if at the time of authentication of this Bond,
interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to
which interest has previously been paid or made available for payment on this Bond, until payment
of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on
March 1 and September 1 in each year, commencing [March 1, 2021] (each an “Interest Payment
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Date”), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof
and premium, if any, upon redemption hereof, if any, are payable in lawful money of the United
States of America upon presentation and surrender of this Bond at the corporate trust office (the
“Principal Corporate Trust Office”) of The Bank of New York Mellon Trust Company, N.A., in Los
Angeles, California, as trustee (the “Trustee”). Interest hereon (including the final interest payment
upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the
Interest Payment Date to the Registered Owner hereof at the Registered Owner’s address as it
appears on the Registration Books maintained by the Trustee at the close of business on the
preceding Record Date; provided however, that at the written request of any Registered Owner of at
least $1,000,000 aggregate principal amount of the Bonds (as defined below), which written request
is on file with the Trustee on any Record Date, interest hereon shall be paid by wire to such account
in the United States as is specified in such written request.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as
“Successor Agency to the Arcadia Redevelopment Agency Tax Allocation Refunding Bonds, Series
2020A (Federally Taxable)” (the “Bonds”), of an aggregate principal amount of $__________, all of
like tenor and date (except for such variation, if any, as may be required to designate varying series,
numbers, maturities, interest rates, or redemption, if any, and other provisions) and all issued
pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the Government Code of the State (the “Refunding Law”), the Dissolution
Act (as such term is defined in the Indenture), and the Community Redevelopment Law, constituting
Part 1 of Division 24 of the California Health and Safety Code (the “Law”), and pursuant to an
Indenture of Trust, dated as of _____ 1, 2020 (the “Indenture”), entered into by and between the
Successor Agency and the Trustee, providing for the issuance of the Bonds.
The Bonds are being issued in the form of registered Bonds without coupons. Additional
Parity Debt may be issued on a parity with the Bonds, but only subject to the terms of the Indenture.
Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor
Agency) and all indentures supplemental thereto and to the Law for a description of the terms on
which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax
Revenues (as that term is defined in the Indenture), the rights thereunder of the Registered Owners of
the Bonds, the rights, duties and immunities of the Trustee and the rights and obligations of the
Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of
this Bond, by acceptance hereof, assents and agrees. Capitalized terms which are not otherwise
defined herein shall have the meanings given them in the Indenture.
Notwithstanding anything herein or in the Indenture to the contrary, so long as the Bonds are
owned by ________ (the “Original Purchaser”): (i) the Trustee shall pay principal of and interest and
redemption premium on the Bonds when due by wire transfer in immediately available funds to the
Original Purchaser in accordance with the wire transfer instructions set forth in the Indenture (or such
other wire instructions as shall be filed by the Original Purchaser with the Trustee from time to time);
(ii) payments of principal on the bonds shall be made without the requirement for presentation and
surrender of the Bonds by the Owner; and (iii) the Trustee shall not be required to give notice to the
Original Purchaser of the sinking fund payments described in the Indenture.
The Bonds have been issued by the Successor Agency for the purpose of providing funds to
refinance certain bonds with respect to the Project Area (as such term is defined in the Indenture) and
to pay certain expenses of the Successor Agency in issuing the Bonds.
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The Bonds are special obligations of the Successor Agency and this Bond and the interest
hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are
secured by a statutory pledge of, and lien on, Pledged Tax Revenues deposited in or available for
deposit into the Redevelopment Property Tax Trust Fund held by the Auditor-Controller of the
County of Los Angeles, subject to the payment of the County’s administrative charges and certain
amounts to taxing entities pursuant to the Dissolution Act, and a pledge of, security interest in and
lien on the Pledged Tax Revenues, as more fully described in the Indenture, on deposit in the
Redevelopment Obligation Retirement Fund, including the Special Fund therein, and the Debt
Service Fund and any fund or account created under the Indenture, and are payable from Pledged Tax
Revenues remaining after payment of certain amounts to certain taxing entities as provided in the
Dissolution Act and the Indenture.
There has been created, and will be maintained by, the Successor Agency the Special Fund
(as defined in the Indenture), into which Pledged Tax Revenues deposited by the Auditor-Controller
of the County of Los Angeles in the Redevelopment Obligation Retirement Fund shall be transferred
and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due,
of the principal of and the interest and redemption premium, if any, on the Bonds and any additional
Bonds (as defined in the Indenture).
[The Bonds are subject to optional and mandatory sinking fund redemption as described in
the Indenture.]
If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may
be declared due and payable upon the conditions, in the manner and with the effect provided in the
Indenture, but such declaration and its consequences may be rescinded and annulled as further
provided in the Indenture.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment
of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate
principal amount of Bonds of other authorized denominations and of the same series, tenor and
maturity.
This Bond is transferable upon the Registration Books, by the person in whose name it is
registered, in person or by a duly authorized attorney of such person, upon surrender to the Trustee at
the Principal Corporate Trust Office for cancellation, but only in the manner and subject to the
limitations provided in the Indenture. Notwithstanding the foregoing, ownership of the Bonds
may be transferred in whole only, but only to a person or persons: (i) that the Owner
reasonably believes is a qualified institutional buyer within the meaning of Rule 144A
promulgated under the Securities Act of 1933, as amended; and (ii) that executes and delivers
to the Trustee an investor letter in substantially the form attached to the Indenture as
Exhibit B. Upon registration of such transfer a new fully registered Bond or Bonds, of any
authorized denomination or denominations, for the same aggregate principal amount and of the same
series, tenor and maturity will be issued to the transferee in exchange herefor. The Trustee may
refuse to transfer or exchange: (a) any Bond during the fifteen (15) days prior to the date established
for the selection of Bonds for redemption, if any; or (b) any Bond selected for redemption, if any.
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The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute
owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any
notice to the contrary.
The rights and obligations of the Successor Agency and the Registered Owners of the Bonds
may be modified or amended at any time in the manner, to the extent and upon the terms provided in
the Indenture, but no such modification or amendment shall: (a) extend the maturity of or reduce the
interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay
the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the
currency provided herein of any Bond without the express written consent of the Registered Owner
of such Bond; or (b) reduce the percentage of Bonds required for the written consent to any such
amendment or modification. In no event shall a Supplemental Indenture modify any of the rights or
obligations of the Trustee without its prior written consent. In no event shall any Supplemental
Indenture modify any of the rights or obligations of any Issuer without its prior written consent.
This Bond is not a debt, liability or obligation of the City of Arcadia, the State of California
or any of its political subdivisions, and neither said City, said State or any of its political subdivisions
is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than
those pledged by the Successor Agency. The Bonds do not constitute an indebtedness in
contravention of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time and manner as required by the Law and the
laws of the State of California, and that the amount of this Bond, together with all other indebtedness
of the Successor Agency, does not exceed any limit prescribed by the Law or any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustee’s Certificate of Authentication hereon shall have been
manually signed by the Trustee.
A-5
IN WITNESS WHEREOF, the Successor Agency to the Arcadia Redevelopment Agency has
caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature
of its Executive Director as of the Dated Date set forth above.
SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY
By:
Executive Director
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.
Authentication Date: _________ __, 20__
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
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(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within-registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated: __________________________
Signatures Guaranteed:
Note: Signature(s) must be guaranteed by an
eligible guarantor.
