HomeMy WebLinkAboutRedline Trust Agreement - City of San Luis Obispo 2018 LRRBOH&S Draft 1/2229/18
TRUST AGREEMENT
between the
SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Dated as of MarchApril 1, 2018
$[__________]
San Luis Obispo Public Financing Authority
Lease Revenue Refunding Bonds,
Series 2018
THIS TRUST AGREEMENT, dated as of MarchApril 1, 2018 (the “Trust
Agreement”), between U.S. Bank National Association, a national banking association duly
organized and existing under and by virtue of the laws of the United States of America, as Trustee
(the “Trustee”), and the SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY (the
“Authority”), a public entity and agency, duly organized and existing pursuant to an Agreement
entitled “Joint Exercise of Powers Agreement” by and between the City of San Luis Obispo and
the Parking Authority of the City of San Luis Obispo (the “City”),
W I T N E S S E T H:
WHEREAS, the Authority is a joint exercise of powers authority duly organized
and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code
of the State of California;
WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government
Code of the State of California authorizes and empowers joint powers authorities to issue bonds to
assist local agencies in financing projects and programs consisting of certain public improvements
or working capital or liability and other insurance needs whenever a local agency determines that
there are significant public benefits from so doing;
WHEREAS, the City previously entered into a lease agreement (the “1996 Lease”)
with the City of San Luis Obispo Capital Improvement Board (the “Board”) for the purpose of
financing the acquisition and construction of various properties to be used for municipal purposes
of the City;
WHEREAS, the Board previously issued its 1996 Lease Revenue Bonds (County
of San Luis Obispo, California) (the “1996 Bonds”) pursuant to an Indenture of Trust dated as of
June 1, 1996, by and between the Board and First Trust of California, as trustee, in the aggregate
principal amount of $7,100,000;
WHEREAS, the City previously further entered into a lease agreement (the “2005
Lease”) with the Board for the purpose of refinancing the 1996 Lease and to allow for the
defeasance and refunding of the outstanding 1996 Bonds;
WHEREAS, the Board previously further issued its 2005 Refunding Lease
Revenue Bonds (the “2005 Bonds”) pursuant to an Indenture of Trust dated as of May 1, 2005, by
and between the Board and U.S. Bank National Association, as trustee, in the aggregate principal
amount of $6,550,000;
WHEREAS, the City previously further entered into a lease agreement (the “2006
Lease”) with the Board for the purpose of financing the acquisition and construction of facilities
located in the City to be used for public parking and City administrative office purposes;
WHEREAS, the Board previously further issued its 2006 Lease Revenue Bonds
(919 Palm Street Public Parking and City Office Project) (the “2006 Bonds”) pursuant to an
Indenture of Trust dated as of April 1, 2006, by and between the Board and U.S. Bank National
Association, as trustee, in the aggregate principal amount of $16,160,000;
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WHEREAS, the City previously further entered into a lease agreement (the “2009
Lease” and, collectively with the 2005 Lease and the 2006 Lease, the “Prior Leases”) with the
Board for the purpose of financing the acquisition and construction of facilities located in the City
to be used for a public safety dispatch center and Fire Department storage facility, and
improvements to the City’s radio system for public safety communications purposes;
WHEREAS, the Board previously further issued its 2009 Lease Revenue Bonds
(Public Safety Communications and Emergency Operations Center Project) (Bank Qualified) (the
“2009 Bonds” and, collectively with the 2005 Bonds and the 2006 Bonds, the “Prior Bonds”)
pursuant to an Indenture of Trust dated as of March 1, 2009, by and between the Board and U.S.
Bank National Association, as trustee, in the aggregate principal amount of $10,705,000;
WHEREAS, the City proposes to refinance the Prior Leases to allow for the
defeasance and refunding of the Prior Bonds;
WHEREAS, the City has determined that the consummation of the transactions
contemplated in the Site Lease and Facility Lease (each as hereinafter defined), including the lease
from the City of the Leased Property (as hereinafter defined) and lease back to the City of the
Leased Property, and this Trust Agreement will result in significant public benefits;
WHEREAS, the Authority is empowered pursuant to the aforementioned Article 4
to issue its bonds and to apply t he proceeds thereof to assist in refinancing the Prior Leases to allow
for the defeasance and refunding of the Prior Bonds;
WHEREAS, in order to reduce the borrowing costs of the Authority, and to provide
the funds necessary to refinance the Prior Leases and defease and refund the Prior Bonds, the
Authority’s Lease Revenue Refunding Bonds, Series 2018 (the “Series 2018 Bonds”) shall be
issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of State
of California and this Trust Agreement;
WHEREAS, in order to provide for the authentication and delivery o f the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and secured
and to secure the payment of the principal thereof and premium, if any, and interest thereon, the
Authority has authorized the execution and delivery of this Trust Agreement;
WHEREAS, all acts and proceedings required by l aw necessary t o make the Bonds,
when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the
valid, binding and legal obligations of the Authority payable in accordance with their terms, and to
constitute this Trust Agreement a valid and binding agreement of the parties hereto for the uses and
purposes herein set forth in accordance with its terms, have been done and taken, and the execution
and delivery of this Trust Agreement have been in all respects duly authorized;
NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, that in order
to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any t ime
issued and outstanding under this Trust Agreement, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth, and to
declare the terms and conditions upon and subject to which the Bonds are to be issued and
received, and in consideration of the premises and of the mutual covenants herein contained and of
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the purchase and acceptance of the Bonds by the holders thereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant
and agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds,
as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01 Definitions. Unless the context otherwise requires, the
terms defined in this section shall for all purposes hereof and of any Supplemental Trust
Agreement and of any certificate, opinion, request or other document herein or therein mentioned
have the meanings herein specified:
Act
The term “Act” means the Joint Exercise of Powers Act (being Chapter 5 of
Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory
thereof or supplemental thereto.
Additional Payments
The term “Additional Payments” shall have the meaning ascribed to such term in
the Facility Lease.
Authority
The term “Authority” means the San Luis Obispo Public Financing Authority
created pursuant to the Act and its successors and assigns in accordance herewith.
Base Rental Payments
The term “Base Rental Payments” shall have the meaning ascribed to such term in
the Facility Lease.
Board
The term “Board” means the City of San Luis Obispo Capital Improvement Board.
Bonds, Additional Bonds, Serial Bonds, Term Bonds
The term “Bonds” means the Series 2018 Bonds and all Additional Bonds. The
term “Series 2018 Bonds” means the San Luis Obispo Public Financing Authority Lease Revenue
Refunding Bonds, Series 2018 authorized by and at any time Outstanding pursuant hereto and
executed, issued and delivered in accordance with Article II. The term “Additional Bonds” means
all bonds of the Authority authorized by and at any time Outstanding pursuant hereto and
executed, issued and delivered in accordance with Article III. The term “Serial Bonds” means
Bonds for which no sinking fund payments are provided. The term “Term Bonds” means Bonds
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which are payable in part on or before their specified maturity dates from sinking fund payments
established for that purpose and calculated to retire such Bonds on or before their specified
maturity dates.
Bond Year
The term “Bond Year” means the twelve-month period ending on May 31 of each
year to which reference is made (except that the first Bond Year shall commence on the Dated
Date and end May 31, 2018).
Business Day
The term “Business Day” means any day other than a Saturday or Sunday or day
upon which the Trustee is authorized by law to remain closed.
Certificate of the Authority
The term “Certificate of the Authority”means an instrument in writing signed by
the Treasurer of the Authority, Chairperson of the Authority, the Executive Director of the
Authority, the designee of any such officer, or by any other officer of the Authority duly
authorized by the Authority for that purpose.
Certificate of the City
The term “Certificate of the City” means an instrument in writing signed by the
Mayor of the City, City Manager of the City, or by either of such officers duly appointed designee,
or by any other officer of the City d uly authorized by the City Council of the City for that purpose.
City
The term “City” means the City of San Luis Obispo, California, a municipal
corporation organized and existing under its charter and the Constitution of the State of California.
Code
The term “Code” means the Internal Revenue Code of 1986.
Costs of Issuance
The term “Costs of Issuance” means all items of expense directly or indirectly
payable by or reimbursable to the City or the Authority and related to the authorization, execution
and delivery of the Site Lease, the Facility Lease, the Trust Agreement and the sale of the Bonds,
including, but not limited to, costs of preparation and reproduction of documents, costs of rating
agencies and costs to provide information required by rating agencies, filing and recording fees,
initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of
consultants and professionals, fees and charges for preparation, execution and safekeeping of the
Bonds, title search and title insurance fees, fees of the Authority and any other authorized cost,
charge or fee in connection with the issuance of the Bonds.
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Costs of Issuance Fund
The term “Costs of Issuance Fund” means the fund by that name established
pursuant to Section 2.11(a).
Dated Date
The term “Dated Date” means [___________], 2018, the date of initial
authentication and delivery of the Series 2018 Bonds.
Debt Service
The term “Debt Service” means, for any Fiscal Year or other period, the sum of (1)
the interest accruing during such Fiscal Year or period on all Outstanding Bonds, assuming that all
Outstanding Serial Bonds are retired as scheduled and that all Outstanding Term Bonds are
redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest
is to be paid from the proceeds of sale of any Bonds), (2) that portion of the principal amount of all
Outstanding Serial Bonds maturing on the next succeeding principal payment date that would have
accrued during such Fiscal Year or period if such principal amount were deemed to accrue daily i n
equal amounts from the next preceding principal payment date or during the year preceding the
first principal payment date, as the case may be, and (3) that portion of the principal amount of all
Outstanding Term Bonds required to be redeemed or paid on the next succeeding redemption date
(together with the redemption premiums, if any, thereon) that would have accrued during such
Fiscal Year or period if such principal amount (and redemption premiums) were deemed to accrue
daily in equal amounts from the next preceding redemption date or during the year preceding the
first redemption date, as the case may be.
Defeasance Obligations
The term “Defeasance Obligations” means any of the following:
(1)Cash;or
(2)Obligations of, or obligations duly guaranteed as to the timely payment of
principal and interest by, the United States or any agency or instrumentality thereof, when such
obligations are backed by the full faith and credit of the United States, including
U.S. Treasury obligations
All direct or fully guaranteed obligations
Farmers Home Administration
General Services Administration
Guaranteed Title XI financing
Government National Mortgage Association (GNMA)
State and Local Government Series
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Event of Default
The term “Event of Default” shall have the meaning ascribed to such term in
Section 8.01.
Facility Lease
The term “Facility Lease” means that certain lease, entitled “Facility Lease,”
between the Authority and the City, dated as of MarchApril 1, 2018, which lease or a
memorandum thereof was recorded in the office of the County Recorder of San Luis Obispo
County on [__________],2018 under Recorder’s Serial No. [________], as originally executed
and recorded or as it may from time to time be supplemented, modified or amended pursuant to the
provisions hereof and thereof.
Fiscal Year
The term “Fiscal Year” means the twelve-month period terminating on June 30 of
each year, or any other annual accounting period hereafter selected and designated by the
Authority as its Fiscal Year in accordance with applicable law.
Holder
The term “Holder” means any person who shall be the registered owner of any
Outstanding Bond.
Independent Certified Public Accountant
The term “Independent Certified Public Accountant” means any certified public
accountant or firm of such accountants duly l icensed and entitled to practice and practicing as such
under the laws of the State or a comparable successor, appointed and paid by the Authority, and
who, or each of whom --
(1)is in fact independent according to the Statement of Auditing
Standards No. 1 and not under the domination of the Authority or the City;
(2)does not have a substantial financial interest, direct or indirect, in
the operations of the Authority or the City; and
(3)is not connected with the Authority as a member, officer or
employee of the Authority or the City, but who may be regularly retained to audit the
accounting records of and make reports thereon to the Authority or the City.
Interest Account
The term “Interest Account” means the account by that name established pursuant
to Section 4.03.
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Interest Payment Date
The term “Interest Payment Date” means a date on which interest is due on the
Bonds, being June 1 and December 1 of each year to which reference is made, commencing on
[June 1, 2018].
Joint Powers Agreement
The term “Joint Powers Agreement” means the Joint Exercise of Powers
Agreement by and between the City of San Luis Obispo and the Parking Authority of the City of
San Luis Obispo, effective September 15, 2014, as originally executed and as it may from time to
time be amended or supplemented pursuant to the provisions hereof and thereof.
Leased Property
The term “Leased Property” means the real property described in Exhibit A to the
Facility Lease, together with all property subsequently added thereto, or any property substituted
for all or any portion of the Leased Property in accordance with this Trust Agreement and the
Facility Lease.
Mandatory Sinking Account Payments
The term “Mandatory Sinking Account Payments” means the payments set forth in
Section 4.03(d).
Moody’s
The term “Moody’s” means Moody’s Investors Service, Inc., a corporation duly
organized and existing under and by virtue of the laws of the State of Delaware, and its successors
and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer
perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to
refer to any other nationally recognized securities rating agency selected by the City.
Opinion of Counsel
The term “Opinion of Counsel” means a written opinion of counsel of recognized
national standing in the field of law relating to municipal bonds, appointed and paid by the
Authority.
