HomeMy WebLinkAboutA2060 - 1ST INTERSTATE BANK COGEN POLICE ASSIGNMENT Q
Recording Requested by and
When Recorded Mail To: ) 6 � ;Z o�
�r m N c a '
City of Palm Springs ) oar �
3200 E. Tahquitz-McCallum Way ) > r o ¢ o
(fit Palm Springs, California 92262 ) W ¢ $ m
Attention: City Clerk
Above For Recorder' s Use Only
This document recorded for the
benefit of the City of Palm
Springs and the recording is fee
exempt under § 6103 of the
Government Codelst Interstate Bank of Calif,
Cityof PS Public Facil Corp &
City of PS - Assgmmnt & Trust
agr re cogeneration facil & PD
AGREEMENT f2060 (Orig 4-1-84)
Res 15001, 4-4-84
~ ASSIGNMENT AND TRUST AGREEMENT --
(Cogeneration Facilities and Police Building)
Dated as of April 1, 1984
l�
A�
by and among
FIRST INTERSTATE BANK OF CALIFORNIA
CITY OF PALM SPRINGS PUBLIC FACILITIES CORPORATION
and the
CITY OF PALM SPRINGS, CALIFORNIA
TABLE OF CONTENTS
Page
ARTICLE I
ra
APPOINTMENT OF TRUSTEE; DEFINITIONS
QD
Section 1.01 Appointment of Trustee. . . . . . . . . . . . 3
Section 1.02 Definitions . . . . . . . . . . . . . . . . . 3
Section 1.03 Rules of Construction . . . . . . . . . . . . 5
Section 1 . 04 Exhibits . . . . . . . . . . . . . . . . . . 5
Section 1.05 Authorization . . . . . . . . . . . . . . . . 5
ARTICLE II
ASSIGNMENT
Section 2 .01 Assignment. . . . . . . . . . . . . . . . . . 6
Section 2 .02 Acceptance. . . . . . . . . . . . . . . . . . 6
Section 2 .03 Conditions. . . . . . . . . . . . . . . . . . 6
ARTICLE III
THE CERTIFICATES OF PARTICIPATION
Section 3 .01 Authorization . . . . . . . . . . . . . . . . 6
Section 3 .02 Date. . . . . . . . . . . . . . . . . . . . . 6
Section 3 .03 Maturity; Interest Rates. . . . . . . . . . . 7
Section 3 .04 Certificates; Interest . . . . . . . . . . . 7
Section 3 .05 Form. . . . . . . . . . . . . . . . . . . . . 8
Section 3 . 06 Execution . . . . . . . . . . . . . . . . . . 8
Section 3 . 07 Application of Proceeds of Sale of
Certificates . . . . . . . . . . . . . . . . 8
Section 3 .08 Transfer and Exchange . . . . . . . . . . . . 8
Section 3 .09 Certificates Mutilated, Lost, Destroyed or
Stolen . . . . . . . . . . . . . . . . . . . 9
Section 3 . 10 Paying Agent; Payment . . . . . . . . . . . . 10
Section 3 . 11 Execution of Documents and Proof of
Ownership. . . . . . . . . . . . . . . . . . 10
Section 3 . 12 Redemption. . . . . . . . . . . . . . . . . . 11
Section 3 . 13 Selection of Certificates for Redemption . . 12
Section 3 . 14 Notice of Redemption. . . . . . . . . . 12
Section 3 . 15 Partial Redemption. . . . . . . . . . . . . . 13
Section 3 . 16 Effect of Notice of Redemption. . . . . . . . 13
Section 3 . 17 Certificate Register. . . . . . . . . . . . . 14
Section 3 . 18 Temporary Certificates. . . . . . . . . . . . 14
i
Page
ARTICLE IV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
Section 4. 01 Establishment of Funds. . . . . . . . . . . . 15
Section 4. 02 Construction Fund . . . . . . . . . . . . . . 15
Section 4.03 Certificate Fund. . . . . . . . . . . . . . . 16
Section 4. 04 Reserve Fund. . . . . . . . . . . . . . 17
Section 4. 05 Insurance and Condemnation Fund . . . . . . . 18
Section 4. 06 Non-Presentment of Certificates . . . . . . . 21
• ARTICLE V
MONEYS IN FUNDS; INVESTMENT
Section 5 . 01 Held in Trust . . . . . . . . . . . . . . . . 21
Section 5. 02 Investments Authorized. . . . . . . . . . . . 21
Section 5 . 03 Qualified Investments . . . . . . . . . . . . 22
Section 5 . 04 Report . . . . . . . . . . . . . . . . . . . 22
Section 5 . 05 Allocation of Earnings . . . . . . . . . 23
Section 5 . 06 Valuation and Disposition of Investments. . . 23
ARTICLE VI
THE TRUSTEE
Section 6 . 01 Compensation of the Trustee . . . . . . . . . 23
Section 6. 02 Removal of the Trustee. . . . . . . . . . . . 23
Section 6. 03 Resignation of Trustee. . . . . . . . . . . . 24
Section 6. 04 Appointment of Agent. . . . . . . . . . . . . 24
Section 6. 05 Merger or Consolidation . . . . . . . . . 24
Section 6. 06 Protection and Rights of the Trustee. . . . . 24
ARTICLE VII
TRANSFER OF TITLE TO CITY
Section 7 . 01 Transfer of Title . . . . . . . . . . . . 26
Section 7 . 02 Discharge of Lien; Further Assurances . . . . 27
ARTICLE VIII
MEETINGS OF CERTIFICATE OWNERS
Section 8.01 Certificate Holders' Meeting. . . . . . . . . 27
Section 8. 02 Notice of Meeting . . . . . . . . . . . . . . 27
Section 8. 03 Voting Qualifications . . . . . . . . . . . . 27
Section 8. 04 Trustee or City Owned Certificates. . . . . . 28
ii
Page
Section 8. 05 Quorum and Procedure. . . . . . . . . . . . . 28
Section 8. 06 Vote Required . . . . . . . . . . . . . . . . 28
ARTICLE IX
Cq
ASSIGNMENT; AMENDMENTS
Section 9 .01 Assignment. . . . . . . . . . . . . . . . . . 29
Section 9 . 02 Amendments. . . . . . . . . . . . . . . . . . 29
w•
ARTICLE X
COVENANTS; NOTICES
Section 10.01 City to Perform Lease Agreement . . . . . . . 30
Section 10. 02 City Budgets. . . . . . . . . . . . . . . . . 30
Section 10. 03 Corporation to Perform Lease Agreement. . . . 30
Section 10. 04 Notice in Event of Late Lease Payments. . . . 30
Section 10. 05 Notice in Event of Default. . . . . . . . . . 30
Section 10. 06 Further Assurances. . . . . . . . . . . . . . 30
Section 10. 07 Maintenance of Insurance. . . . . . . . . . . 30
Section 10. 08 Title Insurance . . . . . . . . . . . . . . . 31
ARTICLE XI
EVENT OF DEFAULT
Section 11 . 01 Events of Default Defined . . . . . . . . . . 31
Section 11 .02 Remedies on Default . . . . . . . . . . . . . 31
Section 11 .03 No Remedy Exclusive . . . . . . . . . . . . . 31
Section 11 .04 No Additional Waiver Implied by One Waiver. 32
Section 11. 05 Application of Proceeds in Event of Default 32
Section 11. 06 Collection of Base Rental Payments. . . . . . 32
Section 11. 07 Action by Owners. . . . . . . . . . . . . . . 32
ARTICLE XII
LIMITATION OF LIABILITY
Section 12 . 01 Limited Liability of City . . . . . _ . . . . 33
Section 12 . 02 No Liability of Corporation or City for
Trustee Performance. . . . . . . . . . . . . 33
Section 12 .03 No Liability of Corporation or Trustee
for Lease. . . . . . . . . . . . . . . . . . 33
Section 12 .04 Limited Liability of Trustee. . . . . . . . . 33
Section 12 .05 Indemnification . . . . . . . . . . . . . . . 34
Section 12 .06 Opinion of Counsel. . . . . . . . . . . . . . 34
Section 12 .07 Limitation of Rights to Parties and
Certificate Owners . . . . . . . . . . . . . 34
iii
Page
ARTICLE XIII
MISCELLANEOUS
Section 13 . 01 De£easance. . . . . . . . . 35
Section 13 . 02 Certificate Insurance . . . . . . . . . . . . 35
Q7 Section 13 . 03 Records . . . . . . . . . . . . . . . . . . . 36
Section 13 . 04 Notices . . . . . . . . . . . . . . . . . . . 36
Section 13 . 05 Governing Law . . . . . . . . . . . . . . . . 36
Section 13 . 06 Partial Invalidity. . . . . . . . . . . . . . 36
Section 13 . 07 Binding Effect; Successors. . . . . . . . . . 37
Section 13 . O8 Execution in Conterparts. . . . . . . . . . . 37
Section 13 . 09 Destruction of Cancelled Certificates . . . . 37
Section 13 . 10 Headings. . . . . . . . . . . . . . . . . . . 37
Exhibit A Form of Certificate of Participation
Exhibit B Payment Request Form
Exhibit C Payment Request Form
iv
ASSIGNMENT AND TRUST AGREEMENT
TV
(Cogeneration Facilities and Police Building)
THIS ASSIGNMENT AND TRUST AGREEMENT (this "Trust Agreement" ) ,
made and entered into as of this 1st day of April, 1984, by and
between FIRST INTERSTATE BANK OF CALIFORNIA, a corporation duly
organized and existing as a state banking corporation under the
laws of the State of California and authorized to accept and
execute trusts of the nature herein set forth (the "Trustee" ) ,
CITY OF PALM SPRINGS PUBLIC FACILITIES CORPORATION, a nonprofit
public benefit corporation, duly organized and existing under
the laws of the State of California ( "Corporation" ) , and the
CITY OF PALM SPRINGS, a municipal corporation duly organized
and existing under the constitution and laws of said State (the
"City" ) ;
W I T N E S S E T H
WHEREAS, the City has determined the need for a 1300
kilowatt cogeneration facility at the City' s municipal complex,
a 650 kilowatt cogeneration facility at the City' s Sunrise
Plaza Recreation Center and a new police building; and
WHEREAS, the Corporation has been formed on behalf of the
City to assist in the financing and construction of public
facilities; and
WHEREAS, the City and Corporation have entered into a Lease
Agreement dated as of the date hereof (the "Lease Agreement" ) ,
a duplicate original of which has been furnished to each of the
parties, whereby the Corporation has agreed to lease the
Project to the City, and the City has agreed to lease the
Project from Corporation, in the manner and on the terms set
forth in the Lease Agreement; and
WHEREAS, under the Lease Agreement, the City is obligated
to make Base Rental Payments to Corporation for the use and
occupancy of the Project, and Corporation has assigned the
right to receive said payments to the Trustee pursuant to this
Assignment and Trust Agreement; and
WHEREAS, for the purpose of obtaining the moneys required
to be deposited by the Corporation with the Trustee for the
financing of the Project, and in consideration of the
assignment set forth herein and the execution of this
Assignment and Trust Agreement, the Trustee has agreed to
execute and deliver Certificates of Participation (the
"Certificates" ) , each evidencing an allocable share in the
right to receive Base Rental Payments, to provide the moneys
required herein to be deposited by Corporation;
tf^
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby
09 agree as follows:
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ARTICLE I
APPOINTMENT OF TRUSTEE; DEFINITIONS
Section 1 . 01 . Appointment of Trustee. Corporation and the
City hereby appoint and employ the Trustee, upon direction of
the City, to receive, hold, invest and disburse the moneys to
.� be paid to it pursuant to this Trust Agreement for credit to
�p the various funds established by this Trust Agreement; to
execute and deliver Certificates representing an allocable
share of the Base Rental Payments; and to apply and disburse
the Base Rental Payments received from the City to Owners of
Certificates; and to perform certain other functions; all as
hereinafter provided. By executing and delivering this Trust
Agreement, the Trustee accepts the duties and obligations of
the Trustee provided herein, but only upon the terms and
conditions herein set forth.
Section 1. 02 . Definitions. Unless the context otherwise
requires, the terms defined in Section I of the Lease Agreement
and capitalized herein shall, for all purposes of this Trust
Agreement, have the meanings therein specified. In addition,
the terms defined in this Section 1. 02 shall have the meanings
herein specified for all purposes of this Trust Agreement
unless the context clearly otherwise requires.
(a) Insurance Company. The term "Insurance Company"
shall mean American Municipal Bond Assurance Corporation, the
insurer of the principal- -and interest payments on the
Certificates.