Note: The signatures(s) on this Assignment
must correspond with the name(s) as
written on the face of the within Bond in
every particular without alteration or
enlargement or any change whatsoever.
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EXHIBIT B
$__________
SUCCESSOR AGENCY TO THE
ARCADIA REDEVELOPMENT AGENCY
CENTRAL REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BONDS, SERIES 2020A (FEDERALLY TAXABLE)
FORM OF INVESTOR LETTER
__________, 2020
Successor Agency to the Arcadia Redevelopment Agency
Arcadia, California
The Bank Of New York Mellon Trust Company, N.A.,
Los Angeles, California
Stradling Yocca Carlson & Rauth, a Professional Corporation
Newport Beach, California
Ladies and Gentlemen:
The undersigned (the “Investor”) hereby acknowledges receipt of $_________ in aggregate
principal amount of the above-captioned bonds (the “Bonds”), dated __________ __, 2020 in fully
registered form and bearing interest from the date thereof. The Bonds have been issued pursuant to
an Indenture of Trust, dated as of _____ 1, 2020 (the “Indenture”), entered into by and between the
Successor Agency to the Arcadia Redevelopment Agency (the “Agency”) and The Bank Of New
York Mellon Trust Company, N.A., as trustee.
In connection with the sale of the Bond to the Investor, the Investor hereby makes the
following representations upon which you may rely:
1. The Investor hereby certifies that it is a “qualified institutional buyer” within the
meaning of Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended (the “Act”)
and applicable state securities laws.
2. The Investor (a) is a bank, any entity directly or indirectly controlled by a bank or
under common control with a bank, and is not a broker, dealer or municipal securities dealer
registered under the Securities Exchange Act of 1934 or a consortium of such entities; and (b) has the
present intent to hold the Bond in its loan account to maturity or earlier redemption or mandatory
tender; provided, however, that the Investor shall not be precluded from transferring, participating or
assigning its interest in the Bond in accordance with the terms and conditions set forth in the
Indenture. The Investor understands that it may need to bear the risks of holding this loan for an
indefinite period of time, since a sale of the Bond, or any portion thereof, may not be possible. The
Investor is not participating, directly or indirectly, in a distribution of the Bond and will not take, or
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cause to be taken, any action that would cause the Investor to be deemed an “underwriter” of such
Bond as defined in Section 2(a)(11) of the Act. The Investor understands that the Agency has no
obligation to register the Bond for resale under the Act. The Investor further understands that the
Bond is being sold in a transaction that is exempt from the registration requirements of the Act. The
Investor acknowledges that the Agency will not be entering into a continuing disclosure agreement
for the Bond pursuant to Section 15c2-12 of the Securities Exchange Act of 1934, as amended;
provided, however, that the Agency has agreed to provide certain ongoing information to the
Investor.
3. The Investor has received and carefully read all information and other items of
disclosure relating to the Agency and the Bond that the Investor has deemed material for it to make
an informed lending decision with respect to its purchase of the Bond and, in connection therewith,
has had access to all other materials, books, records, documents, and information relating to the
Agency and the Bond, and has been able to verify the accuracy of, and supplement, the information
contained therein.
4. The Investor acknowledges that it has either been supplied with or been given access
to information, financial statements or other financial information, which it has requested from the
Agency and to which a reasonable lender would attach significance in making a credit decision. The
Investor has had an opportunity to ask questions of, and receive satisfactory answers from, duly
designated representatives of the Agency concerning the terms and conditions pursuant to which the
offer to purchase the Bond is being made, and is satisfied with the information provided in response
to its requests, and is satisfied that its request for such information has been fully complied with by
the Agency.
5. The Investor has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of making a loan of the proceeds of the Bond based
upon (i) the information furnished to it by the Agency; (ii) its or such representative’s personal
knowledge of the business and affairs of the Agency; (iii) such additional information as it or such
representative may have requested and have received from the Agency; and (iv) the independent
inquiries and investigations undertaken by it or such representative.
6. The Investor understands that the purchase of the Bond involves significant credit
risks and represents that it can bear the economic risk of loss of the Bond.
7. The signatory of this letter is a duly authorized officer of the Investor with the
authority to sign this letter on behalf of the Investor, and this letter has been duly authorized,
executed, and delivered by the Investor.
8. The Investor acknowledges and agrees that the sale, transfer or other disposition of
the Bond must be in accordance with the provisions of the Indenture and all applicable securities
laws.
9. The Investor has been informed that the Bond (i) has not been and will not be
registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any
jurisdiction, (ii) will not be listed on any stock or other securities exchange and (iii) will carry no
rating from any rating service.
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10. All of the representations contained in this letter shall survive the execution and
delivery of the Bonds to us as representations of fact existing as of the date of execution and delivery
of this letter. The Investor acknowledges that the sale of the Bond to the Investor is made in reliance
upon the certifications, representations and warranties herein by the addressees hereof.
Capitalized terms used herein and not otherwise defined have the meanings given such terms
in the Indenture.
[INVESTOR]
By:
Its:
Attachment No. 3
Escrow Agreement – 2001A Bonds
ESCROW AGREEMENT (2001A BONDS)
THIS ESCROW AGREEMENT (2001A BONDS), dated as of _____ 1, 2020 (the
“Agreement”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the
“Agency”) and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow
Agent”) and as 2001A Trustee (as such term is defined herein), is entered into in accordance with a
resolution of the Agency adopted on _____ __, 2020, and an Indenture of Trust, dated as of May 1,
2001 (the “2001A Indenture”), by and between the Agency and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “2001A Trustee”). This Agreement is entered into to refund
all of the outstanding Arcadia Redevelopment Agency Tax Allocation Bonds (Central
Redevelopment Project) Series 2001A (the “2001A Bonds”).
RECITALS
A. Pursuant to the 2001A Indenture, the Arcadia Redevelopment Agency previously
issued the 2001A Bonds in the aggregate principal amount of $11,655,000, of which $[2,155,000] is
currently outstanding.
B. The Agency is the successor to the Arcadia Redevelopment Agency.
C. The Agency has determined to issue its Central Redevelopment Project Tax
Allocation Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”), a portion of the
proceeds of which will be applied to pay, on [30 DAYS AFTER CLOSING], 2020 (the
“Redemption Date”), the principal of the outstanding 2001A Bonds maturing after the Redemption
Date, plus interest thereon accrued to the Redemption Date, without premium (the “Redemption
Price”).
D. The Agency will irrevocably deposit moneys with the Escrow Agent, which moneys
will be used to purchase the securities that are described on Schedule A (the “Federal Securities”)
(as permitted by, in the manner prescribed by and all in accordance with the 2001A Indenture). Such
Federal Securities satisfy the criteria established for “Defeasance Securities” in Section 9.3 of the
2001A Indenture, and the principal of and interest on such Federal Securities when paid, together
with other moneys contributed by the Agency, will provide funds which will be fully sufficient to
pay and discharge the 2001A Bonds.
AGREEMENT
SECTION 1. Deposit of Moneys. The Agency will cause The Bank of New York Mellon
Trust Company, N.A., as trustee for the 2020 Bonds, to transfer a portion of the proceeds of the 2020
Bonds in the amount of $_____ on the date of issuance of the 2020 Bonds to the Escrow Agent for
deposit in the Escrow Fund established hereunder. The Agency also hereby directs the 2001A
Trustee to transfer $____ held in the funds and accounts relating to the 2001A Bonds to the Escrow
Agent for deposit in the Escrow Fund.