Outstanding
The term “Outstanding,” when used as of any particular time with reference to
Bonds, means (subject to the provisions of Section 7.02) all Bonds except
(1)Bonds theretofore cancelled by the Trustee or surrendered to the
Trustee for cancellation;
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(2)Bonds paid or deemed to have been paid within the meaning of
Section 9.01; and
(3)Bonds in lieu of or in substitution for which other Bonds shall have
been executed, issued and delivered by the Authority pursuant hereto.
Permitted Encumbrances
The term “Permitted Encumbrances” means (1) liens for general ad valorem taxes
and assessments, if any, n ot then delinquent, or which the City m ay, pursuant to the Facility Lease,
permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other
rights, reservations, covenants, conditions or restrictions which exist of record as of the date hereof
and which the City certifies in writing will not materially i mpair the use of the Leased Property; (3)
the Site Lease, as it may be amended from time to time; (4) the Facility Lease, as it may be
amended from time to time; (5) this Trust Agreement, as it may be amended from time to time; (6)
any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected
in the manner prescribed by law; (7) easements, rights of way, mineral rights, drilling rights and
other rights, reservations, covenants, conditions or restrictions to which the Authority and the City
consent in writing; and (8) liens relating to special assessments levied with respect to the Leased
Property.
Permitted Investments
The term “Permitted Investments” means any of the following obligations if and to
the extent that, at the time of making such investment, they are permitted by applicable law:
(1)Defeasance Securities;
(2)Obligations of any of the following federal agencies which obligations
represent the full faith and credit of the United States of America, including:
Export-Import Bank
Rural Economic Community Development Administration
U.S. Maritime Administration
Small Business Administration
U.S. Department of Housing & Urban Development (PHA’s)
Federal Housing Administration
Federal Financing Bank;
(3)Direct obligations of any of the following federal agencies which
obligations are not fully guaranteed by the full faith and credit of the United States of America:
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Senior debt obligations issued by the Federal National Mortgage
Association (FNMA) or the Federal Home Loan Mortgage
Corporation (FHLMC)
Obligations of the Resolution Funding Corporation (REFCORP)
Senior debt obligations of the Federal Home Loan Bank System;
Senior debt obligations of other Government Sponsored Agencies.
(4)U.S. dollar denominated deposit accounts, including demand deposits, time
deposits, certificates of deposit (including those placed by a third party pursuant to an agreement
between the Authority and the Trustee), trust funds, trust accounts, overnight bank deposits,
interest bearing deposits, interest bearing money market accounts, federal funds and bankers’
acceptances with domestic commercial banks (including the Trustee and its affiliates) which are
fully FDIC insured or which have a rating, or a rating on their short-term certificates of deposit on
the date of purchase, of “P-1” by M oody’s or “A-1” or “A-1+” or higher by S tandard & Poor’s and,
with respect to such short term certificates of deposit, which mature not more than three hundred
sixty (360) calendar days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank);
(5)Commercial paper which is rated at the time of purchase in the single
highest classification, “P-1” or higher by Moody’s or “A-1+” or higher by Standard & Poor’s and
which matures not more than two hundred seventy (270) calendar days after the date of purchase;
(6)Investments in a money market mutual fund rated “AAAm” or “AAAm-G”
or higher by S tandard & Poor’s, including funds for which the Trustee or its affiliates receives and
retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment
advisor or otherwise;
(7)Pre-refunded municipal obligations defined as follows: Any b onds or other
obligations of any state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state which are not callable at the option of the obligor prior to
maturity or as to which irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and
(A)which are rated, based on an irrevocable escrow account or fund (the
“escrow”), in the highest rating category of Moody’s or Standard & Poor’s or any successors
thereto; or
(B)(i) which are fully secured as to interest and principal and redemption
premiums, if any, by an escrow consisting only o f cash or obligations described in paragraph (2) of
the definition of Defeasance Securities, which escrow may be applied only to the payment of such
interest and principal and redemption premiums, if any, on such bonds or other obligations on the
maturity date or dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a
nationally recognized independent certified public accountant, to pay interest and principal and
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redemption premiums, if any,on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the irrevocable instructions referred to above, as appropriate;
(8)Municipal obligations rated “Aaa/AAA” or general obligations of states
with a rating of “A2/A” or higher by Moody’s or Standard & Poor’s;
(9)The California Asset Management Program pooled investment fund
maintained by PFM Asset Management LLC or any successor thereto, (ii) the Local Agency
Investment Fund maintained by the California State Treasurer’s Office, or (iii) any other
state-administered pool investment fund in which the City is statutorily permitted or required to
invest;
(10)Repurchase and reverse repurchase agreements collateralized with
investments described in clauses (1), (2) or (3) of this definition, including those of the Trustee or
any of its affiliates; and
(11)Other forms of investments (including repurchase agreements) that are
lawful investments authorized under the City’s investment policies, including the City’s
investment pool.
The value of the above investments shall be determined as follows:
(a)For the purpose of determining the amount in any fund, all Permitted
Investments credited to such fund shall be valued at fair market value. T he Trustee shall determine
the fair market value based on accepted industry standards and from accepted industry providers.
Accepted industry providers shall include but are not limited to pricing services provided by
Financial Times Interactive Data Corporation, Bank of America Merrill Lynch and Citigroup
Global Markets Inc.; and
(b)As to certificates of deposit and bankers’ acceptances, the face amount
thereof, plus accrued interest thereon.
Prior Bonds
The term “Prior Bonds” means, collectively, the 2005 Bonds, the 2006 Bonds and
the 2009 Bonds.
Prior Leases
The term “Prior Leases”means, collectively, the 2005 Lease, the 2006 Lease and
the 2009 Lease.
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Rebate Fund
The term “Rebate Fund” means the fund by that name established pursuant to
Section 5.03.
Record Date
The term “Record Date” means, with respect to an Interest Payment Date, the
fifteenth day of the month immediately preceding such Interest Payment Date.
Representation Letter
The term “Representation Letter” means the letter of representation dated on or
before the date of issuance of the Series 2018 Bonds, to The Depository Trust Company, New
York, New York, from the Authority relating to its book-entry bonds.
Revenue Fund
The term “Revenue Fund” means the fund by that name established pursuant to
Section 4.02.
Revenues
The term “Revenues” means (i) all Base Rental Payments and other payments paid
by the City and received by the Authority pursuant to the Facility Lease (but not Additional
Payments), and (ii) all interest or other income from any investment of any money in any fund or
account established pursuant to this Trust Agreement or the Facility Lease (other than the Rebate
Fund).
Securities Depositories
The term “Securities Depositories” means: The Depository Trust Company, 55
Water Street, 50th Floor, New York, New York 10041-0099, Attn: Call Notification Department,
Fax (212) 855-7232, in accordance with the then current guidelines of the Securities and Exchange
Commission, to such other addresses and/or such other securities depositories, or to no such
depositories, as the Authority may designate in a Certificate of the Authority delivered to the
Trustee.
Serial Bonds
The term “Serial Bonds” means Bonds, maturing in specified years, for which no
Mandatory Sinking Account Payments are provided.
Series
The term “Series,” or “series” whenever used herein with respect to Bonds, means
all of the Bonds designated as being of the same series, authenticated and delivered in a
simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other
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provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in
lieu of or in substitution for (but not to refund) such Bonds as herein provided.
Site Lease
The term “Site Lease” means that certain lease, entitled “Site Lease,” between the
City a nd the Authorit y, dated as of MarchApril 1, 2018, which lease or a memorandum thereof was
recorded in the office of the County Recorder of the San Luis Obispo County on [__________],
2018 under Recorder’s Serial Number [__________], as originally executed and recorded or as it
may from time to time be supplemented, modified or amended pursuant to the provisions hereof
and thereof.
Standard & Poor’s
The term “Standard & Poor’s” or “S&P” means S&P Global Ratings, a corporation
duly organized and existing under and by virtue of the laws of the State of New York, and its
successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, then the term Standard & Poor’s shall be
deemed to refer to any other nationally recognized securities rating agency selected by the City.
State
The term “State” means the State of California.
Supplemental Trust Agreement
The term “Supplemental Trust Agreement” means any trust agreement then in full
force and effect which has been duly executed and delivered by the Authority and the Trustee
amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental
Trust Agreement is specifically authorized hereunder.
Tax Certificate
The term “Tax Certificate” means the Tax Certificate delivered by the Authority at
the time of the issuance and delivery of a series of Bonds, as the same may be amended or
supplemented in accordance with its terms.
Term Bonds
The term “Term Bonds” means Bonds payable at or before their specified maturity
date or dates from Mandatory Sinking Account Payments established for that purpose and
calculated to retire such Bonds on or before their specified maturity date or dates.
Trust Agreement
The term “Trust Agreement” means this Trust Agreement, as originally executed
and as it may from time to time be amended or supplemented by all Supplemental Trust
Agreements executed pursuant to the provisions hereof.
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Trustee
The term “Trustee” means U.S. Bank National Association, or any other
association or corporation which may at any time be substituted in its place as provided in Section
6.01.
Written Request of the Authority
The term “Written Request of the Authority” means an instrument in writing signed
by the Treasurer of the Authority, the Chairperson of the Authority, the Executive Director of the
Authority, the designee of either such officer, or by any other officer of the Authority duly
authorized by the Authority for that purpose.
Written Request of the City
The term “Written Request of the City” means an instrument in writing signed by
the Mayor of the City, the Finance Director of the City, the City Manager of the City, the designee
of either such officer, or by any other officer of the City duly authorized by t he City Council of the
City to the Trustee for that purpose.
2005 Bonds
The term “2005 Bonds” means the City of San Luis Obispo Capital Improvement
Board 2005 Refunding Lease Revenue Bonds, issued pursuant to an Indenture of Trust,dated as of
May 1, 2005, by and between the Board and the U.S. Bank National Association, as trustee.
2005 Lease
The term “2005 Lease”means the First Amended and Restated Lease Agreement,
dated as of May 1, 2005, by and between the City and the Board.
2006 Bonds
The term “2006 Bonds” means the City of San Luis Obispo Capital Improvement
Board 2006 Lease Revenue Bonds (919 Palm Street Public Parking and City Office Project),
issued pursuant to an Indenture of Trust, dated as of April 1, 2006, by and between the Board and
the U.S. Bank National Association, as trustee.
2006 Lease
The term “2006 Lease” means the Lease Agreement, dated as of April 1, 2006, by
and between the City and the Board.
2009 Bonds
The term “2009 Bonds” means the City of San Luis Obispo Capital Improvement
Board 2009 Lease Revenue Bonds (Public Safety Communications and Emergency Operations
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Center Project) (Bank Qualified), issued pursuant to an Indenture of Trust, dated as of March 1,
2009, by and between the Board and the U.S. Bank National Association, as trustee.
2009 Lease
The term “2009 Lease” means the Lease Agreement, dated as of March 1, 2009, by
and between the City and the Board.
SECTION 1.02 Equal Security. In consideration of the acceptance of the
Bonds by the Holders thereof, the Trust Agreement shall be deemed to be and shall constitute a
contract among the Authority, the Trustee and the Holders from time to time of all Bonds
authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and
final payment of the interest on and principal of and redemption premiums, if any, on all Bonds
which may from time to time be authorized, executed, issued and delivered hereunder, subject to
the agreements, conditions, covenants and provisions contained herein; and all agreements and
covenants set forth herein to be performed by or on behalf of the Authority shall be for the equal
and proportionate benefit, protection and security of all Holders of the Bonds without distinction,
preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of
the series, number or date thereof or the time of authorization, sale, execution, issuance or delivery
thereof or for any cause whatsoever, except as expressly provided herein or therein.
ARTICLE II
ISSUANCE OF SERIES 2018 BONDS
SECTION 2.01 Authorization and Purpose of Series 2018 Bonds. The
Authority has reviewed all proceedings heretofore taken relative to the authorization of the Series
2018 Bonds and has found, as a result of such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, to have happened and to have been performed
precedent to and in the issuance of the Series 2018 Bonds do exist, have happened and have been
performed in due time, form and manner as required by law, and that the Authority is now duly
authorized, pursuant to each and every requirement of the Act, to issue the Series 2018 Bonds in
the form and manner provided herein for the purpose of providing funds to refinance the Prior
Leases and defease and refund the Prior Bonds, and that the Series 2018 Bonds shall be entitled to
the benefit, protection and security of the provisions hereof.
SECTION 2.02 Terms of the Series 2018 Bonds.
The Series 2018 Bonds shall be designated “San Luis Obispo Public Financing
Authority Lease Revenue Refunding Bonds, Series 2018,” and shall be in the aggregate principal
amount of [_____________]dollars ($[_________]). The Series 2018 Bonds shall be dated as of
the Dated Date, shall be issued only in fully registered form in denominations of five thousand
dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the
principal amount of Series 2018 Bonds maturing at any one time), and shall mature on the dates
and in the principal amounts and bear interest at the rates as set forth in the following schedule:
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Maturity Date
(June 1)Principal Amount Interest Rate
_______________
* Term Bond.
The principal of and redemption premiums, if any, on the Series 2018 Bonds shall
be payable in lawful money of the United States of America at the corporate trust office of the
Trustee in Los Angeles, California, or such other place as designated by the Trustee. The Series
2018 Bonds shall bear interest at the rates set forth above, payable semiannually on June 1 and
December 1 in each year, commencing on [June 1, 2018]. Interest on the Series 2018 Bonds shall
be computed using a year of 360 days consisting of twelve 30-day months.