(b) Certificate Year. , The term "Certificate Year"
shall mean the twelve ( 12 ) month period of each year commencing
on the initial date of the Certificates .
(c ) City Representative and Corporation
Representative. The terms "City Representative" and
"Corporation Representative" mean the City Manager and the
President of the Board of Directors of the Corporation,
respectively, or such other persons authorized by the City
Council of the City or the members of the Corporation, as the
case may be, to act on behalf of the City or the Corporation,
respectively, under or with respect to this Trust Agreement or
other agreements related thereto.
(d) Cost of the Facilities. The term "Cost of the
Facilities" shall mean the cost of the acquisition (by lease or
otherwise) , construction and financing of the Facilities to and
including the date of completion, and shall include, without
limitation, the cost of acquisition of any land or interest
therein required for the facilities; the cost of any taxes or
assessments paid or to be paid in connection with the transfer
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9
of any property; the cost of any indemnity and surety bonds;
premiums on title insurance; the administrative expenses of the
Corporation, including, without limitation, compensation of
employees of the Corporation and consultants engaged in
supervision, inspection or testing of materials; legal fees;
fees and expenses of the Trustee during construction; fees and
expenses of the Trustee in connection with the preparation,
N issuance and delivery of the Certificates; interest on the
Certificates; the cost of issuance of the Certificates,
including expenses relating to registering or qualifying the
GO Certificates for distibution in any jurisdiction of the United
States; commissions, financing charges and fees and expenses of
attorneys, accountants, financial advisors and consultants; the
cost of audits; the cost of engineering, architectural
services, plans, specifications and surveys; the reimbursement
of all moneys, if any, advanced by the City or any other public
agency, instrumentality, commission or officer, from public
funds for the payment of any item or items which constitute a
part of the Cost of the Facilities; and such other costs and
expenses, whether or not specified herein, as may be necessary
or incidental to the acquisition, construction and financing of
the Facilities and the placing of the same in operation and
subsequent to placing the same in operation, and such other
costs and expenses for changes, alterations and additions to
the Facilities as may be requested by the City and authorized
by the Board of Directors.
(e) Maximum Annual Base Rental . The term "Maximum
Annual Base Rental" shall mean, at the time of computations,
the largest amount of Base Rental to be paid in a Certificate
Year during the remainder of the life of the Certificates as
shown on Exhibit B, of the Lease Agreement.
(f) Net Proceeds. The term "Net Proceeds" means any
insurance proceeds or condemnation award, paid with respect to
the Project, remaining after payment therefrom of all expenses
incurred in collection thereof.
(g) Project. The term "Project" means the Site
described on Exhibit D attached hereto and incorporated herein
and the Facilities constructed thereon, as more fully described
in the Lease Agreement.
(h) Outstanding. The term "Outstanding" means, when
used as of any particular time with respect to Certificates,
all Certificates theretofore executed and delivered by the
Trustee under this Agreement except:
( 1) Certificates theretofore cancelled by the
Trustee or surrendered to the Trustee for cancellation;
(2 ) Certificates for the payment or redemption
of which funds or eligible securities in the necessary amount
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shall have theretofore been deposited with the Trustee (whether
upon or prior to the maturity or redemption date of such
Certificates) , provided that, if such Certificates are to be
redeemed prior to maturity, notice of such redemption shall
have been given as provided in Section 3 . 14 or provision
satisfactory to the Trustee shall have been made for the giving
of such notice; and
(3 ) Certificates in lieu of or in exchange for
which other Certificates shall have been executed and delivered
by the Trustee pursuant to Section 3 . 09 .
(i ) Record Date. The term "Record Date" means the
fifteenth day preceding any interest payment date.
(j ) Reserve Requirement. The term "Reserve
Requirement" means an amount equal to the Maximum Annual Base
Rental .
(k) Unpaid Principal Balance. The term "Unpaid
Principal Balance" means the unpaid aggregate principal amount
of all Base Rental Payments.
Section 1 .03 . Rules of Construction. Words of the
masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Unless
the context otherwise indicates, words importing the singular
number shall include the plural number and vice versa, and
words importing persons shall include corporations and asso-
ciations, including public bodies, as well as natural persons.
The terms "hereby" , "hereof", "hereto" , "herein",
"hereunder" and any similar terms, as used in this Trust
Agreement, refer to this Trust Agreement.
Section 1. 04 Exhibits. The following Exhibits are
attached to, and by this reference made a part of this Trust
Agreement:
Exhibit A: Form of fully registered Certificates.
Section 1 . 05 . Authorization. Each of the parties hereby
represents and warrants that it has full legal authority and is
duly empowered to enter into this Agreement, and has taken all
actions necessary to authorize the execution of this Agreement
by the officers and persons signing it.
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ARTICLE II
ASSIGNMENT
t}=
Section 2 .01. Assi nment. Corporation, for g p good and
valuable consideration in hand received, does hereby sell,
assign and transfer to the Trustee, for the benefit of the
QD Owners of the Certificates executed and delivered under this
Trust Agreement, all of its rights, title and interest in and
to the Project, including its rights to receive Base Rental
Payments and Additional Rental Payments from City under the
Lease Agreement, insurance and condemnation proceeds, any
rentals received from reletting the Project, the right to
exercise such rights and remedies as are conferred on
Corporation by the Lease Agreement as may be necessary to
enforce payment of such Base Rental Payments when due or
otherwise protect its interests in the event of a default by
City, and all rights and remedies of Corporation as beneficiary
of all security granted to Corporation under the Lease
Agreement. The Base Rental Payments shall be applied, and the
rights so assigned shall be exercised, by the Trustee as
provided in this Trust Agreement. It is the intention of the
parties hereto that the assignment of the rights and interests
as set forth herein shall constitute a lien upon the Project.
Section 2 . 02 . Acceptance. The Trustee hereby accepts such
assignment for the purpose of securing such payments and rights
to the Owners of the Certificates delivered pursuant to this
Trust Agreement, and subject to the provisions of this Trust
Agreement.
Section 2 . 03 . Conditions. This Assignment shall impose no
duties upon the Trustee beyond those expressly provided in the
other provisions of this Trust Agreement.
ARTICLE III
THE CERTIFICATES OF PARTICIPATION
Section 3 . 01 Authorization. The Trustee is hereby
authorized and directed upon written request from Corporation
to execute and deliver to the original purchaser of the
Certificates, Certificates in an aggregate principal amount of
$11, 820, 000. The Certificates shall be designated the
Certificates of Participation (Cogeneration Facilities and
Police Building) .
Section 3 .02 . Date. Certificates delivered prior to
October 1, 1984 shall be dated as of April 1, 1984;
Certificates delivered on or after October 1, 1984 shall be
dated by the Trustee as of the preceding interest payment date,
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unless such date of delivery shall be an interest payment date,
in which case they shall be dated as of the date of delivery.
Section 3 . 03 . Maturity; Interest Rates. The Certificates
shall mature on April 1 and in the principal amounts, and
N interest with respect thereto shall be computed at the rates,
Tr as shown below:
V
Year of Interest Principal Year of Interest Principal
Maturity Rate Amount Maturity Rate Amount
1967 7.00% $150,000 1993 8.40% $365,000
1988 7.250 175,000 1994 8.600 435,000
1989 7.500 205,000 1995 8.800 470,000
1990 7.750 240,000 1996 9.00o 515,000
1991 8.000 275,000 1997 9.10% 560,000
1992 8.20% 320,000 1998 9.200 615,000
$7, 495, 000 9 .40% Term Certificates due April 1, 2006
The Certificates maturing on April 1, 2006 are sometimes
referred to herein as the "Term Certificates" .
Section 3 . 04. Certificates; Interest. The Certificates
shall be fully registered Certificates in the denomination of
$5, 000 or any integral multiple thereof. The Certificates
shall be numbered from R1 upwards in consecutive numerical
order.
Interest with respect to the Certificates shall be payable
on October 1, 1984, and thereafter semiannually on each April 1
and October 1 to and including the date of maturity or
redemption, whichever is earlier. The total interest paid on
October 1, 1984, April 1, 1985 and October 1, 1985 shall equal
the interest component of the Base Rental Payment coming due on
September 20, 1984, March 20, 1985 and a portion of the Base
Rental Payment coming due on September 20, 1985, respectively.
Thereafter, the total interest paid to Certificate owners on
each April 1 and October 1 shall equal the interest component
of the Base Rental payment coming due on the preceding March 20
and September 20, respectively.
Interest with respect to any Certificate shall be payable
from the interest payment date next preceding the date of
registration of transfer thereof, unless such date of
registration of transfer is an interest payment date, in which
event interest with respect thereto shall be payable from such
date of registration of transfer, or unless such date of
registration of transfer is prior to the first interest payment
date, in which event interest with respect thereto shall be
payable from April 1, 1984; provided, however, that if at the
time of registration of transfer of any Certificate, interest
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with respect thereto is in default, interest with respect
thereto shall be payable from the interest payment date to
which interest has previously been paid or made available for
payment. Payment of interest with respect to any Certificate
shall be made to the person appearing on the registration books
of the Trustee as the Owner thereof, -,such interest to be paid
�p by check or draft mailed to such Owner at his address as it
Q) appears on such registration books on the Record Date or at
such other address as he may have filed with the Trustee for
that purpose.
Section 3 . 05 Form. The Certificates and the corresponding
assignment shall be substantially in the forms set forth in
Exhibit A attached hereto and by this reference incorporated
herein.
Section 3 . 06. Execution. The Certificates shall be
executed by and in the name of the Trustee by the manual
signature of an authorized officer of the Trustee .
Section 3 . 07 Application of Proceeds of Sale of
Certificates . Upon the receipt of payment for the Certificates
when the same shall have been sold to the original purchaser
thereof, the proceeds thereof shall be paid to the Trustee and
shall be transferred and deposited as follows:
( 1) The Trustee shall deposit in the Certificate Fund
an amount equal to accrued interest on the Certificates from
April 1, 1984 to the date of delivery, if any, plus the set
forth amount in Section 7(g) of the Lease Agreement, and shall
be used to pay the interest on the Certificates on October 1,
1984, April 1, 1985 and a portion of the interest due on
October 1, 1985 .
(2) The Trustee shall deposit in the Reserve Fund
$1, 182, 000.
(3 ) The Trustee shall deposit in the Construction
Fund the balance of the Certificate proceeds. Said amount
shall be credited to each Account as follows:
Amount
Account of Deposit
Municipal Cogeneration Facility Account $4, 386, 193 .29
Sunrise Cogeneration Facility Account $2 , 051, 550 . 00
Police Facility Account $2 , 500, 000. 00
$8, 937, 743 .29
Section 3 . 08. Transfer and Exchange.
(a) Transfer of Certificates . The registration of
any Certificate may, in accordance with its terms, be
transferred upon the books required to be kept pursuant to the
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1
provisions of Section 3 . 17 by the person in whose name it is
registered, in person or by his duly authorized attorney, upon
surrender of such Certificate for cancellation, endorsed or
accompanied by delivery of a written instrument of transfer in
a form approved by the Trustee, duly executed by the registered
Owner or his duly authorized attorney.
fQ
Whenever any Certificate or Certificates shall be
cc surrendered for transfer, the Trustee shall execute and deliver
a new Certificate or Certificates.
No registration or transfer of Certificates shall be
required to be made during the fifteen days next preceding each
interest payment date or fifteen days preceding mailing the
redemption notice.
The Trustee shall deem and treat the person in whose
name any Outstanding Certificate shall be registered upon the
Certificate Register as the absolute owner of such Certificate,
whether such Certificate shall be overdue or not, for the
purpose of receiving payment of, or on account of, the
principal and interest payments with respect to such
Certificate for all other purposes, and in such payments so
made to any such registered owner or upon his order shall be
valid and effectual to satisfy and discharge the liability upon
such Certificate to the extent of the sum or sums so paid, and
neither City nor the Trustee shall be affected by any notice to
the contrary. The Trustee may require the payment by the
Certificate Owner requesting such exchange of any tax or other
governmental charge required to be paid with respect to such
exchange.