The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from
other funds of the Agency and the Escrow Agent in a fund hereby created and established to be
known as the “Escrow Fund” and to be applied solely as provided in this Agreement. The Agency
2
represents that the sum of the amounts set forth above are at least equal to an amount that is sufficient
to purchase the Federal Securities listed on Schedule A, and to hold $___ uninvested as cash.
SECTION 2. Investment of Moneys. The Escrow Agent acknowledges receipt of the
moneys described in Section 1 and agrees immediately to invest $_____ of such moneys in the
Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund.
The Escrow Agent shall be entitled to rely upon the conclusion of ____ (the “Verification Agent”)
that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and
at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the
Redemption Date, the Redemption Price of the outstanding 2001A Bonds maturing after the
Redemption Date.
SECTION 3. Investment of Any Remaining Moneys. At the written direction of the
Agency, together with an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, to the effect that reinvestment is permitted under the legal documents in effect with
respect to the 2001A Bonds and will not have an adverse effect on the tax status of the 2001A Bonds,
the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof,
received from the Federal Securities prior to the date on which such payment is required for the
purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which
such payment or portion thereof is required for the purposes set forth in Section 5, at the written
direction of the Agency, as verified in a report prepared by an independent certified public
accountant or firm of certified public accountants of favorable national reputation experienced in the
refunding of obligations of political subdivisions and acceptable to the Bond Insurer (as such term is
defined in the 2001A Indenture) to the effect that the reinvestment described in said report will not
adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow
Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2001A Bonds
maturing after the Redemption Date. Any interest income resulting from investment or reinvestment
of moneys pursuant to this Section 3 which are not required for the purposes set forth in Section 5, as
verified in the letter of the Verification Agent originally obtained by the Agency with respect to the
refunding of the 2001A Bonds or in any other report prepared by an independent certified public
accountant or firm of certified public accountants of favorable national reputation experienced in the
refunding of obligations of political subdivisions, shall be paid to the Agency promptly upon the
receipt of such interest income by the Escrow Agent.
SECTION 4. Substitution of Securities. Upon the written request of the Agency, and
subject to the conditions and limitations that are set forth herein and applicable governmental rules
and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities,
provided that there are substituted therefor from the proceeds of the Federal Securities other Federal
Securities, but only after the Agency has obtained and delivered to the Escrow Agent: (i) an
unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect
that the substitution of securities is permitted under the legal documents in effect with respect to the
2001A Bonds and will not have an adverse effect on the tax status of the 2001A Bonds; and (ii) a
report by a firm of independent certified public accountants acceptable to the Bond Insurer to the
effect that the reinvestment described in said report will not adversely affect the sufficiency of the
amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date,
the Redemption Price of the outstanding 2001A Bonds maturing after the Redemption Date. The
Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made
pursuant to this Agreement and in full compliance with the provisions hereof.
3
SECTION 5. Payment of 2001A Bonds.
(a) Payment. From the maturing principal of the Federal Securities and the
investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the
Escrow Agent shall transfer to the 2001A Trustee for the 2001A Trustee to pay, on the Redemption
Date, the Redemption Price of the 2001A Bonds maturing after the Redemption Date, as indicated on
Schedule A.
(b) Irrevocable Instructions to Provide Notice. The notices that are required to be
mailed pursuant to Sections 2.3(c) and 9.3 of the 2001A Indenture are substantially in the forms
attached hereto as Exhibits A and B. The Agency hereby irrevocably instructs the 2001A Trustee to
mail a notice of redemption and a notice of defeasance of the 2001A Bonds to the parties that
described in and otherwise in accordance with Sections 2.3(c) and 9.3 of the 2001A Indenture
(including the Municipal Securities Rulemaking Board and the Bond Insurer), respectively, as
required to provide for the redemption and defeasance of the 2001A Bonds in accordance with this
Section 5.
(c) Unclaimed Moneys. Any moneys in the Escrow Fund which remain
unclaimed after the Redemption Date shall be repaid by the Escrow Agent to the Agency.
(d) Priority of Payments. The owners of the 2001A Bonds shall have a first and
exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities
are used and applied as provided in this Agreement.
(e) Termination of Obligation. As provided in the 2001A Indenture, upon the
deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the pledge of
the Tax Revenues and other funds provided for in the 2001A Indenture and all other obligations of
the Trustee and the Agency thereunder with respect to the 2001A Bonds shall cease and terminate,
except as set forth in the 2001A Indenture.
SECTION 6. Application of Certain Terms of the 2001A Indenture. All of the terms of the
2001A Indenture relating to the making of payments of principal of and interest on the 2001A Bonds
and relating to the exchange or transfer of the 2001A Bonds are incorporated in this Agreement as if
set forth in full herein. The procedures set forth in Article VI of the 2001A Indenture relating to the
resignation and removal and merger of the 2001A Trustee are also incorporated in this Agreement as
if set forth in full herein and shall be the procedures to be followed with respect to any resignation or
removal of the Escrow Agent hereunder.
SECTION 7. Performance of Duties. The Escrow Agent agrees to perform only the duties
that are set forth herein and shall have no responsibility to take any action or omit to take any action
that is not set forth herein.
SECTION 8. Escrow Agent’s Authority to Make Investments. Except as provided in
Sections 2, 3 and 4 hereof, the Escrow Agent shall have no power or duty to invest any funds that are
held hereunder or to sell, transfer or otherwise dispose of the moneys or securities that are held
hereunder.
SECTION 9. Indemnity. The Agency hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect,
4
save and keep harmless the Escrow Agent and its respective successors, assigns, agents, employees
and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements)
of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow
Agent at any time (whether or not also indemnified against the same by the Agency or any other
person under any other agreement or instrument, but without double indemnity) in any way relating
to or arising out of the execution, delivery and performance of this Agreement, the establishment
hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the
retention of the proceeds thereof and any payment, transfer or other application of moneys or
securities by the Escrow Agent in accordance with the provisions of this Agreement; provided,
however, that the Agency shall not be required to indemnify the Escrow Agent against the Escrow
Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow
Agent’s respective employees. In no event shall the Agency or the Escrow Agent be liable to any
person by reason of the transactions that are contemplated hereby other than to each other as set forth
in this Section. The indemnities that are contained in this Section shall survive the termination of
this Agreement and the resignation or removal of the Escrow Agent.
SECTION 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and
servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in
connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund,
the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys held in
the Escrow Fund to pay the 2001A Bonds or any payment, transfer or other application of moneys or
obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of
any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent that is
made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be
taken as the statements of the Agency, and the Escrow Agent assumes no responsibility for the
correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds
to accomplish the refunding of the 2001A Bonds or to the validity of this Agreement as to the
Agency and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect
thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under
this Agreement except for its own negligence or willful misconduct, and the duties and obligations of
the Escrow Agent shall be determined by the express provisions of this Agreement. In no event shall
the Escrow Agent be liable for any special indirect or consequential damages. The Escrow Agent may
consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the written
opinion of such counsel shall have full and complete authorization and protection in respect of any
action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow
Agent shall deem it necessary or desirable that a matter be proved or established prior to taking,
suffering, or omitting any action under this Agreement, such matter may be deemed to be
conclusively established by a certificate signed by an officer of the Agency.