The Series 2018 Bonds shall bear interest from the Interest Payment Date next
preceding the date of authentication thereof, unless such date of authentication is an Interest
Payment Date or during the period from the sixteenth day of the month preceding an Interest
Payment Date to such Interest Payment Date, in which event they shall bear interest from such
Interest Payment Date, or unless such date of authentication is on or before the first Record Date,
in which event they shall bear interest from the Dated Date; provided, however, that if at the time
of authentication of any Series 2018 Bond interest is then in default on the Outstanding Series
2018 Bonds, such Series 2018 Bond shall bear interest from the Interest Payment Date to which
interest has previously been paid or made available for payment on the Outstanding Series 2018
Bonds.
Payment of interest on the Series 2018 Bonds due on or before the maturity or prior
redemption thereof shall be made on the Interest Payment Date to the person whose name appears
in the Series 2018 Bonds registration books kept by the Trustee pursuant to Section 2.08 as the
registered owner thereof as of the close of business on the Record Date for an Interest Payment
Date, whether or not such day is a Business Day, such interest to be paid by check mailed on the
Interest Payment Date by first-class mail to such registered owner at the address as it appears in
such books; provided that upon the written request of a Holder of $1,000,000 or more in aggregate
principal amount of Series 2018 Bonds received by the Trustee prior to the applicable Record
Date, interest shall be paid by wire transfer in immediately available funds.
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SECTION 2.03 Redemption of Series 2018 Bonds.
(a)Extraordinary Redemption. The Series 2018 Bonds are subject to
redemption by the Authority on any date prior to their respective stated maturities, upon notice as
hereinafter provided, as a whole, or in part by lot within each stated maturity in integral multiples
of five thousand dollars ($5,000), from prepayments made by the City pursuant to Section 7.02(a)
of the Facility Lease and deposited in the Principal Account, at a prepayment price equal to the
sum of the principal amount thereof, without premium, plus accrued interest thereon to the
redemption date. Whenever less than all of the outstanding Bonds are to be redeemed on any one
date, the Authority s hall designate to the Trustee in writing those maturities to be redeemed in part.
In the event the Authority does not designate the maturities of the Series 2018 Bonds to be
redeemed in part, the Trustee shall select the Series 2018 Bonds to be redeemed in part from the
Outstanding Series 2018 Bonds such that the aggregate annual Debt Service on Series 2018 Bonds
which shall be payable after such redemption date shall be as nearly proportional as practicable to
the aggregate annual Debt Service on Series 2018 Bonds Outstanding prior to such redemption
date.
(b)Mandatory Sinking Account Redemption. The Series 2018 Bonds
maturing on June 1, 20[__], upon notice as hereinafter provided, shall also be subject to mandatory
sinking account redemption prior to maturity, in part on June 1 of each year on and after June 1,
20[__], by lot, from and in the amount of the Mandatory Sinking Account Payments set forth in
Section 4.03 at a redemption price equal to the sum of the principal amount thereof plus accrued
interest thereon to the redemption date, without premium.
(c)Optional Redemption. The Series 2018 Bonds maturing on or after June 1,
20[__], are subject to redemption prior to their respective stated maturities at the written direction
of the Authority, from moneys deposited by the Authority or the City from optional prepayments
made by t he City p ursuant to the Facility Lease, as a whole or in part on any d ate on or after June 1,
20[__](in such maturities as are designated in writing by the Authority to the Trustee), at a
redemption price equal to the principal amount thereof, without premium, plus interest accrued to
the date fixed for redemption.
(d)Selection of Bonds of a Maturity for Redemption. If less than all
Outstanding Series 2018 Bonds maturing by their terms on any one date are to be redeemed at any
one time, the Authority s hall designate to the Trustee in writing those maturities to be redeemed in
part. In the event the Authority does not designate the maturities of the Series 2018 Bonds to be
redeemed in part, the Trustee shall select the Series 2018 Bonds of such maturity date to be
redeemed by lot in any manner that it deems appropriate and fair and shall promptly notify the
Authority in writing of the numbers of the Series 2018 Bonds so selected for redemption. For
purposes of such selection, Series 2018 Bonds shall be deemed to be composed of $5,000
multiples of principal, and any such multiple may be separately redeemed.
(e)Notice of Redemption. Notice of redemption shall be mailed by first-class
mail by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption
date to (i) the respective Holders of the Series 2018 Bonds designated for redemption at their
addresses appearing on the registration books of the Trustee, (ii) the Municipal Securities
Rulemaking Board, and (iii) the Securities Depositories. Notice of redemption to the Securities
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Depositories shall be given by registered mail, electronic mail or overnight delivery or facsimile
transmission. E ach notice of redemption shall state the date of such notice, the redemption price, if
any (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the
maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive
certificate numbers of the Series 2018 Bonds of such maturity, to be redeemed and, in the case of
Series 2018 Bonds to be redeemed in part only, the respective portions of the principal amount to
be redeemed. Each such notice shall also state that, unless the redemption is cancelled, on said
date there will become due and payable on each of said Series 2018 Bonds the redemption price, if
any, thereof and in the case of a Series 2018 Bond to be redeemed in part only, the specified
portion of the principal amount to be redeemed, together with interest accrued thereon to the
redemption date, and that from and after such redemption date interest thereon shall cease to
accrue, and shall require that such Series 2018 Bonds be then surrendered at the address of the
Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any
of the proceedings taken in connection with such redemption. A ny r edemption may b e cancelled if
the notice of same has not been mailed to the registered Holders or if such notice expressly
conditions the redemption upon the occurrence of one or more events. Any s uch cancellation shall
be given by n otice in the same manner as the notice of redemption at least three business days prior
to the date scheduled for redemption. Such redemption notices may state that no representation is
made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.
In the event of redemption of any Series 2018 Bond (other than mandatory sinking
account redemptions), the Trustee shall mail a notice of redemption upon receipt of a Written
Request of the Authority, received by the Trustee 60 days prior to the redemption date but only
after the Authority s hall file a Certificate of the Authority with the Trustee stating that on or before
the date set for redemption, the Authority shall have deposited with or otherwise made available to
the Trustee for deposit in the Principal Account the money required for payment of the redemption
price, including accrued interest, of all Series 2018 Bonds then to be called for redemption (or the
Trustee determines that money will be deposited with or otherwise made available to it in
sufficient time for such purpose, in which event the notice of redemption shall state that the
proposed redemption is conditioned on there being on deposit in the Principal Account on the
redemption date sufficient money to pay the full redemption price of the Series 2018 Bonds or
such portions thereof to be redeemed), together with the estimated expense of giving such notice.
If notice of redemption has been duly given as aforesaid and moneys for the
payment of the redemption price of the Series 2018 Bonds called for redemption is held by the
Trustee, then on the redemption date designated in such notice Series 2018 Bonds so called for
redemption shall become due and payable, and from and after the date so designated interest on
such Series 2018 Bonds shall cease to accrue, and the Holders of such Series 2018 Bonds shall
have no rights in respect thereof except to receive payment of the redemption price thereof.
(f)Cancellation of Redeemed Bonds. All Series 2018 Bonds redeemed
pursuant to the provisions of this Section shall be cancelled by the Trustee and shall be destroyed,
with a certificate of destruction furnished to the Authority upon its request, and shall not be
reissued.
SECTION 2.04 Form of Series 2018 Bonds. The Series 2018 Bonds and
the authentication and registration endorsement and assignment to appear thereon shall be
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substantially in the forms set forth in Exhibit A hereto attached and by this reference herein
incorporated.
SECTION 2.05 Execution of Series 2018 Bonds. The Treasurer is hereby
authorized and directed to execute each of the Series 2018 Bonds on behalf of the Authority and
the Secretary of the Authority is hereby authorized and directed to countersign each of the Series
2018 Bonds on behalf of the Authority. The signatures of such Treasurer and Secretary may b e by
printed, lithographed or engraved by facsimile reproduction. In case any officer whose signature
appears on the Series 2018 Bonds shall cease to be such officer before the delivery of the Series
2018 Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for
all purposes as if such officer had remained in office until such delivery of the Series 2018 Bonds.
Only those Series 2018 Bonds bearing thereon a certificate of authentication and
registration in the form hereinbefore recited, executed manually and dated by the Trustee, shall be
entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose,
and such certificate of the Trustee shall be conclusive evidence that the Series 2018 Bonds so
authenticated and registered have been duly authorized, executed, issued and delivered hereunder
and are entitled to the benefit, protection and security hereof.
SECTION 2.06 Transfer and Payment of Series 2018 Bonds. Any Series
2018 Bonds may, in accordance with its terms, be transferred in the books required to be kept
pursuant to the provisions of Section 2.08 by t he person in whose name it is registered, in person or
by his duly authorized attorney, upon surrender of such Series 2018 Bonds for cancellation
accompanied by delivery of a dul y executed written instrument of transfer in a form acceptable by
the Trustee. Whenever any Series 2018 Bond or Bonds shall be surrendered for transfer, the
Authority s hall execute and the Trustee shall authenticate and deliver to the transferee a new Bond
or Bonds of the same series and maturity for a like aggregate principal amount of authorized
denominations. The Trustee shall require the payment by the Holder requesting such transfer of
any tax or other governmental charge required to be paid with respect to such transfer as a
condition precedent to the exercise of such privilege. The cost of printing Bonds and any services
rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the
Authority.
The Authority and the Trustee may deem and treat the registered owner of any
Series 2018 Bonds as the absolute owner of such Series 2018 Bonds for the purpose of receiving
payment thereof and for all other purposes, whether such Series 2018 Bonds shall be overdue or
not, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the
contrary; and payment of the interest on and principal of and redemption premium, if any, on such
Series 2018 Bonds shall be made only to such registered owner, which payments shall be valid and
effectual to satisfy and discharge liability on such Series 2018 Bonds to the extent of the sum or
sums so paid.
The Trustee shall not be required to register the transfer of or exchange any Series
2018 Bonds which have been selected for redemption in whole or in part, from and after the day of
mailing of a notice of redemption of such Series 2018 Bond selected for redemption in whole or in
part as provided in Section 2.03 or during the period established by the Trustee for selection of
Series 2018 Bonds for redemption.
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SECTION 2.07 Exchange of Series 2018 Bonds. Series 2018 Bonds may
be exchanged at the corporate trust office of the Trustee in Los Angeles, California, or such other
place as designated by the Trustee for a like aggregate principal amount of Series 2018 Bonds of
the same series and maturity of other authorized denominations. The Trustee shall require the
payment by t he Holder requesting such exchange of any t ax or other governmental charge required
to be paid with respect to such exchange as a condition precedent to the exercise of such privilege.
The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in
connection with any exchange shall be paid by the Authority. The Trustee shall not be required to
exchange any Series 2018 Bond which has been selected for redemption in whole or in part, from
and after the day of mailing of a notice of redemption of such Series 2018 Bond selected for
redemption in whole or in part as provided in Section 2.03 or during the period established by the
Trustee for selection of Series 2018 Bonds for redemption.
SECTION 2.08 Series 2018 Bond Registration Books. The Trustee will
keep sufficient books for the registration and transfer of the Series 2018 Bonds which shall during
normal business hours be open to inspection by the Authority, and upon presentation for such
purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or
transfer the Series 2018 Bonds in such books as hereinabove provided.
SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Series 2018 Bonds.
If any Series 2018 Bond shall become mutilated the Trustee at the expense of the Holder shall
thereupon authenticate and deliver, a new Series 2018 Bond of like tenor and amount in exchange
and substitution for the Series 2018 Bond so mutilated, but only upon surrender at the designated
corporate trust operations or agency office of the Trustee, or such other place as designated by the
Trustee of the Series 2018 Bond so mutilated. E very m utilated Series 2018 Bond so surrendered to
the Trustee shall be cancelled.
If any Series 2018 Bond shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the
Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the
Holder, shall thereupon authenticate and deliver, a new Series 2018 Bond of like tenor in lieu of
and in substitution for the Series 2018 Bond so lost, destroyed or stolen.
The Trustee may require payment of a reasonable sum for each new Series 2018
Bond issued under this Section 2.09 and of the expenses which may be incurred by the Authority
and the Trustee in the premises. Any Series 2018 Bond issued under the provisions of this Section
in lieu of any Series 2018 Bond alleged to be lost, destroyed or stolen shall be equally and
proportionatel y entitled to the benefits of this Trust Agreement with all other Series 2018 Bonds.
Neither the Authority nor the Trustee shall be required to treat both the original Series 2018 Bond
and any replacement Series 2018 Bond as being Outstanding for the purpose of determining the
principal amount of Series 2018 Bonds which may be issued hereunder or for the purpose of
determining any percentage of Series 2018 Bonds Outstanding hereunder, but both the original
and replacement Series 2018 Bond shall be treated as one and the same.
SECTION 2.10 Temporary Series 2018 Bonds. The Series 2018 Bonds
issued under this Trust Agreement may be initially issued in temporary form exchangeable for
definitive Series 2018 Bonds when ready for delivery. The temporary Series 2018 Bonds may be
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printed, lithographed or typewritten, shall be of such denominations as may be determined by the
Authority, shall be in fully registered form and may contain such reference to any of the provisions
of this Trust Agreement as may be appropriate. Every temporary Series 2018 Bond shall be
executed and authenticated as authorized by t he Authority, in accordance with the terms of the Act.