Section 3 . 09 . Certificates Mutilated Lost Destroyed or
Stolen. I£ any Certificate shall become mutilated, the
Trustee, at the expense of the Owner of said Certificate, shall
execute and deliver a new Certificate of like tenor and
maturity and numbered as the Trustee shall determine in
exchange and substitution for the Certificate so mutilated, but
only upon surrender to the Trustee of the Certificate so
mutilated. Every mutilated Certificate so surrendered to the
Trustee shall be cancelled by it and either delivered to the
City upon its order or destroyed. If any Certificate shall be
lost, destroyed or stolen, evidence of such loss, destruction
or theft may be submitted to the Trustee, and, if such evidence
is satisfactory to the Trustee and, if an indemnity
satisfactory to the the Trustee shall be given, the Trustee, at
the expense of the Certificate Owner, shall execute and deliver
a new Certificate of like tenor and maturity and numbered as
the Trustee shall determine in lieu of and in substitution for
the Certificate so lost, destroyed or stolen. The Trustee may
require payment of an appropriate fee for each new Certificate
delivered under this Section 3 .09 and of the expenses which may
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be incurred by the Trustee in carrying out the duties under
this Section 3 .09. Any Certificate issued under the provisions
of this Section 3 .09 in lieu of any Certificate alleged to be
lost, destroyed or stolen shall be equally and proportionately
entitled to the benefits of this Trust Agreement with all other
e� Certificates secured by this Agreement. The Trustee shall not
CNI
to be required to treat both the original Certificate and any
duplicate Certificate as being outstanding for the purpose of
determining the principal amount of Certificates which may be
executed and delivered hereunder or for the purpose of
determining any percentage of Certificates outstanding
hereunder, but both the original and duplicate Certificate
shall be treated as one and the same. Notwithstanding any
other provision of this Section 3 .09, in lieu of delivering a
new Certificate which has been mutilated, lost, destroyed or
stolen, and which has matured, or is about to mature, the
Trustee may make payment with respect to such Certificate.
Section 3 . 10. Paying Agent; Payment. The Trustee at its
main offices in Los Angeles and San Francisco, California, is
hereby appointed as paying agent for the Certificates. The
principal and redemption price of and interest with respect to
the Certificates shall be payable in lawful money of the United
States of America.
Section 3 . 11. Execution of Documents and Proof of
Ownership. Any request, direction, consent, revocation of
consent, or other instrument in writing required or permitted
by this Trust Agreement to be signed or executed by Certificate
Owners may be in any number of concurrent instruments or
similar tenor, and may be signed or executed by such Owners in
person or by their attorneys or agents appointed by an
instrument in writing for that purpose, or by any bank, trust
company or other depository for such Certificates. Proof of
the execution of any such instrument, or of any instrument
appointing any such attorney or agent, and of the holding and
ownership of Certificates shall be sufficient for any purpose
of this Agreement (except as otherwise herein provided) , if
made in the following manner:
(a) The fact and date of the execution by any Owner
or his attorney or agent of any such instrument and of any
instrument appointing any such attorney or agent, may be proved
by a certificate, which need not be acknowledged or verified,
of an officer of any bank or trust company located within the
United States of America, or of any notary public, or other
officer authorized to take acknowledgements of deeds to be
recorded in such jurisdictions, that the persons signing such
instruments acknowledged before him the execution thereof.
Where any such instrument is executed by an officer of a
corporation or association or a member of a partnership on
behalf of such corporation, association or partnership, such
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certificate shall also constitute sufficient proof of his
authority.
(b) The fact of the ownership of Certificates by any
Owner and the amount, the maturity and the numbers of such
Certificates and the date of his ownership of the same may be
Fa proved by reference to the Certificate Register maintained by
r,� the Trustee pursuant to Section 3 . 17 hereof. The Trustee may
CAD conclusively assume that such ownership continues until proper
transfer of ownership has been accomplished in accordance with
this Trust Agreement.
Nothing contained in this Article III shall be construed as
limiting the Trustee to such proof, it being intended that the
Trustee may accept any other evidence of the matters herein
stated which the Trustee may deem sufficient. Any request or
consent of the Owner of any Certificate shall bind every future
Owner of the same Certificate in respect of anything done or
suffered to be done by the Trustee pursuant to such request or
consent.
Section 3 . 12 . Redemption
(a) The Certificates shall not be subject to
redemption prior to their respective maturities except as set
forth in paragraphs (b) and (c) hereof.
(b) The Certificates maturing on or before April 1,
1994, are not subject to optional redemption prior to
maturity. The Certificates maturing on or after April 1, 1995
are subject to optional redemption prior to maturity on or
after April 1, 1994, at the option of the City, as a whole on
any interest payment date, from amounts deposited with the
Trustee by the City in furtherance of the exercise of the
City' s option to purchase the Project in accordance with
Section 26 of the Lease Agreement, or as a whole or in part
(but not in a total redemption amount of less than $50, 000) , on
any interest payment date, from any available source of funds
therefor, at the following prices expressed as percentages of
the principal amount to be received plus accrued interest to
the redemption date:
Period of Redemption
(both dates inclusive) Redemption Price
April 1, 1994 and October 1, 1994 102 .0%
April 1, 1995 and October 1, 1995 101.5%
April 1, 1996 and October 1, 1996 101. 0%
April 1, 1997 and October 1, 1997 100. 5%
April 1, 1998 and thereafter 100. 0%
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(c) The Certificates are subject to mandatory
redemption prior to maturity on any date, at par plus accrued
interest, if any, to the date of redemption, without premium,
(i ) from the Net Proceeds deposited by the Trustee in the
Insurance and Condemnation Fund, or (ii ) in the event of
termination of the Lease Agreement pursuant to Section 21
N thereof and the deposit by the Corporation or the Trustee of
CDthe proceeds of the sale of the Project in the Certificate Fund.
(d) The Term Certificates are subject to mandatory
redemption prior to maturity in part from sinking fund install-
ments made by the Trustee from the Certificate Fund on April 1,
1999 and on each October 1 and April 1 thereafter to and
including October 1, 2005, in an amount sufficient to redeem
the following principal amount of Term Certificates at a
redemption price equal to 100% of the principal amount thereof
plus accrued interest, if any, to the redemption date without
premium:
Year Principal
April 1 Amount
1999 $ 670, 000
2000 735, 000
2001 800, 000
2002 875, 000
2003 960, 000
2004 1, 050, 000
2005 1, 150, 000
2006 (maturity) 1,255, 000
Section 3 . 13 . Selection of Certificates for Redemption.
Whenever provision is made for the redemption of Certificates
pursuant to subsections (b) and (d) of Section 3 . 12 and less
than all outstanding Certificates are to be redeemed, the City
shall give the Trustee notice, at least seventy-five (75) days
before the redemption date (or such shorter period as may be
acceptable to the Trustee) , of the aggregate principal amount
of Certificates to be redeemed and the date of such
redemption. Upon receipt of such notice, the Trustee shall
select by lot the numbers of (or in the case of Certificates in
denominations larger than $500, 000, the numbers assigned
thereto as hereinafter provided) the Certificates (or portions
thereof) to be redeemed. For the purpose of any selection as
aforesaid (i ) Certificates shall be redeemed in inverse order
of maturity, and (ii ) the Trustee may, for each Certificate in
a denomination of more than $5, 000, assign one number for each
$5, 000 principal amount thereof. Whenever provision is made
for the redemption of Certificates pursuant to subsection (c)
of Section 3 . 12 that percentage of the Certificates to be
redeemed shall be redeemed pro rata from each maturity. If
necessary because of the redemption of Certificates pursuant to
subsection (c) of Section 3 . 12, the Base Rental payment
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schedule set forth in the Lease Agreement shall be adjusted to
provide for the timely payment of the Outstanding
Certificates. The Trustee shall promptly notify the City and
Corporation in writing of the serial numbers of the
Certificates so selected for redemption.
04 Section 3 . 14. Notice of Redemption. When redemption is
cc Q3 required pursuant to Section 3 . 12 (c) hereof, or in case the
City shall have given notice to the Trustee of its desire to
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exercise the right to redeem all or any part of the
Certificates pursuant to Sections 3 . 12 (a) or (b) hereof, the
Trustee shall give notice, at the expense ,of the City, of the
redemption of the Certificates. Such notice shall specify:
C (a) that the Certificates or a designated portion thereof (in
the case of redemption of a fully registered Certificate in
part but not in whole) are to be redeemed, (b) the date of
redemption, (c) the place or places where the redemption will
be made, (d) the redemption price, and (e) state that the
Trustee will require the Owner' s taxpayer' s identification
number certified under penalty of perjury that it is correct.
Such notice shall further state that on or after the specified
date, payment of the principal amount of the Certificates (or
portions thereof) to be redeemed, together with premium, if
any, and interest accrued to said date, the date of redemption
will be made at the offices of the Corporate Trust Department
of the Trustee, upon presentation and surrender of such
Certificates. Certificates so surrendered shall be accompanied
by instruments of transfer satisfactory to the Trustee, if it
shall so require, and that from and after such redemption date
interest with respect thereto shall cease to accrue.
Notice of such redemption shall be, after the moneys
therefor have been deposited in the Certificate Fund, mailed,
first-class postage prepaid to the respective Owners of the
Certificates designated for redemption at their last addresses
appearing on the Certificate registration books, at least
twenty-five days but not more than sixty days prior to the
redemption date, which notice shall, in addition to setting
forth the above information, set forth, in the case of each
registered Certificate called only in part, the portion of the
principal thereof which is to be redeemed. Any defect in the
giving of such notice or the mailing thereof shall not, except
as to an Owner of a Certificate to whom the Trustee failed so
to mail such notice or except as to an Owner of a Certificate
as to whom notice was materially defective, effect the validity
of the redemption of any Certificate (or portion thereof) .
Section 3 . 15. Partial Redemption. Upon surrender of any
Certificate redeemed in part only, the Trustee shall execute
and deliver to the Owner thereof, at the expense of City, a new
Certificate or Certificates of authorized denominations equal
in aggregate principal amount to the unredeemed portion of the
Certificate surrendered and of the same interest rate and the
same maturity. Such partial redemption shall be valid payment
of the amount thereby required to be paid to such Owner, and
the City, Corporation and the Trustee shall be released and
discharged from all liability to the extent of such payment.
Section 3 . 16. Effect of Notice of Redemption. Notice
having been given as aforesaid, and the moneys for the
redemption (including the interest to the applicable date of
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redemption) , having been set aside in the Certificate Fund,
the Certificates or portions thereof called for redemption
shall become due and payable on said date of redemption, and,
upon presentation and surrender thereof at the office or
offices specified in said notice, said Certificates shall be
paid at the redemption price.
If, on said date of redemption, moneys for the redemption
of all the Certificates to be redeemed, together with interest
�y to said date of redemption, shall be held by the Trustee so as
to be available therefor on such date of redemption, and, if
notice of redemption thereof shall have been given as
aforesaid, then, from and after said date of redemption,
interest with respect to the Certificates shall cease to accrue
and become payable. All moneys held by or on behalf of the
Trustee for the redemption of Certificates shall be held in
trust for the account of the Owners of the Certificates so to
be redeemed.
All Certificates paid at maturity or redeemed prior to
maturity pursuant to the provisions of this Article shall be
cancelled upon surrender thereof and delivered to or upon the
order of Corporation.
Section 3 . 17 . Certificate Register. The Trustee will keep
or cause to be kept, at the offices of its Corporate Trust
Department in Los Angeles, California, sufficient books for the
registration of transfer of the Certificates. Such register
shall at all times during regular business hours be open to
inspection by the :City and Corporation; and, the Trustee shall,
under such reasonable regulations as it may prescribe, make
exchanges or transfers of Certificates as hereinbefore provided.
Section 3 . 18. Temporary Certificates. Until the
definitive Certificates are prepared, the Trustee may execute
and deliver, in lieu of definitive Certificates, but subject to
the same provisions, limitations and conditions as the
definitive Certificates, except as to the denominations thereof
and as to exchangeability for registered Certificates, one or
more temporary Certificates registered as to principal and
interest, substantially of the tenor of the definitive
Certificates in lieu of which such temporary Certificate or
Certificates are issued, in denominations of $5, 000 or any
integral multiple thereof authorized, and with such omissions,
insertions and variations as may be appropriate to temporary
Certificates. The Trustee shall execute and, upon the
surrender of such temporary Certificates, delivered in exchange
therefor, at the principal Corporate Trust Department of the
Trustee in Los Angeles or San Francisco, California, definitive
fully registered Certificates, of the same aggregate principal
amount and maturity as the temporary Certificates surrendered.
Until so exchanged, the temporary Certificates shall in all
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respects be entitled to the same benefits and security as
definitive Certificates issued pursuant to this Trust
Agreement. All temporary Certificates surrendered in exchange
for a definitive Certificate or Certificates shall be forthwith
a` canceled by Trustee.
Gt�
ARTICLE IV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS
Section 4. 01 . Establishment of Funds. There are hereby
established with the Trustee as special trust funds the
following funds and accounts:
a) Construction Fund
( 1) Municipal Cogeneration Facility Account
(2 ) Sunrise Cogeneration Facility Account
(3 ) Police Facility Account
b) Certificate Fund
c) Reserve Fund
d) Insurance and Condemnation Fund
The moneys in such Funds shall be maintained and applied by
the Trustee in the manner and subject to the provisions of this
Trust Agreement.