No provision of this Agreement shall require the Escrow Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance or exercise of any of its duties
hereunder, or in the exercise of its rights or powers.
The Escrow Agent shall have the right to accept and act upon instructions, including funds
transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using
Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Escrow Agent, or another method or system
5
specified by the Escrow Agent as available for use in connection with its services hereunder);
provided, however, that the Agency shall provide to the Escrow Agent an incumbency certificate
listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be
amended by the Agency whenever a person is to be added or deleted from the listing. If the Agency
elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its
discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions
shall be deemed controlling. The Agency understands and agrees that the Escrow Agent cannot
determine the identity of the actual sender of such Instructions and that the Escrow Agent shall
conclusively presume that directions that purport to have been sent by an Authorized Officer listed
on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized
Officer. The Agency shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Escrow Agent and that the Agency and all Authorized Officers are solely
responsible to safeguard the use and confidentiality of applicable user and authorization codes,
passwords and/or authentication keys upon receipt by the Agency. The Escrow Agent shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance
upon and compliance with such Instructions notwithstanding such directions conflict or are
inconsistent with a subsequent written instruction. The Agency agrees: (i) to assume all risks arising
out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without
limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of
interception and misuse by third parties; (ii) that they are fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Escrow Agent and that there
may be more secure methods of transmitting Instructions than the method(s) selected by the Agency;
(iii) that the security procedures (if any) to be followed in connection with its transmission of
Instructions provide to it a commercially reasonable degree of protection in light of its particular
needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any
compromise or unauthorized use of the security procedures.
The Escrow Agent shall furnish the Agency with periodic cash transaction statements which
include detail for all investment transactions effected by the Escrow Agent or brokers selected by the
Agency, provided that the Escrow Agent is not obligated to provide an accounting for any fund or
account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date.
Upon the Agency’s election, such statements will be delivered via the Escrow Agent’s online service
and upon electing such service, paper statements will be provided only upon request. The Agency
waives the right to receive brokerage confirmations of security transactions effected by the Escrow
Agent as they occur, to the extent permitted by law. The Agency further understands that trade
confirmations for securities transactions effected by the Escrow Agent will be available upon request
and at no additional cost and other trade confirmations may be obtained from the applicable broker.
If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt
will not, for any reason, accept a subscription of Securities that is to be submitted pursuant to this
Agreement, the Escrow Agent shall promptly request alternative written investment instructions from
the Agency with respect to escrowed funds which were to be invested in securities. The Escrow
Agent shall follow such instructions and, upon the maturity of any such alternative investment, the
Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further
written instructions from the Agency. In the absence of investment instructions from the Agency, the
Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The
Escrow Agent may conclusively rely upon the Agency’s selection of an alternative investment as a
determination of the alternative investment’s legality and suitability and shall not be liable for any
6
losses related to the alternative investments or for compliance with any yield restriction applicable
thereto.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with
due care, and shall not be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.
The Escrow Agent may conclusively rely, as to the trust and accuracy of the statements and
correctness of the opinions and the calculations provided to it in connection with this Agreement, and
shall be protected in acting, or refraining from acting, upon any written notice, instruction, request,
certificate, document or opinion furnished to the Escrow Agent in accordance with this Agreement
and reasonably believed by the Escrow Agent to have been signed or presented by the proper party,
and it need not investigate any facts or matter stated in such notice, instruction, request, certificate or
opinion.
The liability of the Escrow Agent to make any payments under the Agreement shall be
limited to the funds in the Escrow Fund.
SECTION 11. Amendments. This Agreement is made for the benefit of the Agency, the
Bond Insurer and the owners from time to time of the 2001A Bonds and it shall not be repealed,
revoked, altered or amended without the written consent of all such owners, the Escrow Agent, the
Bond Insurer and the Agency; provided, however, that the Agency and the Escrow Agent may, with
the prior written consent of the Bond Insurer, but without the consent of, or notice to, such owners,
amend this Agreement or enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such owners and as shall not be inconsistent with the terms and
provisions of this Agreement or the 2001A Indenture, for any one or more of the following purposes:
(i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for the benefit of the owners of the 2001A Bonds any additional rights,
remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the
Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall
be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A
Professional Corporation, with respect to compliance with this Section, including the extent, if any,
to which any change, modification, addition or elimination affects the rights of the owners of the
various 2001A Bonds or that any instrument that is executed hereunder complies with the conditions
and provisions of this Section. The Bond Insurer shall be an express third party beneficiary of the
provisions granting rights to it hereunder and of the provisions relating to the 2001A Bonds and the
Escrow Fund.
SECTION 12. Notice to Rating Agencies. In the event that this agreement or any provision
thereof is severed, amended or revoked, the Escrow Agent shall provide written notice of such
severance, amendment or revocation to the rating agencies then rating the 2001A Bonds.
SECTION 13. Term. This Agreement shall commence upon its execution and delivery and
shall terminate on the later to occur of either: (i) the date upon which the 2001A Bonds have been
paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on
deposit with the Escrow Agent pursuant to Section 5(c) of this Agreement. Funds remaining in the
Escrow Fund after payment in full of the 2001A Bonds shall be transferred to the Agency.
7
SECTION 14. Compensation. The Escrow Agent shall receive its reasonable fees and
expenses as previously agreed to by the Escrow Agent and the Agency and any other reasonable fees
and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow
Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the
Escrow Fund for the payment of fees and expenses for services that are rendered or expenses
incurred by the Escrow Agent under this Agreement.
SECTION 15. Severability. If any one or more of the covenants or agreements provided in
this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null
and void, shall be deemed separate from the remaining covenants and agreements contained herein
and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or
any of which shall be regarded for all purposes as an original but all of which shall constitute and be
but one and the same instrument.
SECTION 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER
THE LAWS OF THE STATE OF CALIFORNIA.
SECTION 18. Holidays. If the date for making any payment or the last date for performance
of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a
day on which banking institutions in the Agency in which is located the office of the Escrow Agent
are authorized by law to remain closed, such payment may be made or act performed or right
exercised on the next succeeding day which is not a legal holiday or a day on which such banking
institutions are authorized by law to remain closed, with the same force and effect as if done on the
nominal date provided in this Agreement, and no interest shall accrue for the period from and after
such nominal date.
SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Agent or
any successor thereto without the prior written consent of the Agency.
SECTION 20. Reorganization of Escrow Agent. Notwithstanding anything to the contrary
contained in this Agreement, any company into which the Escrow Agent may be merged or
converted or with which it may be consolidated or any company resulting from any merger,
conversion or consolidation to which the Escrow Agent is a party, or any company to which the
Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the
successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if
such company is eligible to serve as Escrow Agent.
SECTION 21. Insufficient Funds. If at any time the Escrow Agent has actual knowledge
that the moneys and investments in the Escrow Fund, including the anticipated proceeds thereof and
earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow
Agent shall notify the Agency in writing of the amount thereof and the reason therefor to the extent
known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.
SECTION 22. Notices. Any notice to or demand upon the Escrow Agent may be served or
presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent
at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Trust,
8
Reference: Arcadia Redevelopment Agency, Series 2001A. Any notice to or demand upon the
Agency shall be deemed to have been sufficiently given or served for all purposes by being sent by
facsimile or other electronic transmission, overnight mail or courier or mailed by registered or
certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Agency at
240 West Huntington Drive, P.O. Box 60021, Arcadia, California 91066 (or such other address as
may have been filed in writing by the Agency with the Escrow Agent).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first above written.
SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY
By:
Executive Director
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Escrow Agent and 2001A Trustee
By:
Authorized Officer
Schedule A-1
SCHEDULE A
ESCROW REQUIREMENTS
Moneys deposited in the Escrow Fund shall be invested as follows:
Security Maturity
Principal
Amount
Interest
Rate
[__] [REDEMPTION
DATE], 2020
$ %
The escrow requirements for the 2001A Bonds are as follows:
Period
Ending Principal Paid
Principal
Redeemed Interest Total
[REDEMPTION
DATE], 2020
$ $ $ $
Exhibit A-1
EXHIBIT A
NOTICE OF FULL OPTIONAL REDEMPTION
ARCADIA REDEVELOPMENT AGENCY
TAX ALLOCATION BONDS (CENTRAL REDEVELOPMENT PROJECT)
SERIES 2001A
BASE CUSIP 039065
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2001A
Bonds”), which were issued pursuant to the Indenture of Trust, dated as of May 1, 2001 (the “2001A
Indenture”), by and between the Arcadia Redevelopment Agency (the “Agency”) and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “2001A Trustee”), that 2001A Bonds in the
amount of $2,155,000 have been called for redemption on [30 DAYS AFTER CLOSING], 2020 (the
“Redemption Date”). The 2001A Bonds were originally issued on June 5, 2001 and are described in
the following table.
CUSIP
Maturity
(May 1)
Principal
Amount Rate Redemption Price
BP1 2023 $2,155,000 5.125% 100%
The 2001A Bonds will be payable on the Redemption Date at a Redemption Price of 100% of
the principal amount plus accrued interest to such date (the “Redemption Price”). The Redemption
Price of the 2001A Bonds will become due and payable on the Redemption Date. Interest on the
2001A Bonds will cease to accrue and be payable from and after the Redemption Date, and such
2001A Bonds will be surrendered to the 2001A Trustee.
To receive payment on the Redemption Date, owners of the 2001A Bonds should present and
to surrender said 2001A Bonds on the Redemption Date at the address of the 2001A Trustee set forth
below:
First Class/
Registered/Certified
The Bank of New York
Mellon
Global Corporate Trust
P.O. Box 2320
Dallas, Texas 75221-2320
Express Delivery Only
The Bank of New York
Mellon
Global Corporate Trust
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Hand Only
The Bank of New York Mellon
Global Corporate Trust
Corporate Trust Window
240 Greenwich Street, 1st Floor East
New York, New York 10286
Additional information regarding the foregoing actions may be obtained from The Bank of
New York Mellon Trust Company, N.A., Corporate Trust Department, Bondholder Relations,
telephone number (800) 254-2826.
A form W-9 must be submitted with the 2001A Bonds. Failure to provide a completed form
W-9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance
Act of 1983. Under the Tax Cuts and Jobs Act of 2017, 24% will be withheld if the tax identification
number is not properly certified.
Exhibit A-2
If the owner of any 2001A Bond fails to deliver such 2001A Bond to the 2001A Trustee on
the Redemption Date, such 2001A Bond shall nevertheless be deemed redeemed on the Redemption
Date and the owner of such 2001A Bond shall have no rights in respect thereof except to receive
payment of the Redemption Price from funds held by the 2001A Trustee for such payment.
Note: The Successor Agency to the Arcadia Redevelopment Agency and the 2001A Trustee
shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any
representation made as to their correctness in the notice or as printed on any 2001A Bond. They are
included solely for the convenience of the holders.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as 2001A Trustee
[CLOSING DATE], 2020
Exhibit B-1
EXHIBIT B
NOTICE OF DEFEASANCE
ARCADIA REDEVELOPMENT AGENCY
TAX ALLOCATION BONDS (CENTRAL REDEVELOPMENT PROJECT)
SERIES 2001A
BASE CUSIP 039065
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2001A
Bonds”), which were issued pursuant to the Indenture of Trust, dated as of May 1, 2001 (the “2001A
Indenture”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the
“Agency”), as successor to the Arcadia Redevelopment Agency, and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “2001A Trustee”), that the Agency has deposited with The
Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), cash and
federal securities, the principal of and interest on which when paid will provide moneys sufficient to
pay on [30 DAYS AFTER CLOSING], 2020, the principal of all outstanding 2001A Bonds maturing
after such date, plus accrued interest thereon to such date. The 2001A Bonds were originally issued
on June 5, 2001 and are described in the following table.
CUSIP
Maturity
(May 1)
Principal
Amount Rate
BP1 2023 $2,155,000 5.125%
In accordance with the 2001A Indenture: (i) the pledge of the Tax Revenues and other funds
provided for in the 2001A Indenture and all other obligations of the Trustee and the Agency
thereunder with respect to the 2001A Bonds has ceased and terminated, except as set forth in the
2001A Indenture; and (ii) all obligations of the Agency under the Continuing Disclosure Agreement,
dated as of May 1, 2001, by and between the Agency, as successor to the Arcadia Redevelopment
Agency, and the 2001A Trustee, as dissemination agent, relating to the 2001A Bonds, have been
terminated as of the date hereof.
No representation is made as to the correctness of the CUSIP number either as printed on any
2001A Bond or as contained herein and any error in the CUSIP number shall not affect the validity
of the proceedings for redemption of the 2001A Bonds.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as 2001A Trustee
[CLOSING DATE], 2020
Attachment No. 4
Escrow Agreement – 2010 Bonds
ESCROW AGREEMENT (2010 BONDS)
THIS ESCROW AGREEMENT (2010 BONDS), dated as of _____ 1, 2020 (the
“Agreement”), by and between the Successor Agency to the Arcadia Redevelopment Agency (the
“Agency”) and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow
Agent”) and as 2010 Trustee (as such term is defined herein), is entered into in accordance with a
resolution of the Agency adopted on _____ __, 2020, and an Indenture of Trust, dated as of
September 1, 2010 (the “2010 Indenture”), by and between the Agency and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “2010 Trustee”). This Agreement is entered into to
refund all of the outstanding Arcadia Redevelopment Agency Central Redevelopment Project
Subordinate Tax Allocation Bonds, Series 2010 (Taxable) (the “2010 Bonds”).
RECITALS
A. Pursuant to the 2010 Indenture, the Arcadia Redevelopment Agency previously
issued the 2010 Bonds in the aggregate principal amount of $19,830,000, of which $[10,900,000] is
currently outstanding.
B. The Agency is the successor to the Arcadia Redevelopment Agency.
C. The Agency has determined to issue its Central Redevelopment Project Tax
Allocation Refunding Bonds, Series 2020A (Federally Taxable) (the “2020 Bonds”), a portion of the
proceeds of which will be applied to pay, on [30 DAYS AFTER REDEMPTION NOTICE
DELIVERED], 2020 (the “Redemption Date”), the principal of the outstanding 2010 Bonds
maturing after the Redemption Date, plus interest thereon accrued to the Redemption Date, without
premium (the “Redemption Price”).
D. The Agency will irrevocably deposit moneys with the Escrow Agent, which moneys
will be used to purchase the securities that are described on Schedule A (the “Federal Securities”)
(as permitted by, in the manner prescribed by and all in accordance with the 2010 Indenture). Such
Federal Securities satisfy the criteria established for “Defeasance Securities” in Section 9.03 of the
2010 Indenture, and the principal of and interest on such Federal Securities when paid, together with
other moneys contributed by the Agency, will provide funds which will be fully sufficient to pay and
discharge the 2010 Bonds.