If the Authority issues temporary Series 2018 Bonds it will execute and furnish definitive Series
2018 Bonds without delay and thereupon the temporary Series 2018 Bonds may be surrendered,
for cancellation, in exchange therefor at the designated corporate trust operations or agency office
of the Trustee, or such other place as designated by the Trustee and the Trustee shall deliver in
exchange for such temporary Series 2018 Bonds an equal aggregate principal amount of definitive
Series 2018 Bonds of authorized denominations. Until so exchanged, the temporary Series 2018
Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Series 2018
Bonds delivered hereunder.
SECTION 2.11 Procedure for the Issuance of Series 2018 Bonds
Application of Proceeds. At any time after the sale of the Series 2018 Bonds in accordance with
the Act, the Authority s hall execute the Series 2018 Bonds for issuance hereunder and shall deliver
them to the Trustee, and thereupon the Series 2018 Bonds shall be authenticated and delivered by
the Trustee to Raymond James & Associates, Inc., as underwriter of the Series 2018 Bonds (the
“Underwriter”),upon the Written Request of the Authority and upon receipt of payment therefor
from the Underwriter.
After deduction for Underwriter’s discount in the amount of $[_________], which
the Underwriter will retain, the remaining proceeds of the sale of the Series 2018 Bonds shall be
deposited or transferred as follows:
(a)The Trustee shall deposit $[_________]in the Costs of Issuance Fund,
which fund is hereby created and which fund the Authority hereby agrees to maintain with the
Trustee until September 1, 2018, or such earlier date on which no funds remain in said fund. All
money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee at the Written
Request of the Authority to pay the Costs of Issuance of the Series 2018 Bonds upon receipt of a
Written Request of the Authority f iled with the Trustee substantially in the form of Exhibit B, each
of which shall be sequentially n umbered and shall state the person to whom payment is to be made,
the amount to be paid, the purpose for which the obligation was incurred and that such payment is
a proper charge against said fund. On September 1, 2018, or upon the earlier Written Request of
the Authority, any remaining balance in the Costs of Issuance Fund shall be transferred to the
Revenue Fund.
(b)The Trustee shall transfer the amount of $[____________]to the
Redemption Fund for the 2005 Bonds, to be applied to the defeasance and redemption of the 2005
Bonds on MarchApril [__], 2018.
(c)The Trustee shall transfer the amount of $[____________] to the
Redemption Fund for the 2006 Bonds, to be applied to the defeasance and redemption of the 2006
Bonds on MarchApril [__], 2018.
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(d)The Trustee shall transfer the amount of $[____________] to the
Redemption Fund for the 2009 Bonds, to be applied to the defeasance and redemption of the 2009
Bonds on June 1, 2018.
SECTION 2.12 Reserved.
SECTION 2.13 Validity of Series 2018 Bonds. The validity of the issuance
of the Series 2018 Bonds shall not be dependent on or affected in any way by the proceedings
taken by the Authority for the refinancing of the Prior Leases or defeasance and refunding of the
Prior Bonds or by any contracts made by the Authority or its agents in connection therewith. The
recital contained in the Series 2018 Bonds that the same are issued pursuant to the Act and
pursuant hereto shall be conclusive evidence of their validity and of the regularity of their
issuance, and all Series 2018 Bonds shall be incontestable from and after their issuance. The
Series 2018 Bonds shall be deemed to be issued, within the meaning hereof, whenever the
definitive Series 2018 Bonds (or any temporary Series 2018 Bonds exchangeable therefor) shall
have been delivered to the purchaser thereof and the proceeds of sale thereof received.
SECTION 2.14 Special Covenants as to Book-Entry Only System for
Series 2018 Bonds.
(a)Except as otherwise provided in subsections (b) and (c) of this Section
2.14, all of the Series 2018 Bonds initially i ssued shall be registered in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York (“DTC”), or such other
nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest on
any Series 2018 Bond registered in the name of Cede & Co. shall be made on each Interest
Payment Date for such Series 2018 Bonds to the account, in the manner and at the address
indicated in or pursuant to the Representation Letter.
(b)The Series 2018 Bonds initially shall be issued in the form of a single
authenticated fully registered bond for each stated maturity of such Series 2018 Bonds,
representing the aggregate principal amount of the Series 2018 Bonds of such maturity. Upon
initial issuance, the ownership of all such Series 2018 Bonds shall be registered in the registration
records maintained by the Trustee pursuant to Section 2.08 hereof in the name of Cede & Co., as
nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation
Letter. T he Trustee, the Authority a nd any paying agent may t reat DTC (or its nominee) as the sole
and exclusive owner of the Series 2018 Bonds registered in its name for the purposes of payment
of the principal or redemption price of and interest on such Series 2018 Bonds, selecting the Series
2018 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given
to Holders hereunder, registering the transfer of Series 2018 Bonds, obtaining any consent or other
action to be taken by Holders of the Series 2018 Bonds and for all other purposes whatsoever; and
neither the Trustee nor the Authority or any paying agent shall be affected by any notice to the
contrary. Neither the Trustee nor the Authority or any paying agent shall have any responsibility
or obligation to any Participant (which shall mean, for purposes of this Section 2.14, securities
brokers and dealers, banks, trust companies, clearing corporations and other entities, some of
whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the
Series 2018 Bonds under or through DTC or any Participant, or any other person which is not
shown on the registration records as being an Owner, with respect to (i) the accuracy of any
22
records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any
amount in respect of the principal or redemption price of or interest on the Series 2018 Bonds, (iii)
any notice which is permitted or required to be given to Holders of Series 2018 Bonds hereunder,
(iv) the selection by DTC or any Participant of any person to receive payment in the event of a
partial redemption of the Series 2018 Bonds, or (v) any consent given or other action taken by
DTC as Holder of Series 2018 Bonds. The Trustee shall pay all principal of and premium, if any,
and interest on the Series 2018 Bonds only at the times, to the accounts, at the addresses and
otherwise in accordance with the Representation Letter, and all such payments shall be valid and
effective to satisfy fully and discharge the Authority’s obligations with respect to the principal of
and premium, if any, and interest on the Series 2018 Bonds to the extent of the sum or sums so
paid. U pon delivery b y DTC to the Trustee of written notice to the effect that DTC has determined
to substitute a new nominee in place of its then existing nominee, the Series 2018 Bonds will be
transferable to such new nominee in accordance with subsection (f) of this Section 2.14.
(c)In t he event that the Authority d etermines that it is in the best interests of the
beneficial owners of the Series 2018 Bonds that they be able to obtain bond certificates, the
Trustee shall, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall
notify the Participants of the availability through DTC of bond certificates. In such event, the
Series 2018 Bonds will be transferable in accordance with subsection (f) of this Section 2.14. D TC
may determine to discontinue providing its services with respect to the Series 2018 Bonds at any
time by giving written notice of such discontinuance to the Authority or the Trustee and
discharging its responsibilities with respect thereto under applicable law. In such event, the Series
2018 Bonds will be transferable in accordance with subsection (f) of this Section 2.14. Whenever
DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate
with DTC in taking appropriate action after reasonable notice to arrange for another securities
depository to maintain custody of all certificates evidencing the Series 2018 Bonds then
Outstanding. In such event, the Series 2018 Bonds will be transferable to such securities
depository in accordance with subsection (f) of this Section 2.14, and thereafter, all references in
this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities
depository and its nominee, as appropriate.
(d)Notwithstanding any other provision of this Trust Agreement to the
contrary, so long as all Series 2018 Bonds Outstanding are registered in the name of any nominee
of DTC, all payments with respect to the principal of and premium, if any, and interest on each
such Series 2018 Bond and all notices with respect to each such Series 2018 Bond shall be made
and given, respectively, to DTC as provided in the Representation Letter.
(e)The Trustee is hereby authorized and requested to execute and deliver the
Representation Letter and, in connection with any successor nominee for DTC or any successor
depository, enter into comparable arrangements, and shall have the same rights with respect to its
actions thereunder as it has with respect to its actions under this Trust Agreement.
(f)In the event that any transfer or exchange of Series 2018 Bonds is
authorized under subsection (b) or (c) of this Section 2.14, such transfer or exchange shall be
accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2018
Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07 hereof. In t he
23
event Series 2018 Bond certificates are issued to Holders other than Cede & Co., its successor as
nominee for DTC as holder of all the Series 2018 Bonds, another securities depository as holder of
all the Series 2018 Bonds, or the nominee of such successor securities depository, the provisions of
Sections 2.06 and 2.07 hereof shall also apply to, among other things, the registration, exchange
and transfer of the Series 2018 Bonds and the method of payment of principal of, premium, if any,
and interest on the Series 2018 Bonds.
ARTICLE III
ISSUANCE OF ADDITIONAL BONDS
SECTION 3.01 Conditions for the Issuance of Additional Bonds. The
Authority may at any time issue Additional Bonds pursuant to a Supplemental Trust Agreement,
payable from the Revenues as provided herein and secured by a p ledge of and charge and lien upon
the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding
Bonds theretofore issued hereunder, and subject to the following specific conditions, which are
hereby made conditions precedent to the issuance of any such Additional Bonds:
(a)The Authority shall be in compliance with all agreements and covenants
contained herein, and no Event of Default shall have occurred and be continuing.
(b)The Supplemental Trust Agreement shall require that the proceeds of the
sale of such Additional Bonds shall be applied to the completion of the Leased Property, or for the
refunding or repayment of any Bonds then Outstanding, including the payment of costs and
expenses of and incident to the authorization and sale of such Additional Bonds, which refunding
or repayment shall result in aggregate Debt Service savings. The Supplemental Trust Agreement
may also provide that a portion of such proceeds shall be applied to the payment of the interest due
or to become due on said Additional Bonds during the estimated period of any construction and for
a period of not to exceed twelve (12) months thereafter.
(c)The aggregate principal amount of Bonds issued and at any time
Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by
any Supplemental Trust Agreement.
(d)The Facility Lease shall have been amended, if necessary, so that the Base
Rental Payments payable by the City thereunder in each Fiscal Year shall at least equal Debt
Service, including Debt Service on the Additional Bonds, in each Fiscal Year.
(e) In order to maintain the parity relationship of the Series 2018 Bonds to all
Additional Bonds permitted hereunder, the City covenants that all payments of principal or interest
with respect to any Additional Bonds will be structured to occur semi-annually on June 1 and
December 1 of each year, and in each year as such payments are due with respect to the Series
2018 Bonds and to otherwise structure the terms of such Additional Bonds to ensure that they are
in all respects payable on a parity with the Series 2018 Bonds and not prior thereto.
SECTION 3.02 Proceedings for Authorization of Additional Bonds.
Whenever the Authority and the City shall determine to execute and deliver any Additional Bonds
pursuant to Section 3.01, the Authority and the Trustee shall enter into a Supplemental Trust
24
Agreement providing for the issuance of such Additional Bonds, specifying the maximum
principal amount of such Additional Bonds and prescribing the terms and conditions of such
Additional Bonds.
The Supplemental Trust Agreement shall prescribe the form or forms of such
Additional Bonds and, subject to the provisions of Section 3.01, shall provide for the distinctive
designation, denominations, method of numbering, dates, interest rates, provisions for redemption
(if desired) and places of payment of principal and interest.
Before such Additional Bonds shall be issued, the City and the Authority shall file
or cause to be filed the following documents with the Trustee:
(a)An Opinion of Counsel setting forth (1) that such Counsel has examined the
Supplemental Trust Agreement and the amendment to the Facility Lease required by Section
3.01(d); (2) that the execution and delivery of the Additional Bonds have been and duly authorized
by the City and the Authority; and (3) that said Supplemental Trust Agreement and said
amendment to the Facility Lease, when duly executed by t he City and the Authority, as applicable,
will be a valid and binding obligation of the City and the Authority.
(b)A Certificate of the City that the requirements of Section 3.01 have been
met.
(c)A certified copy of a resolution of the City authorizing the execution of the
amendments to the Facility Lease required by Section 3.01(d).
(d)A certified copy of a resolution of the Authority authorizing the execution
of the amendments to the Facility Lease required by Section 3.01(d).
(e)An executed counterpart or duly authenticated copy of any amendment to
the Facility Lease required by Section 3.01(d).
(f)A Certificate of the City stating that the insurance required by Sections
5.01, 5.02 and 5.03 of the Facility Lease is in effect.
Upon the delivery to the Trustee of the foregoing instruments and upon the
Trustee’s receipt of Certificates of the City and of the Authority stating that all applicable
provisions of this Trust Agreement have been complied with (so as to permit the execution and
delivery of the Additional Bonds in accordance with the Supplemental Trust Agreement then
delivered to the Trustee), the Trustee shall authenticate and deliver said Additional Bonds, in the
aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the
Written Request of, the Authority.