Section 4. 02 . Construction Fund. There shall be credited
to the appropriate Accounts within the Construction Fund from
the proceeds of sale of the Certificates the amounts designated
in Section 3 .07(3 ) hereof, as well as any other funds from time
to time deposited with the Trustee for such purpose. The
Trustee shall pay from the appropriate Accounts in the
Construction Fund the Facilities Costs, as hereinafter
provided, upon receipt of the following items with respect
thereto:
(a) in the case of payment of any Facilities Cost
pursuant to a construction contract or purchase order, a
payment request form, in substantially the form attached hereto
as Exhibit C, duly executed by a City Representative, with a
true copy of the Contractor' s statement attached, and/or bills
of sale for any component of the Facilities for which a bill of
sale may be delivered; and
(b) in the case of payment of any Facilities Cost
other than one pursuant to a construction contract or purchase
order, a payment request form, in substantially the form
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• •
attached hereto as Exhibit C, duly executed by a City
Representative.
The total amount of the Facilities Costs for each portion
of the Project to be paid pursuant to subsections (a) and (b)
of this Section 4. 02 shall not exceed the amount in the
appropriate Account in the Construction Fund; it being
W understood by all parties that should said portion of the
QD Facilities Costs payable pursuant to subsections (a) and (b) of
this Section 4.02 exceed the balance available in the
appropriate Account in the Construction Fund, such excess costs
4k, shall be paid by the City; provided, however, if there are
moneys available in the Municipal Cogeneration Facility Account
or the Sunrise Cogeneration Facility Account following the
completion of the construction of either of those Facilities,
any surplus money in either Account shall be transferred to the
other Account if needed to complete the other Facility. In no
event shall moneys in the Municipal Cogeneration Facility
Account and the Sunrise Cogeneration Facility Account be
transferred to the Police Facility Account nor shall excess
money in the Police Facility Account be transferred to either
of the Municipal Cogeneration Facility Account or the Sunrise
Cogeneration Facility Account.
Section 4. 03 . Certificate Fund.
( a) Except as provided in Section 4. 04, there shall be
deposited in the Certificate Fund all Base Rental Payments
received by the Trustee from the City, any moneys received by
the trustee pursuant to %Section 21 and Section 26 of the Lease
Agreement and any moneys required to be deposited therein
pursuant to this Trust Agreement. The moneys contained in the
Certificate Fund shall be applied by the Trustee for the
benefit of the Owners of the Certificates. The Trustee shall
promptly withdraw, on or prior to October 1, 1984 and on or
prior to each April 1 and October 1 thereafter the funds on
deposit in the Certificate Fund, in an amount equal to the
amounts of interest and principal, if any, due and payable to
the Owners of the Certificates, and shall cause the same to be
applied to the payment of interest and principal, if any, due
and payable to the Owners of the Certificates, in accordance
with the provisions of Article III of this Trust Agreement.
(b) The City shall be required to provide the Trustee only
moneys required to meet each Base Rental Payment, taking into
account those amounts contained in the Certificate Fund, which
shall be applied as a credit towards the Base Rental Payment
then due; and the Trustee shall, on each September 1 and
March 1 commencing September 1, 1984, give the City notice of
the amount of monies then on hand in the Certificate Fund.
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(c) If on any April 1 or October 1 on or after October 1,
1984 the amount on deposit in the Certificate Fund is
insufficient to make the payments of principal and interest
r. then due with respect to the Certificates, including amounts
trans£ered pursuant to Section 4. 04, the Trustee shall apply
the moneys on hand in the Certificate Fund first to the payment
of interest past due with respect to all Certificates, pro rata
if necessary, and second to the payment of that portion of the
principal with respect to each Certificate which is then past
due, pro rata if necessary.
(d) Any surplus remaining in the Certificate Fund, after
payment of all Certificates, including accrued interest (if
any) and payment of any applicable fees to the Trustee, or
provision for such payment having been made to the satisfaction
of the Trustee, shall then be remitted to the City upon the
Trustee' s receipt of a written request therefor.
Section 4. 04. Reserve Fund.
(a) There shall be deposited in the Reserve Fund from the
moneys paid to the Trustee pursuant to Section 3 . 07(2 ) ,
$1, 182, 000. Interest earned on money in the Reserve Fund shall
remain in the Reserve Fund until the amount therein is equal to
the Reserve Requirement. Such moneys shall be held in trust as
a reserve for the payment when due of all the Base Rental
Payments to be paid pursuant to the Lease Agreement, and shall
be used and applied only as hereinafter provided. The Trustee
shall, on or prior to each September 20 and March 20, transfer
any moneys on hand in the Reserve Fund in excess of the Reserve
Requirement to the Certificate Fund as a credit against the
City' s Base Rental Payment.
(b) If on any April 1 or October 1 the moneys on hand in
the Certificate Fund, after the transfer of any amounts
pursuant to Sections 4. 03 (a) and 4. 05, are not equal to the
amount of the Base Rental Payments then on hand therein for the
purpose of paying the Certificates as provided in Article III ,
the Trustee shall then use the moneys on hand in the Reserve
Fund to make such payments on behalf of the City by
transferring the amount necessary for this purpose to the
Certificate Fund. Upon receipt of any delinquent Base Rental
Payment with respect to which moneys have been advanced from
the Reserve Fund, such Base Rental Payment shall be deposited
in the Reserve Fund to the extent of such advance.
(c) If the moneys in the Reserve Fund and the Certificate
Fund are equal to or greater than all Base Rental Payments due
during the entire remainder of the term of the Lease Agreement,
the Trustee shall transfer all amounts then on hand in the
Reserve Fund to the Certificate Fund to be applied to the
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payment of such Base Rental Payments as such Base Rental
Payments are due.
qM (d) In the event of termination of the Lease Agreement
pursuant to Section 21 of said Agreement, the subsequent sale
by the Trustee of the Project, and the deposit of the proceeds
therefrom by the Trustee into the Certificate Fund, the Trustee
shall transfer all amounts then on hand in the Reserve Fund to
the Certificate Fund, to be applied to the payment of Base
Rental Payments past due and coming due on behalf of the City
and to the redemption of the Certificates pursuant to Section
3 . 12 of this Agreement.
Section 4. 05 . Insurance and Condemnation Fund.
(a) Any Net Proceeds of any insurance against accident to
or destruction of any structure constituting any part of the
Project collected by the City or the Corporation in the event
of any such accident or destruction shall be deposited with the
Trustee in the Insurance and Condemnation Fund and shall be
applied and disbursed by the Trustee as follows:
( 1) I£ the City Representative shall file a
certificate with the Trustee stating that such proceeds are to
be utilized for the repair, reconstruction or replacement of a
damaged or destroyed portion of the Project, then Corporation
shall cause such portion of the Project to be repaired,
reconstructed or replaced to at least the same good order,
repair and condition as it was in prior to the damage or
destruction, insofar as the same may be accomplished by the use
of said Net Proceeds. The Trustee shall permit withdrawals of
said Net Proceeds from time to time upon receiving a
certificate of the City Representative, stating that the City
has expended moneys or incurred liabilities in an amount equal
to the amount therein requested to be paid over to it for the
purpose of such repair, reconstruction or replacement and
specifying the items for which such moneys were expended, or
such liabilities were incurred, in such reasonable detail as
the Trustee may in its discretion require.
(2 ) If the City Representative or Corporation
Representative shall file a certificate with the Trustee
stating that such proceeds are to be applied to the payment or
prepayment of Base Rental Payments and to be utilized for the
redemption of Certificates, then the Trustee shall transfer
such proceeds to the Certificate Fund to be applied to the
redemption of Certificates in the manner provided in Section
3 . 12 .
(b) All Net Proceeds received under any policy of title
insurance shall be deposited with the Trustee in the Insurance
04-06-84
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and Condemnation Fund and shall be applied and disbursed by the
Trustee as follows:
(1) In reliance upon a certificate from the City that
such title defect has not materially affected the operation of
the Project or the ability of the City to meet any of its
�y obligations under the Lease Agreement, the Trustee shall
00 transfer such proceeds to the Certificate Fund to be credited
towards the Base Rental Payments next required to be paid by
the City.
(2 ) If all or any portion of the Project shall have
been affected by such title defect, and in reliance upon a
certificate from the City that such title defect has materially
affected the operation of the Project or the ability of the
City to meet any of its obligations under the Lease Agreement,
the Trustee shall transfer such proceeds to the Certificate
Fund to be applied to the payment or prepayment of Base Rental
Payments and the redemption of Certificates in the manner
provided in Section 3 . 12, or to be applied to the acquisition
of real property so as to cure such title defect.
(3 ) After the entire amount of principal and interest
with respect to the Certificates has been paid in full and
after the payment of any amounts owing to the Trustee pursuant
to Section 6. 01 hereof, the Trustee shall pay the remainder of
such proceeds to the City.
(c) If all or any part of the Project or the Site shall be
taken by eminent domain proceedings (or sold to a government
threatening to exercise the power of eminent domain) the Net
Proceeds therefrom shall be deposited with the Trustee in the
Insurance and Condemnation Fund and shall be applied and
disbursed by the Trustee as follows:
(1) (i ) If the City determines that such eminent
domain proceedings have not materially affected the operation
of the Project or the ability of the City to meet any of its
obligations under the Lease Agreement or hereunder and has
disclaimed any award in condemnation or in compensation for the
acquisition, then no Net Proceeds shall be transmitted to the
Trustee.
(ii ) If the City has not disclaimed and if in the
opinion of an independent engineer obtained by the City
pursuant to Section 4.05(c) ( 1) (iv) hereof eminent domain
proceedings have not materially affected the operation of the
Project or the ability of the City to meet any of its
obligations under the Lease Agreement or hereunder, and such
proceeds are not needed for repair or improvement of the
Project, the Trustee shall transfer such proceeds to the
04-06-84
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Certificate Fund to be credited towards the Base Rental
Payments next required to be paid by the City.
(iii ) If such eminent domain proceedings have not
materially affected the operation of the Project or the ability
of the City to meet any of its obligations under the Lease
Agreement or hereunder, and if such proceeds are needed for
i repair or improvement of the Project, the Trustee shall pay to
00 the City, or upon its order, from said proceeds such amounts as
the City may expend for such repair or improvement, upon the
filing with the Trustee the requisitions of the City
Representative pertaining to disbursement, together with such
certificates of architects or engineers and other documents as
the Trustee may at its discretion request as support for or
evidence of payments to be made from such disbursements.
(iv) The Trustee may obtain, but shall not be
required to obtain, at the expense of the City, the report of
an independent engineer or other independent professional
consultant.
(2 ) If less than all of the Project and the Site
shall have been taken in such eminent domain proceedings, and
if in the opinion of an independent engineer obtained by the
City pursuant to Section 4. 05(c) ( 1) (iv) hereof such eminent
domain proceedings have materially affected the operation of
the Project or the ability of the City to meet any of its
obligations under the Lease Agreement, the Trustee shall
transfer such proceeds to the Certificate Fund to be applied to
the payment or prepayment of Base Rental Payments and the
redemption of Certificates in the manner provided in Section
3 . 12 .
(3) (i ) If all of the Project and the Site shall
have been taken in such eminent domain proceedings and if such
proceeds, together with any other moneys then available to the
Trustee for the purpose, are sufficient to provide for the
payment of the entire amount of Base Rental Payments then due
or to become due, the Trustee shall transfer such proceeds to
the Certificate Fund to be applied to the payment of such Base
Rental Payments and the redemption of Certificates in the
manner provided in Section 3 . 12 .
(ii) If all of the Project and the Site shall
have been taken in such eminent domain proceedings and if such
proceeds, together with any other moneys then available to the
Trustee for the purpose, are insufficient to provide moneys for
the purposes specified in paragraph ( 1) of this subsection (c) ,
the Trustee shall deposit such proceeds in the Certificate Fund
to be applied to the payment of Base Rental Payments.
04-06-84
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(4) After all of the Certificates have been retired
and the entire amount of principal and interest with respect to
the Certificates have been paid in full and after the payment
of any amounts owing to the Trustee pursuant to Section 6 . 01
hereof, the Trustee shall pay the remainder of such Net
Proceeds to the City.