AGREEMENT
SECTION 1. Deposit of Moneys. The Agency will cause The Bank of New York Mellon
Trust Company, N.A., as trustee for the 2020 Bonds, to transfer a portion of the proceeds of the 2020
Bonds in the amount of $_____ on the date of issuance of the 2020 Bonds to the Escrow Agent for
deposit in the Escrow Fund established hereunder. The Agency also hereby directs the 2010 Trustee
to transfer $____ held in the funds and accounts relating to the 2010 Bonds to the Escrow Agent for
deposit in the Escrow Fund.
The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from
other funds of the Agency and the Escrow Agent in a fund hereby created and established to be
known as the “Escrow Fund” and to be applied solely as provided in this Agreement. The Agency
2
represents that the sum of the amounts set forth above are at least equal to an amount that is sufficient
to purchase the Federal Securities listed on Schedule A, and to hold $___ uninvested as cash.
SECTION 2. Investment of Moneys. The Escrow Agent acknowledges receipt of the
moneys described in Section 1 and agrees immediately to invest $_____ of such moneys in the
Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund.
The Escrow Agent shall be entitled to rely upon the conclusion of ____ (the “Verification Agent”)
that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and
at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the
Redemption Date, the Redemption Price of the outstanding 2010 Bonds maturing after the
Redemption Date.
SECTION 3. Investment of Any Remaining Moneys. At the written direction of the
Agency, together with an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, to the effect that reinvestment is permitted under the legal documents in effect with
respect to the 2010 Bonds and will not have an adverse effect on the tax status of the 2010 Bonds, the
Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof,
received from the Federal Securities prior to the date on which such payment is required for the
purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which
such payment or portion thereof is required for the purposes set forth in Section 5, at the written
direction of the Agency, as verified in a report prepared by an independent certified public
accountant or firm of certified public accountants of favorable national reputation experienced in the
refunding of obligations of political subdivisions to the effect that the reinvestment described in said
report will not adversely affect the sufficiency of the amounts of securities, investments and money
in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding 2010
Bonds maturing after the Redemption Date. Any interest income resulting from investment or
reinvestment of moneys pursuant to this Section 3 which are not required for the purposes set forth in
Section 5, as verified in the letter of the Verification Agent originally obtained by the Agency with
respect to the refunding of the 2010 Bonds or in any other report prepared by an independent
certified public accountant or firm of certified public accountants of favorable national reputation
experienced in the refunding of obligations of political subdivisions, shall be paid to the Agency
promptly upon the receipt of such interest income by the Escrow Agent.
SECTION 4. Substitution of Securities. Upon the written request of the Agency, and
subject to the conditions and limitations that are set forth herein and applicable governmental rules
and regulations, the Escrow Agent shall sell, redeem or otherwise dispose of the Federal Securities,
provided that there are substituted therefor from the proceeds of the Federal Securities other Federal
Securities, but only after the Agency has obtained and delivered to the Escrow Agent: (i) an
unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect
that the substitution of securities is permitted under the legal documents in effect with respect to the
2010 Bonds and will not have an adverse effect on the tax status of the 2010 Bonds; and (ii) a report
by a firm of independent certified public accountants to the effect that the reinvestment described in
said report will not adversely affect the sufficiency of the amounts of securities, investments and
money in the Escrow Fund to pay, on the Redemption Date, the Redemption Price of the outstanding
2010 Bonds maturing after the Redemption Date. The Escrow Agent shall not be liable or
responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full
compliance with the provisions hereof.
3
SECTION 5. Payment of 2010 Bonds.
(a) Payment. From the maturing principal of the Federal Securities and the
investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the
Escrow Agent shall transfer to the 2010 Trustee for the 2010 Trustee to pay, on the Redemption
Date, the Redemption Price of the 2010 Bonds maturing after the Redemption Date, as indicated on
Schedule A.
(b) Irrevocable Instructions to Provide Notice. The notices that are required to be
mailed pursuant to Sections 2.03(b) and 9.03 of the 2010 Indenture are substantially in the forms
attached hereto as Exhibits A and B. The Agency has previously instructed the 2010 Trustee to
deliver the notice of redemption of the 2010 Bonds in accordance with Section 2.03(b) of the 2010
Indenture. The Agency hereby irrevocably instructs the 2010 Trustee to mail a notice of defeasance
of the 2010 Bonds to the parties that described in and otherwise in accordance with Section 9.03 of
the 2010 Indenture (including the Municipal Securities Rulemaking Board), as required to provide
for the defeasance of the 2010 Bonds in accordance with this Section 5.
(c) Unclaimed Moneys. Any moneys in the Escrow Fund which remain
unclaimed after the Redemption Date shall be repaid by the Escrow Agent to the Agency.
(d) Priority of Payments. The owners of the 2010 Bonds shall have a first and
exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities
are used and applied as provided in this Agreement.
(e) Termination of Obligation. As provided in the 2010 Indenture, upon the
deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the pledge of
the Tax Revenues and other funds provided for in the 2010 Indenture and all other obligations of the
Agency thereunder with respect to the 2010 Bonds shall cease and terminate, except as set forth in
the 2010 Indenture.
SECTION 6. Application of Certain Terms of the 2010 Indenture. All of the terms of the
2010 Indenture relating to the making of payments of principal of and interest on the 2010 Bonds and
relating to the exchange or transfer of the 2010 Bonds are incorporated in this Agreement as if set
forth in full herein. The procedures set forth in Article VI of the 2010 Indenture relating to the
resignation and removal and merger of the 2010 Trustee are also incorporated in this Agreement as if
set forth in full herein and shall be the procedures to be followed with respect to any resignation or
removal of the Escrow Agent hereunder.
SECTION 7. Performance of Duties. The Escrow Agent agrees to perform only the duties
that are set forth herein and shall have no responsibility to take any action or omit to take any action
that is not set forth herein.
SECTION 8. Escrow Agent’s Authority to Make Investments. Except as provided in
Sections 2, 3 and 4 hereof, the Escrow Agent shall have no power or duty to invest any funds that are
held hereunder or to sell, transfer or otherwise dispose of the moneys or securities that are held
hereunder.
SECTION 9. Indemnity. The Agency hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect,
4
save and keep harmless the Escrow Agent and its respective successors, assigns, agents, employees
and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements)
of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow
Agent at any time (whether or not also indemnified against the same by the Agency or any other
person under any other agreement or instrument, but without double indemnity) in any way relating
to or arising out of the execution, delivery and performance of this Agreement, the establishment
hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the
retention of the proceeds thereof and any payment, transfer or other application of moneys or
securities by the Escrow Agent in accordance with the provisions of this Agreement; provided,
however, that the Agency shall not be required to indemnify the Escrow Agent against the Escrow
Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow
Agent’s respective employees. In no event shall the Agency or the Escrow Agent be liable to any
person by reason of the transactions that are contemplated hereby other than to each other as set forth
in this Section. The indemnities that are contained in this Section shall survive the termination of
this Agreement and the resignation or removal of the Escrow Agent.