SECTION 3.03 Limitations on the Issuance of Obligations Payable from
Revenues. The Authority will not, so long as any of the Bonds are Outstanding, issue any
obligations or securities, however denominated, payable in whole or in part from Revenues except
the following:
(a)Bonds of any Series authorized pursuant to Sections 3.01 and 3.02; or
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(b)Obligations which are junior and subordinate to the payment of the
principal, premium,and interest requirements for the Bonds and which subordinated obligations
are payable as to principal, premium, interest and reserve fund requirements, if any, only out of
Revenues after the prior payment of all amounts then required to be paid hereunder from Revenues
for principal, premium, and interest requirements for the Bonds, as the same become due and
payable and at the times and in the manner as required in this Trust Agreement.
ARTICLE IV
REVENUES
SECTION 4.01 Pledge of Revenues. All Revenues and any other amounts
(including proceeds of the sale of the Bonds) held by the Trustee in any fund or account
established hereunder (other than amounts on deposit in the Rebate Fund created pursuant to
Section 5.03) are hereby irrevocably pledged to the payment of the interest and premium, if any, on
and principal of the Bonds as provided herein, and the Revenues shall not be used for any other
purpose while any of the Bonds remain Outstanding; provided, however, that out of the Revenues
and other moneys there may be applied such sums for such purposes as are permitted hereunder.
This pledge shall constitute a pledge of and charge and lien upon the Revenues and all other
moneys on deposit in the funds and accounts established hereunder (excluding other amounts on
deposit in the Rebate Fund created pursuant to Section 5.03) for the payment of the interest on and
principal of the Bonds in accordance with the terms hereof and thereof. The Authority hereby
assigns to the Trustee all of the Authority’s rights and remedies under the Facility Lease, except
for the Authority’s rights to give approvals and consents thereunder.
The assignment of the Facility Lease to the Trustee is solely in its capacity as
Trustee under this Trust Agreement and the duties, powers and liabilities of the Trustee in acting
hereunder shall be subject to the provisions of this Trust Agreement, including, without limitation,
the provisions of Article VI hereof. The Trustee shall have no responsibility for the
representations, covenants or warranties of the Authority under the Facility Lease.
SECTION 4.02 Receipt and Deposit of Revenues in the Revenue Fund.
In order to carry out and effectuate the pledge, assignment, charge and lien contained herein, the
Authority agrees and covenants that all Revenues when and as received shall be received by the
Authority in trust hereunder for the benefit of the Holders and shall be transferred when and as
received by the Authority to the Trustee for deposit in the Revenue Fund, which fund is hereby
created and which fund the Authority hereby agrees and covenants to maintain with the Trustee so
long as any Bonds shall be Outstanding hereunder. All Revenues and all other amounts pledged
and assigned shall be accounted for through and held in trust in the Revenue Fund, and the
Authority shall have no beneficial right or interest in any of the Revenues except only as herein
provided. All Revenues, whether received by the Authority in trust or deposited with the Trustee
as herein provided, shall nevertheless be allocated, applied and disbursed solely to the purposes
and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from
all other accounts, funds, money or other resources of the Authority.
SECTION 4.03 Establishment and Maintenance of Accounts for Use of
Money in the Revenue Fund. S ubject to Section 5.03, all money i n the Revenue Fund shall be set
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aside by the Trustee in the following respective special funds within the Revenue Fund (each of
which is hereby created and each of which the Authority hereby covenants and agrees to cause to
be maintained) in the following order of priority:
(a)Interest Account,and
(b)Principal Account,
All money in each of such funds and accounts shall be held in trust by the Trustee
and shall be applied, used and withdrawn onl y for the purposes hereinafter authorized in this
section.
(c)Interest Account. On or before each Interest Payment Date, the Trustee
shall set aside from the Revenue Fund and deposit in the Interest Account that amount of money
which is equal to the amount of interest becoming due and payable on all Outstanding Bonds on
such Interest Payment Date. No deposit need be made in the Interest Account if the amount
contained therein is at least equal to the aggregate amount of interest becoming due and payable on
all Outstanding Bonds on such Interest Payment Date. All money in the Interest Account shall be
used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it
shall become due and payable (including accrued interest on any Bonds purchased or redeemed
prior to maturity).
(d)Principal Account. On or before each June 1, commencing [June 1, 2018],
the Trustee shall set aside from the Revenue Fund and deposit in the Principal Account an amount
of money equal to the amount of all sinking fund payments required to be made on such June 1 into
the sinking fund account for all Outstanding Term Bonds to be redeemed on such June 1. No
deposit need be made in the Principal Account if the amount contained therein is at least equal to
the aggregate amount of all sinking fund payments required to be made on such June 1 for all
Outstanding Term Bonds. Amounts deposited to the Principal Account pursuant to Section
2.03(a) or (c) shall be applied to pay the principal and redemption premium, if any, on the Series
2018 Bonds called for redemption pursuant to said Sections.
The Trustee shall establish and maintain within the Principal Account a separate
subaccount for the Term Bonds of each series, designated as the “_____ Sinking Account” (the
“Sinking Account”), inserting therein the series (if more than one such account is established for
such series) designation of such Bonds. W ith respect to each Sinking Account, on each mandatory
sinking account payment date established for such Sinking Account, the Trustee shall apply the
Mandatory Sinking Account Payment required on that date to the redemption (or payment at
maturity, as the case may be) of Term Bonds of the series and maturity for which such Sinking
Account was established, upon the notice and in the manner provided in Article II; provided that,
at any time prior to giving such notice of such redemption, the Trustee may upon the Written
Request of the Authority, apply moneys in such Sinking Account to the purchase of Term Bonds
of such series and maturity at public or private sale, as and when and at such prices (including
brokerage and other charges, but excluding accrued interest, which is payable from the Interest
Account), as may be directed by the Authority, except that the purchase price (excluding accrued
interest) shall not exceed the redemption price that would be payable for such Bonds upon
redemption by application of such Mandatory Sinking Account Payment. If, during the
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twelve-month period immediately preceding said mandatory sinking account payment date, the
Trustee has purchased Term Bonds of such series and maturity with moneys in such Sinking
Account, such Bonds so purchased shall be applied, to the extent of the full principal amount
thereof, in the case of Series 2018 Bonds, to reduce said Mandatory Sinking Account Payment.
All money in the Principal Account shall be used and withdrawn by the Trustee
solely for the purpose of paying the principal of the Bonds as they shall become due and payable,
whether at maturity or redemption, except that any money in any sinking fund account shall be
used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Bonds for which
such sinking fund account was created.
The Trustee shall establish and maintain within the Principal Account a separate
subaccount for the Series 2018 Term Bonds, designated as the “Series 2018 Term Bond Sinking
Account.”
The Trustee shall establish and maintain within the Series 2018 Term Bond Sinking
Account a separate subaccount for the Series 2018 Term Bonds maturing on June 1, 20[__].
Subject to the terms and conditions set forth in this Section and Section 2.03(b), the Series 2018
Term Bonds maturing on June 1, 20[__], shall be redeemed (or paid at maturity, as the case may
be) by application of Mandatory Sinking Account Payments in the amounts and upon the dates
hereby established for such Series 2018 Term Bonds Sinking Account, as follows:
Term Bonds of June 1, 20[__]
Date
(June 1)
Mandatory Sinking
Account Payment
* Maturity Date.
SECTION 4.04 Application of Insurance Proceeds. In the event of any
damage to or destruction of any part of the Leased Property covered by insurance, the Authority,
except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the
repair, reconstruction or replacement of the damaged or destroyed portion of the Leased Property,
and the Trustee shall hold said proceeds in a fund established by the Trustee for such purpose
separate and apart from all other funds, to the end that such proceeds shall be applied to the repair,
reconstruction or replacement of the Leased Property 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 proceeds. The Trustee shall invest said proceeds in Permitted Investments
pursuant to the Written Request of the City, as agent for the Authority under the Facility Lease,
and withdrawals of said proceeds shall be made from time to time upon the filing with the Trustee
of a Written Request of the City, stating that the City has expended moneys or incurred liabilities
in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or
replacement of the Leased Property, and specifying the items for which such moneys were
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expended, or such liabilities were incurred, in reasonable detail. The City shall file a Written
Request with the Trustee confirming that sufficient funds from insurance proceeds or from any
funds legally available to the City, or from any combination thereof, are available in the event it
elects to repair, reconstruct or replace the Leased Property. Any balance of such proceeds not
required for such repair, reconstruction or replacement and the proceeds of use and occupancy
insurance shall be treated by the Trustee as Base Rental Payments and applied in the manner
provided by Section 4.01. Alternatively, the City, at its option, if the proceeds of such insurance
together with any other moneys then available for such purpose are sufficient to prepay all, in case
of damage or destruction in whole of the Leased Property, or that portion, in the case of partial
damage or destruction of the Leased Property, of the Base Rental Payments relating to the
damaged or destroyed portion of the Leased Property, may elect not to repair, reconstruct or
replace the damaged or destroyed portion of the Leased Property and thereupon shall cause said
proceeds to be used for the redemption of Outstanding Bonds pursuant to the applicable provisions
of Section 2.03 and the corresponding provisions of any S upplemental Trust Agreement. The City
shall not apply the proceeds of insurance as set forth in this Section 4.04 to redeem the Bonds in
part due to damage or destruction of a portion of the Leased Property unless the Trustee receives a
Certificate of the Authority t hat the Base Rental Payments on the undamaged portion of the Leased
Property will be sufficient to pay the initially-scheduled principal and interest on the Bonds
remaining unpaid after such redemption.
SECTION 4.05 Deposit and Investments of Money in Accounts and
Funds. Subject to Sections 4.04 and 5.03, all money held by the Trustee in any of the accounts or
funds established pursuant hereto shall be invested in Permitted Investments at the Written
Request of the Authority. In the absence of such a Written Request, the Trustee shall hold such
funds uninvested.
Investments (except investment agreements) in Trust Agreement funds and
accounts shall be valued at the market value thereof, exclusive of accrued interest, at least
semiannually. In determining market value of Permitted Investments, the Trustee may use and
rely conclusively and without liability upon any generally recognized pricing information service
(including brokers and dealers in securities) available to it.
Investments purchased with funds on deposit in the Revenue Fund shall mature not
later than the payment date immediately succeeding the investment. For purposes of this Section,
investments that are redeemable or permit withdrawal at the option of the Authority or Trustee
shall be deemed to mature on the earliest dates and in the largest amounts which may be so
redeemed or withdrawn under the terms thereof.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency o r other applicable regulatory entity grant the right to receive brokerage confirmations of
security transactions as they occur, at no additional cost, the Authority will not receive such
confirmations to the extent permitted by l aw. The Trustee will furnish the Authority p eriodic cash
transaction statements which include detail for all investment transactions made by the Trustee
hereunder. The Trustee may make any investment hereunder through its own bond or investment
department or trust investment department, or those of its parent or any affiliate. The Trustee or
any of its affiliates may act as sponsor, advisor or manager in connection with any investment
made by the Trustee hereunder. Ratings of Permitted Investments shall be determined at the time
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of purchase of such Permitted Investments and without regard to ratings subcategories. The
Trustee may rely on the investment directions of the Authority (or, with respect to investments of
insurance proceeds pursuant to Section 4.04 hereof, may rely on the investment directions of the
City) as to both the suitability and legality of the directed investments.
ARTICLE V
COVENANTS OF THE AUTHORITY
SECTION 5.01 Punctual Payment and Performance. The Authority will
punctually pay out of the Revenues the interest on and the principal of and redemption premiums,
if any, to become due on every Bond issued hereunder in strict conformity with the terms hereof
and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be
observed or performed by the Authority contained herein and in the Bonds.
SECTION 5.02 Against Encumbrances. The Authority will not make any
pledge of or place any charge or lien upon the Revenues except as provided herein, and will not
issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or
charge or lien upon the Revenues except as provided in Section 3.03.
SECTION 5.03 Tax Covenants; Rebate Fund.
(a)In addition to the funds and accounts created pursuant to Section 4.03, the
Trustee shall establish and maintain a fund separate from any other fund or account established and
maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund
such amounts as are required to be deposited therein in accordance with written instructions of the
Authority. All money at any time deposited in the Rebate Fund shall be held by the Trustee in
trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate),
for payment to the United States of America. Notwithstanding the provisions of Sections 4.01,
4.02, 4.05, 8.02 and 9.01 relating to the pledge of Revenues, the allocation of money in the
Revenue Fund, the investments of money in any fund or account, the application of funds upon an
Event of Default and the defeasance of Outstanding Bonds,all amounts required to be deposited
into or on deposit in the Rebate Fund shall be governed exclusively b y this Section 5.03 and by the
Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed
conclusively to have complied with such provisions if it follows the written directions of the
Authority, and shall have no liability o r responsibility t o enforce compliance by t he Authority with
the terms of the Tax Certificate.
(b)Any funds remaining in the Rebate Fund after redemption and payment
with respect to all of the Bonds, or provision made therefor satisfactory to the Trustee, including
accrued interest and payment of any applicable fees and expenses to the Trustee and satisfaction of
the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and
remitted to or upon the direction of the Authority.