Section 4. 06. Non-Presentment of Certificates. In the
event any Certificate shall not be presented for payment when
W
the principal thereof becomes due, either at maturity or
otherwise, or at the date fixed for redemption thereof, if
monies sufficient to pay such Certificate shall have been
deposited in the Certificate Fund, all liability of the City to
the Owner thereof for the payment of such Certificate shall
forthwith cease, terminate and be completely discharged, and
thereupon it shall be the duty of the Trustee to hold such
monies, without liability for interest thereon, for the benefit
of the Owner of such Certificate who shall thereafter be
restricted exclusively to such monies, for any claim of
whatever nature on his part under this Trust Agreement or on,
or with respect to, said Certificate.
Any monies so deposited with and held by the Trustee not so
applied to the payment of Certificates within six years after
the date on which the same shall have become due shall be paid
by the Trustee to the City, free from the trusts created by
this Trust Agreement, upon receipt of a written request of the
City. Thereafter, Owners shall be entitled to look only to the
City for payment, and then only to the extent of the amount so
repaid by the Trustee. The City shall not be liable for any
interest on the sums paid to it pursuant to this section and
shall not be regarded as a trustee of such money.
ARTICLE V
MONEYS IN FUNDS; INVESTMENT
Section 5 . 01 . Held in Trust. The moneys and investments
held by the Trustee under this Agreement are irrevocably held
in trust for the benefit of the Owners of the Certificates and
for the purposes herein specified, and such moneys, and any
income or interest earned thereon, shall be expended only as
provided in this Agreement, and shall not be subject to levy or
attachment or lien by or for the benefit of any creditor of
either Corporation or the City or any Owner of Certificates, or
any of them.
Section 5.02 . Investments Authorized. Moneys held by the
Trustee hereunder shall be invested by the Trustee, as may be
directed by the City by telephone by 12 : 00 noon on the day
prior to the day the requested investment is to be made and to
04-06-84
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be followed with the request in writing, in Qualified
Investments. Such investments shall be registered in the name
of the Trustee, as Trustee, and held by the Trustee. The
Trustee may purchase or sell to itself or any affiliate, as
principal or agent, investments authorized by this Section.
Such investments and reinvestments shall be made giving full
hconsideration to the time at which funds are required to be
W available and to the highest yield which the Trustee deems
practicable giving due regard to the safety of such funds and
the date upon which such funds will be required for the uses
and purposes thereof as required by this Agreement. The
Trustee may act as agent in the making or disposing of any
investment.
Section 5 . 03 . Oualified Investments. "Qualified
Investments" shall mean: (i ) direct general obligations of the
United States of America; (ii ) obligations guaranteed by the
United States; (iii ) general obligations of the agencies and
instrumentalities of the United States; (iv) certificates of
deposit, time deposits or demand deposits with any bank or
savings institution having a combined capital (exclusive of
borrowed capital) and surplus of at least Ten Million Dollars
($10,000, 000) qualified as a depository of public funds in the
State of California, including the Trustee or any affiliate
thereof, provided that such certificates of deposit, time
deposits or demand deposits, if not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation, are fully secured by obligations
described in Clauses (i ) , (ii) , or (iii ) .
The Trustee may enter into agreements with itself or others
that provide for the repurchase of investments authorized under
this Article V at times which coincide with the times at which
moneys are required to be expended. The investments that are
the subject of such agreements shall be held as trust funds by
the Trustee or by a Federal Reserve Sank and shall be deemed at
all times to be part of the fund or account from which moneys
were used to purchase Qualified Investments. Such agreements
shall contain provisions which permit the Trustee to sell such
investments if the investments do not mature on dates which
coincide with the dates upon which the Trustee is required to
use or apply monies invested pursuant to such agreements. In
such event, the Trustee shall sell such investments at the best
price obtainable.
Section 5. 04 Report. The Trustee shall furnish to the
City, no less than quarterly, a report of all investments made
by the Trustee. The Trustee shall not be responsible or liable
for any loss suffered in connection with any investment of
funds made by it in accordance with this Section.
04-06-84
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Section 5 .05 Allocation of Earnings. Any income, profit
or loss on such investments shall be deposited in or charged to
the respective funds from which such investments were made, and
any interest on any deposit of funds shall be deposited in the
fund from which such deposit was made, except that (i ) prior to
the completion of construction of the Facilities interest
income or profit earned on money in the Certificate Fund shall
(a on each interest payment date be transferred to the
Construction Fund for deposit in the accounts thereof as
provided in Section 3 . 07(3 ) , and (ii ) any such interest, income
or profit from the Reserve Fund, after the Reserve Requirement
has been obtained, shall on or prior to September 1 and March 1
of each year be deposited in the Certificate Fund.
Section 5. 06. Valuation and Disposition of Investments.
For the purpose of determining the amount in any fund, all
Qualified Investments credited to such fund shall be valued at
the lower of cost or current market (exclusive of accrued
interest after the first interest payments following
purchase) . The Trustee may sell at the best price obtainable,
or present for redemption, any Qualified Investment so
purchased by the Trustee whenever it shall be necessary in
order to provide moneys to meet any required payment, transfer,
withdrawal or disbursement from the fund to which such
Qualified Investment is credited, and the Trustee shall not be
liable or responsible for any loss resulting from such
investment.
ARTICLE VI
THE TRUSTEE
Section 6. 01 . Compensation of the Trustee. The City shall
from time to time, on demand, pay to the Trustee reasonable
compensation for its services and shall reimburse the Trustee
for all its advances and expenditures, including but not
limited to advances to and fees and expenses of independent
appraisers, accountants, consultants, counsel, agents and
attorneys-at-law or other experts employed by it in the
exercise and performance of its powers and duties hereunder.
Such compensation and reimbursement shall be paid by the City
and amounts owing therefor shall constitute a first and prior
lien on all funds held by the Trustee.
Section 6 . 02 . Removal of Trustee. The City or Corporation
may by itself, or the holders of a majority in aggregate
principal amount of all Certificates then outstanding may by
written request, at any time and for any reason remove the
Trustee and any successor thereto, and shall thereupon appoint
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a successor or successors thereto, but any such successor shall
be a bank or trust company doing business and having an office
in Los Angeles, California, having a combined capital
(exclusive of borrowed capital) and surplus of at least Fifty
Million Dollars ($50, 000, 000) , and subject to supervision or
examination by federal or state authority. If such bank or
G0
b.
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trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any
supervising or examining authority above referred to, then for
the purposes of this Section the combined capital and surplus
of such bank or trust company shall be deemed to be its
combined capital and surplus set forth in its most recent
report of condition so published.
C�9 Section 6. 03 . Resignation of Trustee. The Trustee or any
successor may at any time resign by giving written notice to
the City and the Owners of its intention to resign and of the
proposed date of resignation, which shall be a date not less
„ than sixty (60) days after mailing of such notice, unless an
earlier resignation date and the appointment of a successor
Trustee shall have been or are approved by the Owners of a
majority in aggregate dollar amount of the Certificates then
outstanding.
Upon receiving such notice of resignation, the City shall
promptly appoint a successor Trustee by an instrument in
writing; provided however, that in the event the City fails to
appoint a successor Trustee within thirty (30) days following
receipt of such written notice or resignation, Corporation may
appoint a successor Trustee, and in the event that Corporation
fails to appoint a successor Trustee within 30 days following
the expiration of such initial 30-day period, the resigning
Trustee may petition the appropriate court having jurisdiction
to appoint a successor Trustee. Any resignation or removal of
the Trustee shall become effective upon acceptance of
appointment by the successor Trustee.
Section 6.04. Appointment of Agent. The Trustee may
appoint an agent to exercise any of the powers, rights or
remedies granted to the Trustee under this Agreement, and to
hold title to property or to take any other action which may be
desirable or necessary.
Section 6. 05 Merger or Consolidation. Any company into
which the Trustee may be merged or converted or with which it
may be consolidated or any company resulting from any merger,
conversion or consolidation to which it shall be a party or any
company to which the Trustee may sell or transfer all or
substantially all of its corporate trust business, provided
that such company shall be eligible under Section 6. 02 , shall
be the successor to the Trustee without the execution of filing
of any paper or further act, anything herein to the contrary
notwithstanding.
Section 6.06. Protection and Rights of the Trustee. The
Trustee shall be protected and shall incur no liability in
acting or proceeding in good faith upon any resolution, notice,
telegram, request, consent, waiver, certificates, statement,
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T • •
affidavit, voucher, bond, requisition or other paper or
document which it shall in good faith believe to be genuine and
to have been passed or signed by the proper board or person or
to have been prepared and furnished pursuant to any of the
provisions of this Agreement, and the Trustee shall be under no
�.f duty to make any investigation or inquiry as to any statements
C co
contained or matters referred to in any such instrument, but
Q1 may accept and rely upon the same as conclusive evidence of the
truth and accuracy of such statements. The Trustee shall not
be bound to recognize any person as an Owner of any Certificate
or to take any action at his request unless such Certificate
shall be deposited with the Trustee or satisfactory evidence of
the ownership of such Certificate shall be furnished to the
Trustee. The Trustee may consult with counsel, who may be
counsel to Corporation or the City, with regard to legal
questions and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action
taken or suffered by it hereunder in good faith in accordance
therewith.
The Trustee shall not be liable for any error in judgment
made in good faith by a responsible officer, unless it shall be
proved that the Trustee was negligent in ascertaining the
pertinent facts. The Trustee shall not be required to take
notice, or be deemed to have notice, of any default hereunder
(except an event of default as in Section 11 . 01 herein) unless
the Trustee has been notified in writing of such default.
The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a majority
in aggregate principal amount of the Certificates at the time
outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement.
Whenever in the administration of its duties under this
Agreement, 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)
shall be deemed to be conclusively proved and established by
the certificate of the City Representative or the Corporation
Representative and such certificate shall be full warranty to
the Trustee for any action taken or suffered under the
provisions of this Agreement upon the faith thereof, but in
this discretion the Trustee may, in lieu thereof, accept other
evidence of such matter or may require such additional evidence
as it may deem reasonable.
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The Trustee may become the Owner of the Certificates with
the same rights it would have if it were not Trustee; may
acquire and dispose of other bonds or evidence of indebtedness
of the City and enforce its rights as Owner thereof to the same
extent as if it were not Trustee hereunder; and may act as a
depositary for and permit any of its officers or directors to
act as a member of, or in any other capacity with respect to,
N any committee formed to protect the rights of Owners of
t0 Certificates, whether or not such committee shall represent the
Owners of the majority in principal amount of the Certificates
then outstanding.
The recitals, statements and representations by the City
and Corporation contained in this Agreement or in the
Certificates shall be taken and construed as made by and on the
part of the City and Corporation, as the case may be, and not
by the Trustee, and the Trustee does not assume, and shall not
have, any responsibility or obligation for the correctness of
any thereof.
The Trustee may execute any of the trusts or powers hereof
and perform the duties required of it hereunder by or through
attorneys, agents, or receivers, and shall be entitled to
advice of counsel concerning all matters of trust and its duty
hereunder, and the Trustee shall not be answerable for the
default or misconduct of any such attorney, agent, or receiver
selected by it with reasonable care. The Trustee shall not be
answerable for the execise of any discretion or power under
this Agreement or for anything whatever in connection with the
funds and accounts established hereunder, except only for its
own willful misconduct or gross negligence.
ARTICLE VII
TRANSFER OF TITLE TO CITY
Section 7. 01 . Transfer of Title. Upon (a) payment by the
City of all Base Rental Payments during the term of the Lease
Agreement, or (b) the exercise by the City of its option to
purchase the Project by depositing the applicable Prepayment
Price and other amounts with the Trustee in accordance with
Section 26 of the Lease Agreement, or (c) the redemption of the
Certificates pursuant to Section 3 . 12(c) (i ) hereof, all right,
title and interest of Corporation and the City in and to the
Project shall be conveyed to and vested in the City without the
necessity of any other instrument or document of conveyance,
and the City shall be deemed to have received transfer and
conveyance of title in and to the Project from Corporation.
Nothing herein is intended to prevent the City and Corporation
from entering into an Amendment to the Lease Agreement to
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accomplish any future refundings of the City' s obligations
under the Lease Agreement.
Section 7 . 02 . Discharge of Lien; Further Assurances.
Notwithstanding Section 7 .01, upon the transfer to the City of
N2 title in and to the Project pursuant to Section 7. 01 hereof,
the Trustee shall execute and deliver a grant deed to the City,
and shall execute and deliver any and all such further
00 instruments and assurances as may be reasonably necessary or
proper to consummate such transfer and such discharge.
ARTICLE VIII
MEETINGS OF CERTIFICATE OWNERS
Section 8. 01 . Certificate Holders' Meeting. If the
Trustee, the City or Corporation shall desire to obtain the
consent of the Certificate Holders in any proposed action, it
shall give notice to the Trustee calling a meeting of the
Certificate Holders for the purpose of considering the action,
the consent to which is desired.