SECTION 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and
servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in
connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund,
the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys held in
the Escrow Fund to pay the 2010 Bonds or any payment, transfer or other application of moneys or
obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of
any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent that is
made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be
taken as the statements of the Agency, and the Escrow Agent assumes no responsibility for the
correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds
to accomplish the refunding of the 2010 Bonds or to the validity of this Agreement as to the Agency
and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof.
The Escrow Agent shall not be liable in connection with the performance of its duties under this
Agreement except for its own negligence or willful misconduct, and the duties and obligations of the
Escrow Agent shall be determined by the express provisions of this Agreement. In no event shall the
Escrow Agent be liable for any special indirect or consequential damages. The Escrow Agent may
consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the written
opinion of such counsel shall have full and complete authorization and protection in respect of any
action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow
Agent shall deem it necessary or desirable that a matter be proved or established prior to taking,
suffering, or omitting any action under this Agreement, such matter may be deemed to be
conclusively established by a certificate signed by an officer of the Agency.
No provision of this Agreement shall require the Escrow Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance or exercise of any of its duties
hereunder, or in the exercise of its rights or powers.
The Escrow Agent shall have the right to accept and act upon instructions, including funds
transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using
Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail,
facsimile transmission, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Escrow Agent, or another method or system
5
specified by the Escrow Agent as available for use in connection with its services hereunder);
provided, however, that the Agency shall provide to the Escrow Agent an incumbency certificate
listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be
amended by the Agency whenever a person is to be added or deleted from the listing. If the Agency
elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its
discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions
shall be deemed controlling. The Agency understands and agrees that the Escrow Agent cannot
determine the identity of the actual sender of such Instructions and that the Escrow Agent shall
conclusively presume that directions that purport to have been sent by an Authorized Officer listed
on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized
Officer. The Agency shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Escrow Agent and that the Agency and all Authorized Officers are solely
responsible to safeguard the use and confidentiality of applicable user and authorization codes,
passwords and/or authentication keys upon receipt by the Agency. The Escrow Agent shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance
upon and compliance with such Instructions notwithstanding such directions conflict or are
inconsistent with a subsequent written instruction. The Agency agrees: (i) to assume all risks arising
out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without
limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of
interception and misuse by third parties; (ii) that they are fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Escrow Agent and that there
may be more secure methods of transmitting Instructions than the method(s) selected by the Agency;
(iii) that the security procedures (if any) to be followed in connection with its transmission of
Instructions provide to it a commercially reasonable degree of protection in light of its particular
needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any
compromise or unauthorized use of the security procedures.
The Escrow Agent shall furnish the Agency with periodic cash transaction statements which
include detail for all investment transactions effected by the Escrow Agent or brokers selected by the
Agency, provided that the Escrow Agent is not obligated to provide an accounting for any fund or
account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date.
Upon the Agency’s election, such statements will be delivered via the Escrow Agent’s online service
and upon electing such service, paper statements will be provided only upon request. The Agency
waives the right to receive brokerage confirmations of security transactions effected by the Escrow
Agent as they occur, to the extent permitted by law. The Agency further understands that trade
confirmations for securities transactions effected by the Escrow Agent will be available upon request
and at no additional cost and other trade confirmations may be obtained from the applicable broker.
If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt
will not, for any reason, accept a subscription of Securities that is to be submitted pursuant to this
Agreement, the Escrow Agent shall promptly request alternative written investment instructions from
the Agency with respect to escrowed funds which were to be invested in securities. The Escrow
Agent shall follow such instructions and, upon the maturity of any such alternative investment, the
Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further
written instructions from the Agency. In the absence of investment instructions from the Agency, the
Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The
Escrow Agent may conclusively rely upon the Agency’s selection of an alternative investment as a
determination of the alternative investment’s legality and suitability and shall not be liable for any
6
losses related to the alternative investments or for compliance with any yield restriction applicable
thereto.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with
due care, and shall not be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.
The Escrow Agent may conclusively rely, as to the trust and accuracy of the statements and
correctness of the opinions and the calculations provided to it in connection with this Agreement, and
shall be protected in acting, or refraining from acting, upon any written notice, instruction, request,
certificate, document or opinion furnished to the Escrow Agent in accordance with this Agreement
and reasonably believed by the Escrow Agent to have been signed or presented by the proper party,
and it need not investigate any facts or matter stated in such notice, instruction, request, certificate or
opinion.
The liability of the Escrow Agent to make any payments under the Agreement shall be
limited to the funds in the Escrow Fund.
SECTION 11. Amendments. This Agreement is made for the benefit of the Agency and the
owners from time to time of the 2010 Bonds and it shall not be repealed, revoked, altered or amended
without the written consent of all such owners, the Escrow Agent and the Agency; provided,
however, that the Agency and the Escrow Agent may, without the consent of, or notice to, such
owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall
not adversely affect the rights of such owners and as shall not be inconsistent with the terms and
provisions of this Agreement or the 2010 Indenture, for any one or more of the following purposes:
(i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for the benefit of the owners of the 2010 Bonds any additional rights,
remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the
Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall
be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth, A
Professional Corporation, with respect to compliance with this Section, including the extent, if any,
to which any change, modification, addition or elimination affects the rights of the owners of the
various 2010 Bonds or that any instrument that is executed hereunder complies with the conditions
and provisions of this Section.
SECTION 12. Notice to Rating Agencies. In the event that this agreement or any provision
thereof is severed, amended or revoked, the Escrow Agent shall provide written notice of such
severance, amendment or revocation to the rating agencies then rating the 2010 Bonds.
SECTION 13. Term. This Agreement shall commence upon its execution and delivery and
shall terminate on the later to occur of either: (i) the date upon which the 2010 Bonds have been paid
in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on
deposit with the Escrow Agent pursuant to Section 5(c) of this Agreement. Funds remaining in the
Escrow Fund after payment in full of the 2010 Bonds shall be transferred to the Agency.
SECTION 14. Compensation. The Escrow Agent shall receive its reasonable fees and
expenses as previously agreed to by the Escrow Agent and the Agency and any other reasonable fees
and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow
7
Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the
Escrow Fund for the payment of fees and expenses for services that are rendered or expenses
incurred by the Escrow Agent under this Agreement.
SECTION 15. Severability. If any one or more of the covenants or agreements provided in
this Agreement on the part of the Agency or the Escrow Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null
and void, shall be deemed separate from the remaining covenants and agreements contained herein
and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or
any of which shall be regarded for all purposes as an original but all of which shall constitute and be
but one and the same instrument.
SECTION 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER
THE LAWS OF THE STATE OF CALIFORNIA.
SECTION 18. Holidays. If the date for making any payment or the last date for performance
of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a
day on which banking institutions in the Agency in which is located the office of the Escrow Agent
are authorized by law to remain closed, such payment may be made or act performed or right
exercised on the next succeeding day which is not a legal holiday or a day on which such banking
institutions are authorized by law to remain closed, with the same force and effect as if done on the
nominal date provided in this Agreement, and no interest shall accrue for the period from and after
such nominal date.
SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Agent or
any successor thereto without the prior written consent of the Agency.
SECTION 20. Reorganization of Escrow Agent. Notwithstanding anything to the contrary
contained in this Agreement, any company into which the Escrow Agent may be merged or
converted or with which it may be consolidated or any company resulting from any merger,
conversion or consolidation to which the Escrow Agent is a party, or any company to which the
Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the
successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if
such company is eligible to serve as Escrow Agent.