(c)The Authority shall not use or permit the use of any proceeds of Bonds or
any funds of the Authority, directly o r indirectly, to acquire any securities or obligations, and shall
not take or permit to be taken any other action or actions, which would cause any Bonds to be an
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“arbitrage bond” within the meaning of Section 148 of the Code, “private activity b ond” within the
meaning of Section 141(a) of the Code, or “federally guaranteed” within the meaning of Section
149(b) of the Code and any such applicable requirements promulgated from time to time
thereunder. The Authority shall observe and not violate the requirements of Section 148 of the
Code and any such applicable regulations. The Authority shall comply with all requirements of
Sections 148 and 149(b) of the Code to the extent applicable to the Bonds. In the event that at any
time the Authority is of the opinion that for purposes of this Section 5.03(c) it is necessary to
restrict or to limit the yield on the investment of any moneys held by the Trustee under this Trust
Agreement, the Authority shall so instruct the Trustee under this Trust Agreement in writing, and
the Trustee shall take such action as may be necessary in accordance with such instructions.
(d)The Authority specifically covenants to comply with the provisions and
procedures of the Tax Certificate, and the Trustee shall comply with the direction of the Authority
given thereunder (with no duty to monitor whether such directions comply with the terms of the
Tax Certificate).
(e)The Authority shall not use or permit the use of any proceeds of the Bonds
or any funds of the Authority, directly or indirectly, in any manner, and shall not take or omit to
take any action that would cause any of the Bonds to be treated as an obligation not described in
Section 103(a) of the Code.
(f)Notwithstanding any provisions of this Section 5.03 if the Authority shall
provide to the Trustee an Opinion of Counsel that any specified action required under this Section
5.03 is no longer required or that some further or different action is required to maintain the
exclusion from gross income for federal income tax purposes of interest with respect to the Bonds,
the Trustee and the Authority may conclusively rely on such opinion in complying with the
requirements of this Section, and, notwithstanding Article VII hereof, the covenants hereunder
shall be deemed to be modified to that extent.
SECTION 5.04 Accounting Records and Reports. The Authority will
keep or cause to be kept proper books of record and accounts in which complete and correct entries
shall be made of all transactions relating to the receipts, disbursements, allocation and application
of the Revenues, and such books shall be available for inspection by the Trustee, at reasonable
hours and under reasonable conditions. Not more than two hundred seventy (270) days after the
close of each Fiscal Year, the Authority shall furnish or cause to be furnished to the Trustee a
complete financial statement covering receipts, disbursements, allocation and application of
Revenues for such Fiscal Year. The Authority shall also keep or cause to be kept such other
information as required under the Tax Certificate. The Trustee shall have no duty to review,
verify, analyze or examine such statement and shall hold such statement solely as a repository for
the benefit of the Bondholders; the Trustee shall not be deemed to have notice of any information
contained therein or default or Event of Default which may be disclosed therein in any manner.
SECTION 5.05 Prosecution and Defense of Suits. The Authority will
defend against every suit, action or proceeding at any time brought against the Trustee upon any
claim to the extent arising out of the receipt, application or disbursement of any o f the Revenues or
to the extent involving the failure of the Authority to fulfill its obligations hereunder; provided that
the Trustee or any affected Holder at its election may appear in and defend any such suit, action or
31
proceeding. The Authority will indemnify and hold harmless the Trustee against any and all
liability c laimed or asserted by a ny p erson to the extent arising out of such failure by t he Authority,
and will indemnify and hold harmless the Trustee against any attorney’s fees and expenses or other
expenses which it may incur in connection with any litigation to which it may become a party by
reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the
negligence or willful misconduct by the Trustee. Notwithstanding any contrary provision hereof,
this covenant shall remain in full force and effect even though all Bonds secured hereby may h ave
been fully paid and satisfied.
SECTION 5.06 Further Assurances. Whenever and so often as reasonably
requested to do so by t he Trustee or any Holder, the Authority will promptly execute and deliver or
cause to be executed and delivered all such other and further assurances, documents or
instruments, and promptly do or cause to be done all such other and further things as may be
necessary or reasonably required in order to further and more fully vest in the Holders all rights,
interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon
them hereby.
ARTICLE VI
THE TRUSTEE
SECTION 6.01 The Trustee. U.S. Bank National Association shall serve as
the initial Trustee for the Bonds for the purpose of receiving all money which the Authority is
required to deposit with the Trustee hereunder and for the purpose of allocating, applyi ng and
using such money as provided herein and for the purpose of payi ng the interest on and principal of
and redemption premiums, if any, on the Bonds presented for payment in the designated corporate
trust operations or agency office of the Trustee, or such other place as designated by the Trustee
with the rights and obligations provided herein. The Authority agrees that it will at all times
maintain a Trustee having a corporate trust office in Los Angeles, California.
The Authority may at any time, unless there exists any Event of Default as defined
in Section 8.01,shall, remove the Trustee initially appointed and any successor thereto and may
appoint a successor or successors thereto by an instrument in writing; provided that any such
successor shall be a banking corporation or trust company in good standing located in or
incorporated under the laws of the State, having a combined capital (exclusive of borrowed
capital) and surplus of at least seventy-five million dollars ($75,000,000) and subject to
supervision or examination by federal or state authority. If such banking corporation or 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 purpose of this section the
combined capital and surplus of such bank or trust company shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. T he Trustee may
at any time resign by giving written notice of such resignation to the Authority and by mailing by
first class mail to the Holders notice of such resignation. Upon receiving such notice of
resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing.
Any removal or resignation of a Trustee and appointment of a successor Trustee shall become
effective only upon the acceptance of appointment by the successor Trustee. If, within thirty (30)
days after notice of the removal or resignation of the Trustee no successor Trustee shall have been
32
appointed and shall have accepted such appointment, the removed or resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee, which
court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be
required by law, appoint a successor Trustee having the qualifications required hereby.
The Trustee is hereby authorized to pay or redeem the Bonds when duly presented
for payment at maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds
upon payment thereof or upon the surrender thereof by t he Authority and shall destroy s uch Bonds;
and a certificate of destruction shall be delivered to the Authority upon its request. The Trustee
shall keep accurate records of all Bonds paid and discharged and cancelled by it.
The Trustee shall, prior to an Event of Default, and after the curing or waiver of all
Events of Default that may have occurred, perform such duties and only such duties as are
specifically s et forth in this Trust Agreement and no implied duties or obligations shall be read into
this Trust Agreement. The Trustee shall, during the existence of any Event of Default (that has not
been cured or waived), exercise such of the rights and powers vested in it by this Trust Agreement,
and use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.
SECTION 6.02 Liability of Trustee. The recitals of facts, agreements and
covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of
the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes
any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any
responsibility in respect thereof other than in connection with the rights or obligations assigned to
or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in
connection with the performance of its duties hereunder except for its own negligence or willful
misconduct.
The Trustee shall not be bound to recognize any person as the Holder of a Bond
unless and until such Bond is submitted for inspection, if required, and such Holder’s title thereto
satisfactorily established, if disputed.
The Trustee shall not be liable for any error of 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 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 Bonds 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 Trust Agreement.
The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Trust Agreement at the request, order or direction of the Holders pursuant to the
provisions of this Trust Agreement unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred
therein or thereby. The Trustee has no obligation or liability to the Holders for the payment of
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interest on, principal of or redemption premium, if any, with respect to the Bonds from its own
funds; but rather the Trustee’s obligations shall be limited to the performance of its duties
hereunder.
The Trustee shall not be deemed to have knowledge of any Event of Default unless
and until an officer at the Trustee’s corporate trust office of the Trustee in Los Angeles, California
responsible for the administration of its duties hereunder shall have actual knowledge thereof or
the Trustee shall have received written notice thereof at its corporate trust office of the Trustee in
Los Angeles, California. The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or agreements herein or of
any of the documents executed in connection with the Bonds, or as to the existence of a default or
event of default thereunder. The Trustee shall not be responsible for the validity or effectiveness
of any collateral given to or held by it.
The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through attorneys, attorneys-in-fact, agents or receivers
and shall not be responsible for the misconduct or negligence of such attorneys, attorneys-in-fact,
agents or receivers.
The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of any moneys which shall be released or withdrawn in accordance
with the provisions hereof.
Whether or not therein expressly so provided, every provision of this Trust
Agreement, the Facility Lease or related documents relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Article.
The Trustee makes no representation or warranty, express or implied as to the title,
value, design, compliance with specifications or legal requirements, quality, durability, operation,
condition, merchantability or fitness for any particular purpose for the use contemplated by the
Authority or City of the Leased Property. In no event shall the Trustee be liable for incidental,
indirect, special or consequential damages in connection with or arising from the Facility Lease or
this Trust Agreement for the existence, furnishing or use of the Leased Property.
The Trustee shall be protected in acting upon any notice, resolution, requisition,
request (including any Written Request of the Authority), consent, order, certificate, report,
opinion, bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Trustee may consult with counsel, who may be
counsel of or to the Authority, 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 and in accordance therewith.
Whenever in the administration of its rights and obligations hereunder the Trustee
shall deem it necessary or desirable that a matter be established or proved prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically p rescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by a Certificate of the Authority, which certificate shall be
34
full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the
faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such
matter or may require such additional evidence as it may deem reasonable.
No provision of this Trust Agreement shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance or exercise of any of its
duties hereunder, or in the exercise of its rights or powers.
The Trustee shall have no responsibility o r liability with respect to any i nformation,
statements or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
Any company into which the Trustee may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Trustee may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under
Section 6.01 shall be the successor to such Trustee without execution or filing of any further act,
anything herein to the contrary notwithstanding. The permissive right of the Trustee to do things
enumerated in this Trust Agreement shall not be construed as a duty and the Trustee shall not be
answerable for other than its negligence or willful default. The Trustee shall not be required to
give any bond or surety in respect of the execution of the said trusts and powers or otherwise in
respect of the premises.
In acting or omitting to act pursuant to the Facility Lease, Site Lease, or any other
document executed in connection herewith, the Trustee shall be entitled to all of the rights,
immunities and indemnities accorded to it under this Trust Agreement, including, but not limited
to, this Article VI.
Notwithstanding the effective date of this Trust Agreement or anything to the
contrary in this Trust Agreement, the Trustee shall have no liability o r responsibility for any act or
event relating to this Trust Agreement which occurs prior to the date the Trustee formally executes
this Trust Agreement and commences acting as Trustee hereunder.
The Trustee shall have the right to accept and act upon instructions, including funds
transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using
Electronic Means (“Electronic Means”shall mean the following communications methods:
S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another
method or system specified by the Trustee as available for use in connection with its services
hereunder);provided, however, that the Authority and/or City shall provide to the Trustee an
incumbency c ertificate listing officers with the authority t o provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the Authority and/or the City whenever a person is to be added or
deleted from the listing. If the Authority and/or City elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the
Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City
understand and agree that the Trustee cannot determine the identity of the actual sender of such
35
Instructions and that the Trustee shall conclusively presume that directions that purport to have
been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee
have been sent by such Authorized Officer. The Authority and City shall be responsible for
ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the
Authority, City and all Authorized Officers are solely responsible to safeguard the use and
confidentiality of applicable user and authorization codes, passwords and/or authentication keys
upon receipt by the Authority and/or City. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Authority and City agree: (i) to assume all risks arising out of the use of
Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third
parties; (ii)that it is fully i nformed of the protections and risks associated with the various methods
of transmitting Instructions to the Trustee and that there may be more secure methods of
transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the
security procedures (if any) to be followed in connection with its transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
SECTION 6.03 Compensation and Indemnification of Trustee. The
Authority covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all services rendered by it in the exercise and performance of any of
the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may arise from its
negligence, default or willful misconduct. The Authority, to the extent permitted by law, shall
indemnify, defend and hold harmless the Trustee and its officers, directors, agents and employees
against any loss, cost, judgment, claim, suit, damages, liability or expense incurred without
negligence or bad faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of the trusts created hereby or under any documents executed in
connection herewith, including costs and expenses (including attorneys’ fees and expenses) of
defending itself against any claim or liability in connection with the exercise or performance of
any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under
this Section 6.03 shall survive the discharge of the Bonds and this Trust Agreement and the
resignation or removal of the Trustee.
When the Trustee incurs expenses or renders services after the occurrence of an
Event of Default,such expenses and the compensation for such services are intended to constitute
expenses of administration under any federal or state bankruptcy, insolvency, arrangement,
moratorium, reorganization or other debtor relief law. Upon an Event of Default, and only u pon an
Event of Default, the Trustee shall have a first lien with right of payment prior to payment on
account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the
foregoing fees, charges and expenses incurred by it.
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SECTION 6.04 Notice to Authority. The Trustee shall provide notice in
writing to the Authority in advance of any Interest Payment Date on which the Trustee will not
apply amounts held in the Revenue Fund or any account therein for any p ayment due on the Bonds
due to a lien asserted by the Trustee on said amounts.
ARTICLE VII
AMENDMENT OF THE TRUST AGREEMENT
SECTION 7.01 Amendment of the Trust Agreement.
(a)The Trust Agreement and the rights and obligations of the Authority and of
the Holders may be amended at any time by a Supplemental Trust Agreement which shall become
binding when the written consents of the Holders of a majority in aggregate principal amount of
the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.02, are filed
with the Trustee. No such amendment shall (1) extend the maturity o f or reduce the interest rate on
or amount of interest on or principal of or redemption premium, if any, on any Bond without the
express written consent of the Holder of such Bond, or (2) permit the creation by the Authority of
any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity
with the pledge, charge and lien created hereby for the benefit of the Bonds, or (3) reduce the
percentage of Bonds required for the written consent to any such amendment, or (4) modify any
rights or obligations of the Trustee, the Authority or the City without their prior written assent
thereto, respectively.