Section 8. 02 . Notice of Meeting. Notice specifying the
purpose, place, date and hour of such meeting shall be mailed
by the Trustee to the Owners of the Certificates by first class
mail, postage prepaid, at their address appearing on the
Certificate registry books not less than sixty (60) days and
not more than ninety (90) days prior to the date fixed for the
meeting. Such notice shall set forth the nature of the
proposed action, consent to which is desired. The place, date
and hour of holding such meeting and the date or dates of
mailing such notice shall be determined by the Trustee in its
discretion.
The actual receipt by any Certificate Holder of notice of
any such meeting shall not be a condition precedent to the
holding of such meeting, and failure to receive such notice
shall not affect the validity of the proceedings thereat. A
certificate by the Trustee that the meeting has been called and
that notice thereof has been given as herein provided shall be
conclusive as against all parties and it shall not be open to
any Certificate Holder to show that he failed to receive actual
notice of such meeting.
Section 8.03 . Voting Qualifications. The Trustee shall
prepare and deliver to the chairman of the meeting a list of
names and addresses of the Owners of Certificates, with a
statment of the maturities and serial numbers of the
Certificates held by each of such Certificate Holders, and no
Certificate Holders shall be entitled to vote at such meeting
unless their names appear upon such list. No Certificate
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Holder shall be permitted to vote with respect to a larger
aggregate principal amount of Certificates than is set against
their names on such list, unless they shall produce the
Certificates upon which they desire to vote.
Section 8. 04. Trustee or City Owned Certificates. The
Trustee covenants that it will present at the meeting a
certificate or certificates, signed and verified by an
Authorized Officer of the Trustee and by the Treasurer of the
QD City, stating the maturities and serial numbers of all
Certificates owned by, or held for account of, the Trustee or
the City directly or indirectly. No person shall be permitted
at the meeting to vote any Certificate which it shall be
established at or prior to the meeting is owned by the Trustee
or the City, directly or indirectly, and no such Certificate
shall be counted in determining whether a quorum is present at
the meeting.
Section 6. 05 Quorum and Procedure. Representatives of at
least sixty percent (60%) in aggregate principal amount of the
Certificates then outstanding (exclusive of Trustee and City
owned Certificates, if any) shall be necessary to constitute a
quorum at any meeting of Certificate Holders, but less than a
quorum may adjourn the meeting from time to time, and the
meeting may be held as so adjourned without further notice,
whether such adjournment shall have been had by a quorum or by
less than a quorum. The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, and the
meeting shall be organized by the election of a permanent
chairman and secretary. At any meeting each Certificate Holder
shall be entitled to one vote for every $5, 000 principal amount
of Certificates with respect to which he shall be entitled to
vote as aforesaid, and such vote may be given in person or by
proxy duly appointed by an instrument in writing presented at
the meeting. The Trustee may attend any meeting of the
Certificate Holders, but shall not be required to do so.
Section 8. 06. Vote Required. At such meeting held as
aforesaid there shall be submitted for the consideration and
action of the Certificate Holders a statement of the proposed
action, consent to which is desired, and if such action shall
be consented to and approved by Certificate Holders holding at
least sixty percent (60%) in aggregate amount of the
Certificates then outstanding (exclusive of Trustee and City
owned Certificates) the chairman and secretary of the meeting
shall so certify in writing to the Trustee, and such
certificate shall constitute complete evidence of consent of
Certificate Holders under the provisions of this Agreement. A
certificate signed and verified by the chairman and the
secretary of any such meeting shall be conclusive evidence and
the only competent evidence of matters stated in such
certificate relating to proceedings taken at such meeting.
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ARTICLE IX
ASSIGNMENT; AMENDMENTS
Ce
Section 9. 01. Assignment. Except as p g p provided in Section
Gfj 2 . 01 and in Articles VI , VII and X, the rights and duties of
Q each of the parties under this Agreement shall not be
assignable to any person or entity without the written consent
of all of the parties; provided that under any circumstances
w. the consent of the Owners shall not be required.
Section 9 . 02 . Amendments. This Trust Agreement may be
amended in writing by agreement among all of the parties, but
no such amendment shall become effective as to the Owners of
Certificates then outstanding unless and until approved by the
Owners of a majority in aggregate principal amount of
Certificates Outstanding and to the Insurance Company; provided
that no such amendment shall impair the right of any Owner to
receive his proportionate share of any Base Rental Payment in
accordance with his Certificate. Notwithstanding the
foregoing, this Trust Agreement and the rights and obligations
provided thereby may also be modified or amended at any time
without the consent of any Owners of the Certificates, but only
( 1) for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained
in this Trust Agreement, (2 ) in regard to questions arising
under this Trust Agreement which the City may deem necessary or
desirable and not inconsistent with this Trust Agreement and
which shall not adversely affect the interests of the Owners of
the Certificates; or (3 ) for the purpose of selling additional
obligations to finance the construction, expansion, repair or
rehabilitation of the Project or to refinance the Certificates,
provided that neither the City nor Corporation is in default
with respect to this Agreement or the Lease Agreement. Through
a supplement or amendment to the Agreements, the City shall
obligate itself to increase the Base Rentals and Additional
Rentals in amounts sufficient to provide for the payment of the
principal and interest on the additional obligations when due
and to make all other necessary payments. Prior to the
delivery of such additional obligations, the Reserve Fund shall
be increased in an amount equal to the Reserve Requirement with
respect to all obligations which will then be outstanding;
provided that Corporation, the City and the Trustee shall not
be required to enter into such amendment unless it receives the
opinion of bond counsel whose opinion is acceptable by
underwriters in the marketing of tax-exempt obligations of
political subdivisions stating that the requirements of this
sentence shall have been met with respect to such amendment.
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ARTICLE X
COVENANTS; NOTICES
Section 10. 01 . City to Perform Lease Agreement. The City
Cc covenants and agrees with the Owners of the Certificates to
Ct perform all obligations and duties imposed on it under the
GD Lease Agreement, and to enforce such Agreement against
Corporation in accordance with its terms.
Section 10. 02 . City Budgets. The City agrees to furnish
to the Trustee and to the Insurance Company a copy of its final
budget as provided in Section 7(d) of the Lease Agreement.
Section 10.03 . Corporation to Perform Lease A reement.
Corporation covenants and agrees with the Owners of the
Certificates to perform all obligations and duties imposed on
it under the Lease Agreement, and pledges all of its rights
under the Lease Agreement to the Trustee for the benefit of the
Owners of the Certificates, subject to the rights of the City
therein as provided in this Agreement and the Lease Agreement.
Section 10. 04. Notice in Event of Late Lease Payments. If
the Trustee does not receive any Base Rental Payment on the
Payment Date on which it is due in accordance with the Lease
Agreement, the Trustee shall, after fourteen (14) business days
following such delinquency give telephonic and written notice
of such fact to the City and Corporation.
Section 10. 05 . Notice in Event of Default. In the event
the City is in default under Section 21 of the Lease Agreement,
the Trustee shall give notice of such default to the Owners of
Certificates and to the Insurance Company. Such notice shall
specify that the City is in default under Section 21 of the
Lease Agreement, together with a brief description of such
default. The Trustee in its discretion may withhold notice if
it deems it in the best interests of the Certificate Owners.
The notice provided for in this Section shall be given, within
fourteen (14) days of such occurrence of default.
Section 10. 06. Further Assurances. Corporation and the
City will make, execute and deliver any and all such further
resolutions, instruments and assurances as may be reasonable
necessary or proper to carry out the intention or to facilitate
the performance of this Agreement, and for the better assuring
and confirming unto the Owners of the Certificates the rights
and benefits provided herein.
Section 10. 07 . Maintenance of Insurance. The City shall
maintain or cause to be maintained, at all times while any of
the Certificates are outstanding, insurance policies in the
amounts, form and the coverage required pursuant to Section 11
of the Lease Agreement.
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Section 10. 08 . Title Insurance. The City will also
provide, as a part of the Project, upon the delivery of the
Certificates, a policy of title insurance insuring the
interests of the owners of the Certificates pursuant to the
Trust Agreement. Such policy shall be in form satisfactory to
the Trustee and in the amount of not less than Eleven Million
tp Eight Hundred Twenty Thousand Dollars ($11, 820, 000) .
ARTICLE XI
EVENT OF DEFAULT
Section 11 . 01 . Events of Default Defined. The following
shall be "events of default" under this Agreement and the terms
"events of default" and "default" shall mean, whenever they are
used in this Agreement, any one or more of the following events:
(a) Any event of default under the Lease Agreement,
as defined in Section 21 thereof.
(b) Failure by the City to observe and perform any
covenant, condition or agreement on its part to be observed or
performed under this Agreement, other than as such failure may
constitute an event of default under clause (a) of this
Section, for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied has
been given to the defaulting party by any other party hereto or
the Owners of not less than five percent (5%) in aggregate
principal amount of Certificates then outstanding; provided,
however, if the failure stated in the notice cannot be
corrected within the applicable period, such other parties and
Owners will not unreasonably withhold their consent to an
extension of such time if corrective action is instituted by
the defaulting party within the applicable period and
diligently pursued until the default is corrected.
Section 11 . 02 . Remedies on Default. Pursuant to this
Agreement, Corporation has assigned all of its rights and
interests under Section 21 of the Lease Agreement to the
Trustee. Upon the occurrence of and the failure of the City to
remedy any default specified in Sections 21(a) and 21(c) of the
Lease Agreement, the Trustee shall proceed, or upon the
occurrence and continuance of any other event of default
hereunder or under Sections 21(b) and (d) of the Lease
Agreement, the Trustee may proceed and upon written request of
the Owners of not less than a majority in aggregate principal
amount of Certificates then Outstanding and with the written
consent of the Insurance Company shall proceed, to exercise the
remedies set forth in Section 21 of the Lease Agreement.
Section 11 . 03 . No Remedy Exclusive. No remedy herein
conferred upon or reserved to the Trustee is intended to be
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exclusive and every such remedy shall be cumulative and shall
be in addition to every other remedy given under this Agreement
to the Trustee, and given under the Lease .Agreement to
Corporation and assigned under this Agreement to the Trustee,
�p or now or hereafter existing at law or in equity. No delay or
Q'J omission to exercise any right or power accruing upon any
default shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle the Trustee to
exercise any remedy reserved to it, it shall not be necessary
to give any notice other than such notice as may be required in
this Article or by law.
Section 11 .04. No Additional Waiver Implied by One
Waiver. In the event any provision contained in this Agreement
should be breached by a party and thereafter waived by another
party, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach
hereunder.
Section 11. 05. Application of Proceeds in Event of
Default. All payments received by the Trustee with respect to
the sale or lease of the Project upon the occurrence of an
event of default, and all damages or other payments received by
the Trustee from the enforcement of any rights and powers of
the Trustee under this Article, shall be deposited by the
Trustee in the Certificate Fund promptly upon the receipt
thereof and applied to the payment of the obligations of the
City under the Lease Agreement or under this Trust Agreement.
Section 11.06, Collection of Base Rental Payments. The
Trustee shall take any appropriate action to collect any Base
Rental Payment not paid when due upon written request and
authorization by the Owners of a majority in aggregate
principal amount of the Certificates then Outstanding and
unpaid, and upon being satisfactorily indemnified against any
expense and liability with respect thereto and receiving
payment for its fees and expenses.
Section 11. 07. Action By Owners. In the event the Trustee
fails to take any action to eliminate an occurrence of default
under Section 21 of the Lease Agreement, the Owners of a
majority in aggregate principal amount of Certificates then
outstanding may institute any suit, action, mandamus, or other
proceeding in equity or at law for the protection or
enforcement of any right under the Lease Agreement or this
Agreement, but only if such Certificate Owners have first made
written request of the Trustee after the right to exercise such
powers of right of action shall have occurred, and shall have
afforded the Trustee a reasonable opportunity either to proceed
to exercise the powers granted therein or granted under the law
or to institute such action, suit or proceeding in its name and
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unless also, the Trustee shall have been offered reasonable
security and indemnity against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee
shall have refused or neglected to comply with such request
Ny within a reasonable time.
L`
GD
QD ARTICLE XII
LIMITATION OF LIABILITY
Section 12 . 01 . Limited Liability of City. Except for the
payment of Base Rental Payments when due in accordance with the
Lease Agreement and the performance of the other covenants and
agreements of the City contained in said Agreement and this
Agreement, the City shall have no obligation or liability to
any of the other parties or to the Owners of the Certificates
with respect to this Agreement or the terms, execution,
delivery or transfer of the Certificates, or the distribution
of Base Rental Payments to the Owners by the Trustee.