SECTION 21. Insufficient Funds. If at any time the Escrow Agent has actual knowledge
that the moneys and investments in the Escrow Fund, including the anticipated proceeds thereof and
earnings thereon, will not be sufficient to make all payments required by this Agreement, the Escrow
Agent shall notify the Agency in writing of the amount thereof and the reason therefor to the extent
known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.
SECTION 22. Notices. Any notice to or demand upon the Escrow Agent may be served or
presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent
at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Trust,
Reference: Arcadia Redevelopment Agency, Series 2001A. Any notice to or demand upon the
Agency shall be deemed to have been sufficiently given or served for all purposes by being sent by
facsimile or other electronic transmission, overnight mail or courier or mailed by registered or
8
certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Agency at
240 West Huntington Drive, P.O. Box 60021, Arcadia, California 91066 (or such other address as
may have been filed in writing by the Agency with the Escrow Agent).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first above written.
SUCCESSOR AGENCY TO THE ARCADIA
REDEVELOPMENT AGENCY
By:
Executive Director
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Escrow Agent and 2010 Trustee
By:
Authorized Officer
Schedule A-1
SCHEDULE A
ESCROW REQUIREMENTS
Moneys deposited in the Escrow Fund shall be invested as follows:
Security Maturity
Principal
Amount
Interest
Rate
[__] [30 DAYS AFTER
DELIVERY OF
REDEMPTION
NOTICE], 2020
$ %
The escrow requirements for the 2010 Bonds are as follows:
Period
Ending Principal Paid
Principal
Redeemed Interest Total
[30 DAYS AFTER
DELIVERY OF
REDEMPTION
NOTICE], 2020
$ $ $ $
Exhibit A-1
EXHIBIT A
CONDITIONAL NOTICE OF FULL OPTIONAL REDEMPTION
ARCADIA REDEVELOPMENT AGENCY
CENTRAL REDEVELOPMENT PROJECT SUBORDINATE TAX ALLOCATION BONDS,
SERIES 2010 (TAXABLE)
BASE CUSIP 039065
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2010
Bonds”), which were issued pursuant to the Indenture of Trust, dated as of September 1, 2010 (the
“2010 Indenture”), by and between the Arcadia Redevelopment Agency (the “Agency”) and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “2010 Trustee”), that 2010 Bonds in
the amount of $10,900,000 have been called for redemption on [30 DAYS AFTER REDEMPTION
NOTICE DELIVERED], 2020 (the “Redemption Date”). The 2010 Bonds were originally issued on
September 8, 2010 and are described in the following table.
CUSIP
Maturity
(September 1)
Principal
Amount Rate Redemption Price
CV7 2021 $1,200,000 5.875% 100%
CW5 2022 1,265,000 6.000 100
CX3 2023 1,340,000 6.250 100
CY1 2024 2,220,000 6.375 100
CZ8 2025 2,360,000 6.500 100
DA2 2026 2,515,000 6.625 100
The 2010 Bonds will be payable on the Redemption Date at a Redemption Price of 100% of
the principal amount plus accrued interest to such date (the “Redemption Price”). The Redemption
Price of the 2010 Bonds will become due and payable on the Redemption Date. Interest on the 2010
Bonds will cease to accrue and be payable from and after the Redemption Date, and such 2010
Bonds will be surrendered to the 2010 Trustee.
Redemption of the 2010 Bonds is conditional upon the receipt by the 2010 Trustee on or
prior to the Redemption Date of moneys that are sufficient to pay the principal of and interest on the
2010 Bonds and, if such moneys have not been so received, this notice shall be of no force and effect
and the 2010 Trustee shall not be required to prepay such 2010 Bonds. In such event, the 2010
Trustee has the right to rescind this notice.
To receive payment on the Redemption Date, owners of the 2010 Bonds should present and
to surrender said 2010 Bonds on the Redemption Date at the address of the 2010 Trustee set forth
below:
First Class/
Registered/Certified
The Bank of New York
Mellon
Global Corporate Trust
P.O. Box 2320
Dallas, Texas 75221-2320
Express Delivery Only
The Bank of New York
Mellon
Global Corporate Trust
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Hand Only
The Bank of New York Mellon
Global Corporate Trust
Corporate Trust Window
240 Greenwich Street, 1st Floor East
New York, New York 10286
Exhibit A-2
Additional information regarding the foregoing actions may be obtained from The Bank of
New York Mellon Trust Company, N.A., Corporate Trust Department, Bondholder Relations,
telephone number (800) 254-2826.
A form W-9 must be submitted with the 2010 Bonds. Failure to provide a completed form
W-9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance
Act of 1983. Under the Tax Cuts and Jobs Act of 2017, 24% will be withheld if the tax identification
number is not properly certified.
If the owner of any 2010 Bond fails to deliver such 2010 Bond to the 2010 Trustee on the
Redemption Date, such 2010 Bond shall nevertheless be deemed redeemed on the Redemption Date
and the owner of such 2010 Bond shall have no rights in respect thereof except to receive payment of
the Redemption Price from funds held by the 2010 Trustee for such payment.
Note: The Successor Agency to the Arcadia Redevelopment Agency and the 2010 Trustee
shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any
representation made as to their correctness in the notice or as printed on any 2010 Bond. They are
included solely for the convenience of the holders.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as 2010 Trustee
[30 DAYS BEFORE REDEMPTION DATE], 2020
Exhibit B-1
EXHIBIT B
NOTICE OF DEFEASANCE
ARCADIA REDEVELOPMENT AGENCY
CENTRAL REDEVELOPMENT PROJECT SUBORDINATE TAX ALLOCATION BONDS,
SERIES 2010 (TAXABLE)
BASE CUSIP 039065
NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2010
Bonds”), which were issued pursuant to the Indenture of Trust, dated as of September 1, 2010 (the
“2010 Indenture”), by and between the Successor Agency to the Arcadia Redevelopment Agency
(the “Agency”), as successor to the Arcadia Redevelopment Agency, and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “2010 Trustee”), that the Agency has deposited with
The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), cash
and federal securities, the principal of and interest on which when paid will provide moneys
sufficient to pay on [30 DAYS AFTER DELIVERY OF REDEMPTION DATE], 2020, the principal
of all outstanding 2010 Bonds maturing after such date, plus accrued interest thereon to such date.
The 2010 Bonds were originally issued on June 5, 2001 and are described in the following table.
CUSIP
Maturity
(September 1)
Principal
Amount Rate
CV7 2021 $1,200,000 5.875%
CW5 2022 1,265,000 6.000
CX3 2023 1,340,000 6.250
CY1 2024 2,220,000 6.375
CZ8 2025 2,360,000 6.500
DA2 2026 2,515,000 6.625
In accordance with the 2010 Indenture: (i) the pledge of the Tax Revenues and other funds
provided for in the 2010 Indenture and all other obligations of the Agency thereunder with respect to
the 2010 Bonds has ceased and terminated, except as set forth in the 2010 Indenture; and (ii) all
obligations of the Agency under the Continuing Disclosure Certificate, dated September 8, 2010, of
the Agency, as successor to the Arcadia Redevelopment Agency, relating to the 2010 Bonds, have
been terminated as of the date hereof.
No representation is made as to the correctness of the CUSIP number either as printed on any
2010 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of
the proceedings for redemption of the 2010 Bonds.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as 2010 Trustee
[CLOSING DATE], 2020