(b)The Trust Agreement and the rights and obligations of the Authority and of
the Holders may also be amended at any time by a Supplemental Trust Agreement which shall
become binding upon adoption without the consent of any Holders, and only to the extent
permitted by law and after receipt of an approving Opinion of Counsel (as described in Section
7.05 hereof), for any purpose that will not materially adversely affect the interests of the Holders
(as evidenced by such approving Opinion of Counsel), including (without limitation) for any one
or more of the following purposes:
(i)to add to the agreements and covenants required herein to be
performed by the Authority other agreements and covenants thereafter to be performed by the
Authority, or to surrender any right or power reserved herein to or conferred herein on the
Authority;
(ii)to make such provisions for the purpose of curing any ambiguity or
of correcting, curing or supplementing any defective provision contained herein or in regard to
questions arising hereunder which the Authority may deem desirable or necessary and not
inconsistent herewith;
(iii)to provide for the issuance of any Additional Bonds and to provide
the terms of such Additional Bonds, subject to the conditions and upon compliance with the
procedure set forth in Article III (which shall be deemed not to adversely affect Holders); or
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(iv)to add to the agreements and covenants required herein, such
agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust
Indenture Act of 1939.
Copies of any modification or amendment to the Trust Agreement shall be sent by
the Authority to S&P prior to the effective date thereof or as soon as practical thereafter.
SECTION 7.02 Disqualified Bonds. Bonds owned or held by or for the
account of the Authority or the City shall not be deemed Outstanding for the purpose of any
consent or other action or any calculation of Outstanding Bonds provided in this article, and shall
not be entitled to consent to or take any other action provided in this article provided, however, that
the Trustee shall not be deemed to have knowledge that any Bond is owned or held by or for the
account of the Authority or the City unless the Authority or the City is the registered Holder or the
Trustee has received written notice that any other registered Holder is the owner or is holding for
the account of the Authority o r City, and if all Bonds are owned or held by o r for the account of the
Authority or City, all Bonds shall be deemed Outstanding and entitled to consent to or take any
other action provided in this Article.
SECTION 7.03 Endorsement or Replacement of Bonds After
Amendment. After the effective date of any action taken as hereinabove provided, the Authority
may determine that the Bonds may bear a notation by endorsement in form approved by the
Authority as to such action, and in that case upon demand of the Holder of any Outstanding Bonds
and presentation of his Bond for such purpose at the office of the Trustee a suitable notation as to
such action shall be made on such Bond. If the Authority shall so determine, new Bonds so
modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be
prepared and executed, and in that case upon demand of the Holder of any Outstanding Bond a
new Bond or Bonds shall be exchanged at the office of the Trustee without cost to each Holder for
its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.
SECTION 7.04 Amendment by Mutual Consent. The provisions of this
article shall not prevent any Holder from accepting any amendment as to the particular Bonds held
by him, provided that due notation thereof is made on such Bonds.
SECTION 7.05 Execution of Supplemental Trust Agreements. In
executing,or accepting the additional trusts created by, any Supplemental Trust Agreement
permitted by this Article or the modification thereby of the trusts created by this Trust Agreement,
the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such Supplemental Trust Agreement is authorized or
permitted by t his Trust Agreement and complies with the terms hereof. The Trustee may, but shall
not be obligated to, enter into any such Supplemental Trust Agreement which affects the Trustee's
own rights, duties or immunities under this Trust Agreement or otherwise.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
SECTION 8.01 Events of Default; No Acceleration of Maturities.
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(a)The following shall be “Events of Default” under this Trust Agreement:
(i)if default shall be made by the Authority in the due and punctual
payment of the interest on any Bond when and as the same shall become due and payable;
(ii)if default shall be made by the Authority in the due and punctual
payment of the principal of or redemption premium, if any, on any Bond when and as the same
shall become due and payable, whether at maturity as therein expressed or by proceedings for
redemption;
(iii)if default shall be made by the Authority in the performance of any
of the agreements or covenants required herein to be performed by the Authority, and such default
shall have continued for a period of thirty (30) days after the Authority shall have been given
notice in writing of such default by the Trustee;
(iv)if the Authority shall file a petition or answer seeking arrangement
or reorganization under the federal bankruptcy laws or any other applicable law of the United
States of America or any state therein, or if a court of competent jurisdiction shall approve a
petition filed with or without the consent of the Authority seeking arrangement or reorganization
under the federal bankruptcy laws or any other applicable law of the United States of America or
any state therein, or if under the provisions of any other law for the relief or aid of debtors any
court of competent jurisdiction shall assume custody or control of the Authority or of the whole or
any substantial part of its property; or
(v)if an Event of Default has occurred under Section 6.01 of the
Facility Lease.
Notwithstanding anything to the contrary in this Trust Agreement, the Bonds are
not subject to acceleration if an Event of Default occurs and it continuing. Upon the occurrence of
any Event of Default, the Trustee shall promptly provide written notice to the City specifying the
Event of Default.
SECTION 8.02 Application of Funds Upon an Event of Default. All
moneys in the accounts and funds provided in Sections 2.11, 4.02, 4.03 and 4.05 upon the date of
the declaration of an Event of Default by the Trustee and all Revenues (other than Revenues on
deposit in the Rebate Fund) thereafter received by the Authority hereunder shall be transmitted to
the Trustee and shall be applied by the Trustee in the following order:
First, to the payment of the reasonable fees, costs and expenses of the
Trustee in providing for the declaration of such Event of Default, and in the exercise of any
remedies, including reasonable compensation to their accountants and counsel together
with interest on any amounts advanced as provided herein including further, any
outstanding sums owed under Section 6.03 and to the payment of the reasonable costs and
expenses of the Holders, if any, in carrying out the provisions of this article, including
reasonable compensation to their accountants and counsel; and
Second, upon presentation of the several Bonds, and the stamping thereon
of the amount of the payment if only partially paid or upon the surrender thereof if fully
39
paid, to the payment of the whole amount then owing and unpaid upon the Bonds for
interest and principal, with (to the extent permitted by law) interest on the overdue interest
and principal at the rate borne by such Bonds, and in case such money shall be insufficient
to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment
of such interest, principal and (to the extent permitted by law) interest on overdue interest
and principal without preference or priority among such interest, principal and interest on
overdue interest and principal ratably to the aggregate of such interest, principal and
interest on overdue interest and principal.
SECTION 8.03 Institution of Legal Proceedings by Trustee. Subject to
Section 8.01 hereof, if one or more of the Events of Default shall happen and be continuing, the
Trustee may, and upon the written request of the Holders of a majority in principal amount of the
Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to
protect or enforce its rights or the rights of the Holders of Bonds under this Trust Agreement and
under Article VII of the Facility Lease by a suit in equity or action at law, either for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any
other legal or equitable remedy shall be deemed most effectual in support of any of its rights and
duties hereunder.
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement,
adjustment, or composition affecting the Bonds or the rights of any Bondholder thereof, or to
authorize the Trustee to vote in respect of the claim of any Bondholder in any such proceeding
without the approval of the Bondholders so affected.
SECTION 8.04 Non-Waiver. Nothing in this article or in any other
provision hereof or in the Bonds shall affect or impair the obligation of the Authority, which is
absolute and unconditional, to pay the interest on and principal of and redemption premiums, if
any, on the Bonds to the respective Holders of the Bonds at the respective dates of maturity or
upon prior redemption as provided herein from the Revenues as provided herein pledged for such
payment, or shall affect or impair the right of such Holders, which is also absolute and
unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein
and in the Bonds.
A waiver of any default or breach of duty or contract by the Trustee or any Holder
shall not affect any subsequent default or breach of duty or contract or impair any rights or
remedies on any such subsequent default or breach of duty or contract. No delay or omission by
the Trustee or any Holder to exercise any right or remedy accruing upon any default or breach of
duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any
such default or breach of duty or contract or an acquiescence therein, and every right or remedy
conferred upon the Holders by the Act or by this Article may be enforced and exercised from time
to time and as often as shall be deemed expedient by the Trustee or the Holders.
If any action, proceeding or suit to enforce any right or exercise any remedy is
abandoned, the Authority, the Trustee and any Holder shall be restored to their former positions,
rights and remedies as if such action, proceeding or suit had not been brought or taken.
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SECTION 8.05 Actions by Trustee as Attorney-in-Fact. Any action,
proceeding or suit which any Holder shall have the right to bring to enforce any right or remedy
hereunder may be brought by the Trustee for the equal benefit and protection of all Holders,
whether or not the Trustee is a Holder, and the Trustee is hereby appointed (and the successive
Holders, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have
so appointed it) the true and lawful attorney-in-fact of the Holders for the purpose of bringing any
such action, proceeding or suit and for the purpose of doing and performing any and all acts and
things for and on behalf of the Holders as a class or classes as may b e advisable or necessary i n the
opinion of the Trustee as such attorney-in-fact.
SECTION 8.06 Remedies Not Exclusive. No remedy herein conferred
upon or reserved to the Holders is intended to be exclusive of any other remedy, and each such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise and may be exercised without
exhausting and without regard to any other remedy conferred by the Act or any other law.
SECTION 8.07 Limitation on Holders’ Right to Sue. No Holder of any
Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or
equity, for any remedy under or upon this Trust Agreement, unless (a) such Holder shall have
previously given to the Trustee written notice of the occurrence of an event of default as defined in
Section 8.01 hereunder; (b) the Holders of at least a majority in aggregate principal amount of all
the Bonds then Outstanding shall have made written request upon the Trustee to exercise the
powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said
Holders shall have tendered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall
have refused or omitted to comply with such request for a period of sixty (60) days after such
request shall have been received by, and said tender of indemnity shall have been made to, the
Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Holder of Bonds of any
remedy hereunder; it being understood and intended that no one or more owners of Bonds shall
have any right in any manner whatever by his or their action to enforce any right under this Trust
Agreement, except in the manner herein provided, and that all proceedings at law or in equity to
enforce any provision of the Trust Agreement shall be instituted, had and maintained in the manner
herein provided and for the equal benefit of all Holders of the Outstanding Bonds.
ARTICLE IX
DEFEASANCE
SECTION 9.01 Discharge of Bonds.
(a)If the Authority s hall pay o r cause to be paid or there shall otherwise be paid
to the Holders of all Outstanding Bonds the interest thereon and the principal thereof and the
redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein,
and all amounts due and owing to the Trustee have been paid in full, then the Holders of such
41
Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided
herein, and all agreements, covenants and other obligations of the Authority to the Holders of such
Bonds hereunder shall thereupon cease, terminate and become void and be discharged and
satisfied, provided, however, that the Authority’s obligations under Section 6.03 hereof shall
survive. In such event, the Trustee shall execute and deliver to the Authority all such instruments
as may be necessary or desirable to evidence such discharge and satisfaction, the Trustee shall pay
over or deliver to the Authority all money or securities held by it pursuant hereto which are not
required for the payment of the interest on and principal of and redemption premiums, if any, on
such Bonds.
(b)Any Outstanding Bonds shall prior to the maturity date or redemption date
thereof be deemed to have been paid within the meaning of and with the effect expressed in
subsection (a) of this section if (1) in case any of such Bonds are to be redeemed on any date prior
to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it
irrevocable instructions to provide notice in accordance with Section 2.03 or in the corresponding
section of a Supplemental Trust Agreement, (2) there shall have been deposited with the Trustee
either, or any combination of, (A) money in an amount which shall be sufficient or (B) Defeasance
Obligations which are not subject to redemption prior to maturity (including any such Defeasance
Obligations issued or held in book-entry form on the books of the Treasury of the United States of
America), the interest on and principal of which when paid will provide money which, together
with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the
opinion of an Independent Certified Public Accountant addressed to the Authority and on which
the Trustee may conclusively rely, to pay when due the interest to become due on such Bonds on
and prior to the maturity date or redemption date thereof, as the case may be, and the principal of
and redemption premiums, if any, on such Bonds, (3) in the event such Bonds are not by their
terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have
given the Trustee in form satisfactory t o it irrevocable instructions to mail as soon as practicable, a
notice to the Holders of such Bonds that the deposit required by clause (2) above has been made
with the Trustee and that such Bonds are deemed to have been paid in accordance with this section
and stating the maturity date or redemption date upon which money is to be available for the
payment of the principal of and redemption premiums, if any, on such Bonds, and (4) a legal
opinion to the Trustee to the effect that such Bonds are deemed to have been paid within the
meaning and with the effect expressed in Section 9.01(a).
SECTION 9.02 Unclaimed Money. Anything contained herein to the
contrary notwithstanding, any money held by t he Trustee in trust for the payment and discharge of
any o f the Bonds or interest thereon which remains unclaimed for two (2) years after the date when
such Bonds or interest thereon have become due and payable, either at their stated maturity dates
or by call for redemption prior to maturity, if such money was held by the Trustee at such date, or
for two (2) years after the date of deposit of such money if deposited with the Trustee after the date
when such Bonds have become due and payable, shall be repaid by the Trustee (without liability
for interest) to the Authority as its absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Holders shall not look to the
Trustee for the payment of such Bonds.