Section 12 . 02 . No Liability of Corporation or City for
Trustee Performance. Neither the City nor Corporation shall
have any obligation or liability to any of the other parties or
to the Owners of the Certificates with respect to the
performance by the Trustee of any duty imposed upon it under
this Agreement.
Section 12 . 03 . No Liability of Corporation or Trustee for
Lease Payments By City. Except as provided herein, neither
Corporation nor the Trustee shall have any obligation or
liability to the Owners of the Certificates with respect to the
payment of the Base Rental Payments by the City when due, or
with respect to the performance by the City of any other
covenant made by it in the Lease Agreement.
Section 12 . 04. Limited Liability of Trustee. The Trustee
shall have no obligation or responsibility for providing
information to the Owners concerning the investment character
of the Certificates, for the sufficiency or collection of any
Base Rental Payments or other moneys required to be paid to it
under the Lease Agreement, or for the actions or
representations of any other party to this Agreement. The
Trustee shall have no obligation or liability to any of the
other parties or the Owners of the Certificates with respect to
this Agreement or the failure or refusal of any other party to
perform any covenant or agreement made by any of them under
this Agreement or the Lease Agreement, but shall be responsible
solely for the performance of the duties expressly imposed upon
it hereunder. The recitals of facts, covenants and agreements
contained herein and in the Certificates shall be taken as
statements, covenants and agreements of the City or Corporation
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i •
(as the case may be) , and the Trustee assumes no responsibility
for the correctness of the same, or makes any representations
as to the validity or sufficiency of this Agreement, the Lease
Agreement or of the Certificates, or shall incur any
responsibility in respect thereof, other than in connection
with the duties or obligations herein assigned to or imposed
upon it. The Trustee shall not be liable in connection with
CDthe performance of its duties hereunder, except for its own
Go negligence or willful default.
Section 12 . 05 . Indemnification. Corporation and the City
hereby indemnify and agree to save the Trustee harmless from
and against all claims, suits and actions brought against it,
or to which it is made a party, and from all losses and damages
suffered by it as a result thereof, where and to the extent
such claim, suit or action arises out of the actions of any
other party to this Agreement including but not limited to the
ownership, operation or use of the Project by the City. Such
indemnification shall not extend to claims, suits and actions
brought against the Trustee for failure to perform and carry
out the duties specifically imposed upon and to be performed by
it pursuant to this Agreement. In the event Corporation or the
City is required to indemnify the Trustee as herein provided,
Corporation or the City shall be subrogated to the rights of
the Trustee to recover such losses or damages from any other
person or entity.
Section 12 . 06. Opinion of Counsel . Before being required
to take any action, the Trustee may require: (a) an opinion of
independent counsel acceptable to the Trustee, which opinion
shall be made available to the other parties hereto upon
request, which counsel may be counsel to any of the parties
hereto, or (b) a certificate of any party hereto, or both,
concerning the proposed action. If it does so in good faith,
Trustee shall be absolutely protected in relying thereon.
Section 12 . 07 . Limitation of Rights to Parties and
Certificate Owners. Nothing in this Agreement or in the
Certificates expressed or implied is intended or shall be
construed to give any person other than the City, Corporation,
the Trustee, the Insurance Company and the Owners of the
Certificates, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any covenant,
condition or provision hereof; and all such covenants,
conditions and provisions are and shall be for the sole and
exclusive benefit of the City, Corporation, the Trustee and
said Owners.
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ARTICLE XIII
MISCELLANEOUS
Section 13 . 01. Defeasance. If all outstanding
"4 Certificates shall be paid and discharged in any one or more of
El% the following ways -
OD
( 1) by well and truly paying or causing to be paid
the principal of and interest with respect to all Certificates
Outstanding, as and when the same become due and payable;
(2) by depositing with the Trustee, in trust, at or
before maturity, money which, together with the amounts then on
deposit in the Certificate Fund and the Reserve Fund, is fully
sufficient to pay all Certificates Outstanding, including all
principal and interest; or
(3) by depositing with the Trustee, in trust,
Qualified Investments in such amount as will be sufficient,
together with the interest to accrue thereon and moneys then on
deposit in the Certificate Fund and the Reserve Fund together
with the interest to accrue thereon, be fully sufficient to pay
and discharge all Certificates (including all principal and
interest) at or before their respective maturity dates -
notwithstanding that any Certificates shall not have been
surrendered for payment, all obligations of Corporation, the
Trustee and the City under this Agreement with respect to all
Certificates shall cease and terminate, except only the
obligation of the Trustee to pay or cause to be paid to the
Owners of the Certificates not so surrendered and paid all sums
due thereon and the obligation of the Trustee to transfer title
to City as provided in Article VII, and the obligation of the
City to pay the Trustee the amounts owing to the Trustee under
Section 6.01 hereof.
Any funds held by the Trustee, at the time of one of the
events described above in subsection (1) (2) or (3 ) , which are
not required for the payment to be made to Owners, or for
payments to be made to -the Trustee by the City, shall be paid
over to the City.
Section 13 . 02 . Certificate Insurance. In the event that
the principal and redemption price, if applicable, and interest
due on the Certificates shall be paid by the Insurance Company
pursuant to a policy issued by the Insurance Company, the
assignment and pledge set forth in Section 2 . 01 and all
covenants, agreements and other obligations of the City and the
Corporation to the Owners of the Certificates shall continue to
exist and the Insurance Company shall be subrogated to the
rights of such Owners of the Certificates.
04-06-84
7394P/2168/05 -35-
Section 13 . 03 . Records. Prior to the full payment of
principal and interest due with respect to the Certificates,
the Trustee shall keep complete and accurate records of all
moneys received and disbursed under this Agreement, which shall
be available for inspection by the City, Corporation, the
tPInsurance Company, and any Owner, or the agent of any of them,
at any time during regular business hours.
00
Section 13 . 04. Notices. All written notices to be given
under this Agreement shall be given by mail to the party
entitled thereto at its address set forth below, or at such
address as the party may provide to the other party in writing
from time to time. Any such notice shall be deemed to have
been received forty-eight (48) hours after deposit in the
United States mail in first-class form, with postage fully
prepaid:
If to the City: City of Palm Springs
3200 Tahquitz-McCallum Way
Palm Springs, California 92262
Attention: City Manager
If to the
Corporation: City of Palm Springs Public Facilities
Corporation
3200 Tahquitz-McCallum Way
Palm Springs, California 92262
Attention: President
I£ to the Trustee: First Interstate Bank of California
707 Wilshire Boulevard
Los Angeles, California 90017
Attention: Corporate Trust Department
(W10-2 )
If to the Insurance
Company: American Municipal Bond Assurance
Corporation
One State Street Plaza, 17th Floor
New York, New York 10004
Section 13 . 05 . Governing Law. This Agreement shall be
construed and governed in accordance with the laws of the State
of California.
Section 13 . 06. Partial Invalidity. Any provision of this
Agreement found to be prohibited by law shall be ineffective
only to the extent of such prohibition, and shall not
invalidate the remainder of this Agreement.
04-06-84
7394P/2168/05 -36-
Section 13 . 07. Binding Effect; Successors. This Agreement
shall be binding upon and inure to the benefit of the parties
and their respective successors and assigns. Whenever in this
Agreement any party hereto is named or referred to, such
reference shall be deemed to include the successors or assigns
W thereof, and all covenants and agreements contained in this
OJ Agreement by or on behalf of any party hereto shall bind and
inure to the benefit of the successors and assigns thereof
whether so expressed or not.
Section 13 . 08. Execution in Counterparts. This Agreement
may be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the
same agreement.
Section 13 . 09. Destruction of Cancelled Certificates.
Whenever in this Agreement provision is made for the surrender
to or cancellation by the Trustee of any Certificates, the
Trustee shall destroy such Certificates and deliver a
certificate of such destruction to Corporation.
Section 13 . 10. Headings. The headings or titles of the
several Articles and Sections hereof, and any table of contents
appended to copies hereof, shall be solely for convenience of
reference and shall not affect the meaning, construction or
effect of this Agreement. All references herein to "Articles" ,
"Section" , and other subdivisions are to the corresponding
Articles, Sections or subdivisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first above written.
i'
FIRST INTERSTATE BANK OF
CALIFORNIA, ass Trustee
By -":'f -a
Vice Pre�y.deT1�
TO 7945 CA (8-74)
(Corporation) TITLE INSURANCE
ANDTRUST
STATE OF CALIFORNIA � gTlCen COMPANY
(-AUNTY OF Inc Angje ( SS.
C 1
TOn April 23 1984 before me, the undersigned, a Notary Public in and for said
State,personally appeared R. Lucl
known to me to be the Vj ce— President, and 4 R))Sj- k
wknown to me to be Trust Officer
xe�1,4 of the corporation that executed the within Instrument,
OTJx :known to me to be the persons who executed the within
a(:T_Instrumeut on behalf of the corporation therein named, and
N LrJacknowledged to me that such corporation executed the
0-16ithin instrument pursuant to its by-laws or a resolution of OC ICIAL ,EAL i
its board of directors. t,�\ M4
WITNESS my hand and official seal. ' "!r ",' I5I fV rub it G�luemn
�!1 I i ri}ISE n
i
Col,rn Eup. Ji.dy 1. 19;7
Signature <.�.f
--r -. - (This area for offwlal notarial seao
4
CITY OF PALM SPRINGS PUBLIC
FACIL7I7TIIEES_ COORPORATION
(SEAL)
Preseent
to ATTEST:
Secretary
CITY OF PALM SPRINGS
i
By � �
(SEAL) ay r, City — alm Springs
ATTEST:
City-"lerk, City of Palm Springs
04-06-84
7394P/2168/05 -38-
STATE OF CALIFORNIA )
ss.
.nw COUNTY OF RIVERSIDE )
V9 /r/
On this > f�, day of > > 1984, before me, the
QD undersigned, a Notary Publi and for said State, personally
appeared T known to me to be
the President and �LrF /_ /cn.uirE} known
to me to be the Secre ary of CITY OF PALM SPRINGS PUBLIC
FACILITIES CORPORATION, the non-profit public benefit
corporation that executed the within instrument, known to me to
be the persons who executed the within instrument on behalf of
such corporation, and acknowledged to me that such corporation
executed the within instrument pursuant to a resolution of its
board of directors.
WITNESS my hand and official seal .
OFFICIAL SEAL ✓
BELLE A LITTLETON / I�iP�� b
1a NOTARY PUBLIC -CALIFORNIA o ary u in -And or the
e RIVERSIDE COUNTY State of California
My comm. expires MAR 15, 1981'
(SE .x7'1`�,
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On this day of � <�,� 1984, before me, the
undersigned, a Notary Public in °and for said State, personally
appeared �Ip known to me to be
the Mayor and known to me to
be the City Clerk of—the CITY OF PALM SPRINGS, the municipal
corporation that executed the within instrument, known to me to
be the persons who executed the within instrument on behalf of
such corporation, and acknowledged to me that such corporation
executed the within instrument pursuant to a resolution of its
board of directors.
WITNESS my hand and official seal.
6 4 _r '/�l
Notctry Public in and for the
OFFICIAL SEAL State of California
OLIVE S MARSHALL
(SEAL) of LNOTARY PUBLIC - CAL CALIFORNIA 1
RIVERSIDE COUNTY
r, omm, expires JUN 1D, 1986
04-06-84
7209P/2168/05 -21-
EXHIBIT A
(Form of Certificate of Participation)
CERTIFICATE OF PARTICIPATION
(COGENERATION FACILITIES AND POLICE FACILITIES)
Evidencing an Allocable Share of the Holder
Hereof in Base Rental Payments to be Made by the
CITY OF PALM SPRINGS, CALIFORNIA
As Rental for Certain Property
Pursuant to the Lease Agreement with
the City of Palm Springs Public Facilities Corporation
$ No. R-
THIS IS TO CERTIFY THAT or registered
assigns, as the registered owner of this Certificate of
Participation (the "Certificate" ) is the owner of an undivided
percentage interest in the right to receive certain Base Rental
Payments under and defined in that certain Lease Agreement (the
"Lease Agreement" ) dated as of April 1, 1984, by and between
the City of Palm Springs Public Facilities Corporation, a
public nonprofit benefit corporation (the "Corporation" ) , and
the City of Palm Springs, California, a municipal corporation
organized and existing under and by virtue of the Constitution
and laws of the State of California (the "City" ) .
The registered owner of this Certificate is entitled to
receive, subject to the terms of the Lease Agreement, on
April 1, the sum
Dollars ($ ) designated as principal
coming due on said date, and to receive on October 1, 1984, and
semiannually thereafter on April 1 and October 1 of each year
until payment in full of said portion of principal, the owner' s
allocable share of the Base Rental Payments designated as
interest coming due on each of said dates; provided that
interest with respect hereto shall be payable from the interest
payment date next preceding the date of registration of this
Certificate (unless this Certificate is registered on an
interest payment date, in which event interest shall be payable
from such date of registration, or unless this Certificate is
registered prior to October 1, 1984, in which event interest
shall be payable from April 1, 1984) . Said allocable share of
the portion of the Base Rental Payments designated as interest
is the result of the multiplication of the aforesaid portion of
the Base Rental Payments designated as principal at the rate
04-06-84
7394P/2168/05 EXHIBIT A-1
of percent (_%) per annum. Said amounts are payable
in lawful money of the United States of America and (except for
interest which is payable by check or draft, mailed to the
Owner as shown on the registration books of the Trustee on the
Record Date) are payable at the Corporate Trust Department of
RFirst Interstate Bank of California, as Trustee (the
CD "Trustee" ) , in Los Angeles or San Francisco, California.
VJ
The City is authorized to enter into the Lease Agreement
pursuant to the laws of the State of California. The City has
entered into the Lease Agreement for the purpose of leasing
from the Corporation two Cogeneration Facilities and a Police
Facility and related and appurtenant facilities and property
(the "Project" ) . The Corporation has assigned its right to
receive Base Rental Payments to the Trustee pursuant to the
Assignment and Trust Agreement by and among the City, the
Corporation and the Trustee (the "Trust Agreement" ) , dated as
of April 1, 1984.
This Certificate has been executed and delivered by the
Trustee pursuant to the terms of the Trust Agreement.
Reference is hereby made to the Lease Agreement and the Trust
Agreement (copies of which are on file at said office of the
Trustee) for a description of the terms on which the
Certificates are delivered, and the rights thereunder of the
owners of the Certificates and the rights, duties and
immunities of the Trustee and the rights and obligations of the
City under the Lease Agreement, to all of the provisions of
which Lease Agreement and Trust Agreement the owner of this
Certificate, by acceptance hereof, assents and agrees.
The City is required under the Lease Agreement to pay Base
Rental Payments to the Trustee from any source of legally
available funds and has covenanted in the Lease Agreement to
make the necessary annual appropriations for such purpose.
The obligation of the City to pay Base Rental Payments does
not constitute an obligation of the City for which the City is
obligated to levy or pledge any form of taxation or for which
the City has levied or pledged any form of taxation. The
obligation of the City to pay Base Rental Payments does not
constitute an indebtedness of the City, the State of
California, or any of its political subdivisions within the
meaning of any constitutional or statutory debt limitation or
restriction.
To the extent and in the manner permitted by the terms of
the Trust Agreement, the provisions of the Trust Agreement may
be amended by the parties thereto with the written consent of
the holders of a majority in aggregate principal amount of the
Certificates then outstanding, and may be amended without such
consent under certain circumstances but in no event such that
the interests of the holders of the Certificates are adversely
04-06-84
7394P/2168/05 EXHIBIT A-2
affected, provided that no such amendment shall impair the
right of any holder to receive in any case such holder' s
proportionate share of any Base Rental Payment in accordance
da with such holder' s Certificate.
This Certificate is transferable by the owner hereof, in
GO person or by his attorney duly authorized in writing
, at said
office of the Trustee, but only in the manner, subject to the
limitations and upon payment of the charges provided in the
Trust Agreement and upon surrender and cancellation of this
Certificate. Upon such transfer a new Certificate or
Certificates without coupons, of authorized denomination or
denominations, for the same aggregate principal amount will be
issued to the transferree in exchange herefor.
The City, the Corporation and the Trustee may treat the
registered owner hereof as the absolute owner hereof for all
purposes, whether or not this Certificate shall be overdue, and
the City, the Corporation and the Trustee shall not be affected
by any notice to the contrary.
The Certificates are deliverable as fully registered
Certificates in the denomination of $5, 000 or any authorized
integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges, if any, as provided
in the Trust Agreement, Certificates may be exchanged for a
like aggregate principal amount of fully registered
Certificates of other authorized denominations.
The Certificates maturing on or before April 1, 1994, are
not subject to optional redemption prior to maturity. The
Certificates maturing on or after April 1, 1995 are subject to
optional redemption prior to maturity on or after April 1,
1994, at the option of the City, as a whole on any interest
payment date, from amounts deposited with the Trustee by the
City in furtherance of the exercise of the City' s option to
purchase the Project in accordance with Section 26 of the Lease
Agreement, or as a whole or in part (but not in a total
redemption amount of less than $50, 000) , on any interest
payment date, from any available source of funds therefor, by
lot in inverse order of maturity (if less than all of the
outstanding Certificates of any maturity are called for
redemption, such Certificates to be so redeemed shall be
selected by the Trustee by lot) , at the following prices
expressed as percentages of the principal amount to be redeemed
plus accrued interest to the redemption date:
04-06-84
7394P/2168/05 EXHIBIT A-3
Period of Redemption
(both dates inclusive) Redemption Price
April 1, 1994 and October 1, 1994 102 . 0%
qT April 1, 1995 and October 1, 1995 101. 5%
cc April 1, 1996 and October 1, 1996 101 . 0%
April 1, 1997 and October 1, 1997 100. 5%
April 1, 1998 and thereafter 100.0%
The Certificates are subject to mandatory redemption prior
to maturity on any date, at par plus accrued interest, if any,
to the date of redemption without premium, (i ) from the Net
Proceeds deposited by the Trustee in the Insurance and
Condemnation Fund, pursuant to Section 4. 05 of the Trust
Agreement, or (ii ) in the event of termination of the Lease
Agreement pursuant to Section 21 thereof and the deposit by the
Corporation or the Trustee of the proceeds of the sale of the
Project in the Certificate Fund.
The Certificates maturing on April 1, 2006 (the "Term
Certificates" ) are subject to mandatory redemption prior to
maturity in part from sinking fund installments made by the
Trustee from the Certificate Fund on April 1, 1999, and on each
October 1 and April 1 thereafter to and including April 1,
2006, in an amount sufficient to redeem the following principal
amount of Term Certificates at a redemption price equal to 100%
of the principal amount thereof, plus accrued interest, if any,
to the redemption date without premium:
Year Principal
April 1 Amount
1999 $ 670, 000
2000 735, 000
2001 800, 000
2002 875, 000
2003 960, 000
2004 1, 050, 000
2005 1, 150, 000
2006 (maturity) 1,255, 000
This Certificate shall not be entitled to any benefit under
the Trust Agreement or become valid for any purpose until the
certificate of authentication and registration hereon endorsed
shall have been signed by the Trustee. The Trustee has no
obligation to the Certificate Holders other than to make
payment of principal or interest pertaining to the
Certificates. The Trustee' s sole obligation is to administer,
for the benefit of the City, Corporation and Certificate
Holders the various funds created under the Trust Agreement.
04-06-84
7394P/2168/05 EXHIBIT A-4
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
things, conditions and acts required by the Constitution and
the statutes of the State of California and the Trust Agreement
to exist, to have happened and to have been performed precedent
to and in the execution and the delivery of this Certificate,
do exist, have happened and have been performed in due time,
form and manner, as required by law. For the purpose of this
P7 Certificate the Trustee has relied upon the opinion of counsel.
IN WITNESS WHEREOF, this Certificate has been executed and
delivered by First Interstate Bank of California, as Trustee,
acting pursuant to the Assignment and Trust Agreement.
DATE OF REGISTRATION:
FIRST INTERSTATE BANK OF
CALIFORNIA, as Trustee
By
Authorized Officer
04-06-84
7394P/2168/05 EXHIBIT A-5
(Form of Assignment to Appear on Certificates)
For value received the undersigned do(es) hereby sell,
assign and transfer unto
the within-mentioned Registered Certificate and hereby
firrevocably constitute( s) and appoint(s)
attorney, to transfer the same on the books of the Trustee with
full power of substitution in the premises.
Dated:
The signature(s) on this
Certificate must correspond with
the name(s) as written on the
face of the within Registered
Certificate in every particular,
without alteration or
enlargement or any change
whatsoever.
For Redemption or Transfer, a Tax Identification No. is
required.
The undersigned declares under penalty of perjury that the
undersigned' s Tax Identification No . is
04-06-84
7394P/2168/05 EXHIBIT A-6
will EXHIBIT B
ft?
go
C® PAYMENT REQUEST FORM
PERTAINING TO PAYMENT OF FACILITIES COSTS
PURSUANT TO CONSTRUCTION CONTRACT OR PURCHASE ORDER
The Trustee is hereby requested to pay from the appropriate
Account in the Construction Fund hereafter designated
established by the Trust Agreement dated as of April 1, 1984,
by and among the Trustee, the City and Corporation, to the
person or corporation designated below as payee, the sum set
forth below such designation, in payment of the Facilities
Costs described below and as shown on the accompanying progress
payment statement or invoice. The amount shown below is due
and payable under a purchase order or construction contract
with respect to the item of Facilities Cost described below
which purchase order or construction contract is on file in the
office of the City and has not formed the basis of any prior
request for payment.
Payee:
Address :
Amount:
Description of Item of Facilities Cost:
Account to be credited:
Municipal Cogeneration Facility Account:
Sunrise Cogeneration Facility Account:
Police Facility Account:
Dated: , 19
I hereby certify that I am an authorized City
Representative as defined in the Lease Agreement dated April 1,
1984, by and between Corporation and the City.
No.
City of Palm Springs, California
Title:
(Attach duplicate original of Payee' s statement)
04-06-84
7394P/2168/05 EXHIBIT B
EXHIBIT C
C\�
CD PAYMENT REQUEST FORM
co PERTAINING TO PAYMENT OF FACILITIES COSTS OTHER THAN
THOSE PURSUANT TO CONSTRUCTION CONTRACT OR PURCHASE ORDER
The Trustee is hereby requested to pay from the appropriate
Account in the Construction Fund established by the Trust
Agreement dated as of April 1, 1984, by and among the Trustee,
the City and Corporation, to the person or corporation
designated below as payee, the sum set forth below such
designation, in payment of the Facilities Costs described below
and as shown on the accompanying invoice. The amount shown
below is due and payable and constitutes a Facilities Cost as
defined in the Lease Agreement dated April 1, 1984, by and
between the City and Corporation and has not formed the basis
of any prior request for payment.
Payee:
Address:
Amount:
Description of Item or Facilities Cost:
Account to be credited:
Municipal Cogeneration Facility Account:
Sunrise Cogeneration Facility Account:
Police Facility Account:
Dated: 19
I hereby certify that I am an authorized City
Representative as defined in the Lease Agreement dated April 1,
1984 by and between Corporation and the City.
No.
City of Palm Springs, California
Title:
(Attach duplicate original of Payee' s statement)
04-06-84
7394P/2168/05 EXHIBIT C
EXHIBIT D
N PROPERTY DESCRIPTION
t.
CG
OD
SUNRISE PLAZA COGENERATION
The Northerly 200.00 feet of the South % of the Westerly 200.00 feet of
Lot 26 in Section 13, Township 4 South, Range 4 East, San Bernardino Base
and Meridian, in the City of Palm Springs, County of Riverside, State of
California.
MUNICIPAL COMPLEX COGENERATION
That portion of Lot 16 in Section 13, Township 4 South, Range 4 East, San
Bernardino Base and Meridian, as shown on Map of Palm Valley Colony Lands,
according to Map thereof recorded in Book 14, Page 652 of Maps, Records
of San Diego County, California, being in the City of Palm Springs, County
of Riverside, State of California, described as follows:
Commencing at the East -, corner of said Section 13; thence
North 0°05'24" East, along the East line of said Section 13,
a distance of 574.67 feet; thence North 89°54' 36" West, a
distance of 44.00 feet to the true point of beginning; thence
North 0°05'24" East, a distance of 184.33 feet; thence North
89°54'36" West, a distance of 150.00 feet; thence South 0°05' 24"
West, a distance of 184. 33 feet; thence South 89°54' 36" East,
a distance of 150.00 feet to the true point of beginning.
POLICE FACILITY
That portion of Parcel 2 as shown on Parcel Map No. 15576, according to
Map thereof recorded in Book 81 , pages 27 and 38 of Parcel Maps , Records
of Riverside County, California, laying Northerly of a line that is parallel
with and 350.00 feet Southerly of the center line of Tahquitz-McCallum
Way as said center line as shown on said Parcel Map No. 15576.
04-06-84
7209P/2168/05 EXHIBIT D