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ARTICLE X
MISCELLANEOUS
SECTION 10.01 Liability of Authority Limited to Revenues.
Notwithstanding anything contained herein, the Authority shall not be required to advance any
money derived from any source other than the Revenues as provided herein for the payment of the
interest on or principal of or redemption premiums, if any, on the Bonds or for the performance of
any agreements or covenants herein contained. The Authority may, however, advance funds for
any such purpose so long as such funds are derived from a source legally available for such
purpose without incurring an indebtedness.
The Bonds are limited obligations of the Authority and are payable, as to interest
thereon, principal thereof and any premiums upon the redemption of any thereof, solely from the
Revenues as provided herein, and the Authority is not obligated to pay them except from the
Revenues. All the Bonds are equally secured by a pledge of and charge and lien upon the
Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on
and principal of and redemption premiums, if any, on the Bonds as provided herein. The Bonds
are not a debt of the Authority, the State of California or any of its political subdivisions, and
neither the Authority, said State nor any of its political subdivisions is liable thereon, nor in any
event shall the Bonds be payable out of any funds or properties other than those of the Authority as
provided herein. The Bonds do not constitute an indebtedness within the meaning of any
constitutional or statutory limitation or restriction.
SECTION 10.02 Benefits of the Trust Agreement Limited to Parties.
Nothing contained herein, expressed or implied, is intended or shall be construed to confer upon,
or to give or grant to, any entity o r person other than the Authority, the Trustee and the Holders any
right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof,
and all covenants, stipulations, promises and agreements required herein to be performed by o r on
behalf of the Authority shall be for the sole and exclusive benefit of the Authority, the Trustee and
the Holders.
SECTION 10.03 Successor Is Deemed Included In All References To
Predecessor. Whenever herein either the Authority or any member, officer or employee thereof
or of the State of California is named or referred to, such reference shall be deemed to include the
successor to the powers, duties and functions with respect to the Leased Property t hat are presently
vested in the Authority or such member, officer or employee, and all agreements and covenants
required hereby to be performed by or on behalf of the Authority or any member, officer or
employee thereof shall bind and inure to the benefit of the respective successors thereof whether so
expressed or not.
SECTION 10.04 Execution of Documents by Holders. Any declaration,
request or other instrument which is permitted or required herein to be executed by Holders may b e
in one or more instruments of similar tenor and may be executed by Holders in person or by their
attorneys appointed in writing. The fact and date of the execution by any Holder or his attorney of
any declaration, request or other instrument or of any writing appointing such attorney may be
proved by the certificate of any notary public or other officer authorized to make
43
acknowledgments of deeds to be recorded in the state or territory in which he purports to act that
the person signing such declaration, request or other instrument or writing acknowledged to him
the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such
notary public or other officer. The ownership of any Bonds and the amount, maturity, number and
date of holding the same may be proved by the registration books relating to the Bonds at the
corporate trust office of the Trustee in Los Angeles, California, or such other place as designated
by the Trustee.
Any declaration, request, consent or other instrument or writing of the Holder of
any B ond shall bind all future Holders of such Bond with respect to anything done or suffered to be
done by the Trustee or the Authority in good faith and in accordance therewith.
SECTION 10.05 Waiver of Personal Liability. No member, officer or
employee of the Authority or the City shall be individually or personally liable for the payment of
the interest on or principal of or redemption premiums, if any, on the Bonds by reason of their
issuance, but nothing herein contained shall relieve any such member, officer or employee from
the performance of any o fficial duty provided by t he Act or any other applicable provisions of law
or hereby.
SECTION 10.06 Acquisition of Bonds by Authority. All Bonds acquired
by the Authority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for
cancellation.
SECTION 10.07 Destruction of Cancelled Bonds. Whenever provision is
made for the return to the Authority of any Bonds which have been cancelled pursuant to the
provisions hereof, the Authority may, by a Written Request of the Authority, direct the Trustee to
furnish to the Authority a certificate of such destruction.
SECTION 10.08 Content of Certificates. Every Certificate of the Authority
with respect to compliance with any agreement, condition, covenant or provision provided herein
shall include (a) a statement that the person or persons making or giving such certificate have read
such agreement, condition, covenant or provision and the definitions herein relating thereto; (b) a
brief statement as to the nature and scope of the examination or investigation upon which the
statements contained in such certificate are based; (c) a statement that, in the opinion of the
signers, they have made or caused to be made such examination or investigation as is necessary to
enable them to express an informed opinion as to whether or not such agreement, condition,
covenant or provision has been complied with; and (d) a statement as to whether, in the opinion of
the signers, such agreement, condition, covenant or provision has been complied with.
Any Certificate of the Authority may be based, insofar as it relates to legal matters,
upon an Opinion of Counsel unless the person making or giving such certificate knows that the
Opinion of Counsel with respect to the matters upon which his certificate may be based, as
aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was
erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters
information with respect to which is in the possession of the Authority, upon a representation by a n
officer or officers of the Authority unless the counsel executing such Opinion of Counsel knows
that the representation with respect to the matters upon which his opinion may be based, as
44
aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was
erroneous.
SECTION 10.09 Accounts and Funds; Business Days. Any a ccount or fund
required herein to be established and maintained by the Trustee may b e established and maintained
in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of
such accounting records, any audits thereof and any reports or statements with respect thereto, be
treated either as an account or a fund; but all such records with respect to all such accounts and
funds shall at all times be maintained with industry practice and with due regard for the protection
of the security of the Bonds and the rights of the Holders. Any action required to occur hereunder
on a day which is not a Business Day shall be required to occur on the next succeeding Business
Day without penalty or interest for such additional delay.
SECTION 10.10 Notices. All written notices to be given hereunder shall be
given by mail to the party entitled thereto under this Trust Agreement,in all cases, at the address
set forth below, or at such other address as such party may provide to the other party in writing
from time to time, namely:
If to the Authority:
San Luis Obispo Public Financing Authority
990 Palm Street
San Luis Obispo, California 93401
Attention: Secretary/City Clerk
If to the Trustee:
U.S. Bank National Association
633 W. Fifth Street, 24th Street
Los Angeles, CA 90071
Attention: Global Corporate Trust Services
SECTION 10.11 Article and Section Headings and References. The
headings or titles of the several articles and sections hereof and the table of contents appended
hereto shall be solely for convenience of reference and shall not affect the meaning, construction
or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses
are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,”
“herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to
the Trust Agreement as a whole and not to any particular article, section, subdivision or clause
hereof.
SECTION 10.12 Partial Invalidity. If any one or more of the agreements or
covenants or portions thereof required hereby to be performed by o r on the part of the Authority or
the Trustee shall be contrary to law, then such agreement or agreements, such covenant or
covenants or such portions thereof shall be null and void and shall be deemed separable from the
remaining agreements and covenants or portions thereof and shall in no way affect the validity
hereof or of the Bonds, and the Holders shall retain all the benefit, protection and security afforded
to them under the Act or any other applicable provisions of law. The Authority and the Trustee
45
hereby declare that they would have executed and delivered the Trust Agreement and each and
every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would
have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or
more articles, sections,paragraphs, subdivisions, sentences, clauses or phrases hereof or the
application thereof to any person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
SECTION 10.13 Execution in Several Counterparts. This Trust
Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original; and all such counterparts, or as many of them as the
Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the
same instrument.
SECTION 10.14 Amendments to Site Lease and Facility Lease. The
Authority shall not supplement, amend,modify or terminate any of the terms of the Site Lease or
Facility Lease, or consent to any such supplement, amendment, modification or termination,
without the written consent of the Trustee; provided, however, that any amendment of the Site
Lease or the Facility Lease pursuant to Section 2.03(a) or (b) of the Facility Lease shall not require
consent of the Trustee. The Trustee shall give such written consent only if (a) such supplement,
amendment, modification or termination will not materially adversely affect the interests of the
Holders or result in any material impairment of the security hereby given for the payment of the
Bonds (provided that such supplement, amendment or modification shall not be deemed to have
such adverse effect or to cause such material impairment solely by reason of providing for the
payment of Additional Bonds as required by Section 3.01(d)), as evidenced by an opinion of
counsel delivered to the Trustee, or (b) the Trustee first obtains the written consent of the Holders
of a majority in principal amount of the Bonds then Outstanding to such supplement, amendment,
modification or termination; provided, that no such supplement, amendment, modification or
termination shall reduce the amount of Base Rental Payments to be made to the Authority or the
Trustee by t he City p ursuant to the Facility Lease, or extend the time for making such payments, or
permit the creation of any lien prior to or on a parity with the lien created by the Facility Lease
(except as expressly provided in the Facility Lease), in each case without the written consent of the
Holders of the Bonds then Outstanding.
SECTION 10.15 Reserved.
SECTION 10.16 Governing Law. This Trust Agreement shall be governed
by the laws of the State.
[Remainder of page intentionally left blank]
Signature Page to Trust Agreement
IN WITNESS WHEREOF, SAN LUIS OBISPO PUBLIC FINANCING
AUTHORITY has caused this Trust Agreement to be signed in its name by one of its duly
authorized officers and U.S. Bank National Association, in token of its acceptance of the trusts
created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder
duly authorized, all as of the day and year first above written.
SAN LUIS OBISPO PUBLIC FINANCING
AUTHORITY
By:
Treasurer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
A-1
EXHIBIT A
(FORM OF SERIES 2018 BOND)
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR ITS
AGENT FOR THE REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
SAN LUIS OBISPO PUBLIC FINANCING AUTHORITY
LEASE REVENUE REFUNDING BOND,
SERIES 2018
No. R-__$_______________
NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE CITY OF SAN
LUIS OBISPO IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL
OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE
REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR
PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR
INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF
THE CITY OF SAN LUIS OBISPO.
Interest
Rate
Maturity
Date
Dated
Date CUSIP
June 1, 20__[___________], 2018
REGISTERED OWNER:CEDE & CO.
PRINCIPAL SUM:$______________________________________ DOLLARS
SAN LU IS OBISPO PUBLIC FINANCING AUTHORITY, a joint exercise of
powers authority, duly o rganized and validly existing under and pursuant to the laws of the State of
California (the “Authority”), for value received hereby, promises to pay (but only out of the
Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on
the maturity date specified above (subject to any right of prior redemption hereinafter provided
for) the principal sum specified above, together with interest on such principal sum from the
interest payment date next preceding the date of registration of this Series 2018 Bond (unless this
Bond is registered as of an interest payment date or during the period from the sixteenth day of the
month preceding an interest payment date to such interest payment date, in which event it shall
bear interest from such interest payment date, or unless this Series 2018 Bond is registered prior to
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[May 1 5, 2018], in which event it shall bear interest from the Dated Date specified above) until the
principal hereof shall have been paid at the interest rate per annum specified above, payable
semiannually on each June 1 and December 1, commencing [June 1, 2018]. Interest due on or
before the maturity or prior redemption of this Series 2018 Bond shall be payable only by check
mailed by first-class mail to the registered owner hereof; provided that upon the written request of
a Holder of $1,000,000 or more in aggregate principal amount of Series 2018 Bonds received by
the Trustee prior to the applicable record date, interest shall be paid by wire transfer in
immediately available funds. The principal hereof is payable in lawful money o f the United States
of America at the corporate trust office of U.S. Bank National Association (the “Trustee”)in Los
Angeles, California, or such other place as designated by the Trustee.
This Series 2018 Bond is one of a duly authorized issue of bonds of the Authority
designated as its “Lease Revenue Refunding Bonds, Series 2018 (the “Series 2018 Bonds”) in
aggregate principal amount of [_______________]dollars ($[_________]), all of like tenor and
date (except for such variations, if any, as may be required to designate varying numbers,
maturities and interest rates), and is issued under and pursuant to the provisions of the Joint
Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government
Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under
and pursuant to the provisions of a trust agreement, dated as of MarchApril 1, 2018 (the “Trust
Agreement”), between the Authority and the Trustee (copies of which are on file at the corporate
trust office of the Trustee). Capitalized terms used herein and not otherwise defined herein have
the meanings ascribed thereto in the Trust Agreement.
The Bonds are issued to provide funds to refinance the Prior Leases and defease
and refund the Prior Bonds. The Bonds are limited obligations of the Authority a nd are payable, as
to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain
funds and accounts pursuant to the Trust Agreement and the revenues (the “Revenues”) derived
from Base Rental Payments made by the City of San Luis Obispo (the “City”), and all interest or
other investment income, pursuant to the Facility Lease, dated as of MarchApril 1, 2018 (the
“Facility Lease”), between the Authority and the City, and the Authority is not obligated to pay
interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds
are equally and ratably secured in accordance with the terms and conditions of the Trust
Agreement by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a
trust fund for the security and payment of the interest or premium, if any, on and principal of the
Bonds as provided in the Trust Agreement. The full faith and credit of the Authority and the City
of San Luis Obispo are not pledged for the payment of the interest or premium, if any, on or
principal of the Bonds. N o tax shall ever be levied or collected to pay t he interest on or principal of
the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any
property of the Authority or any of its income or receipts except the Revenues, and neither the
payment of the interest on nor principal of the Bonds is a debt, liability or general obligation of the
Authority. Additional bonds payable from the Revenues may b e issued which will rank equally as
to security with the Bonds, but only subject to the conditions and upon compliance with the
procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust
Agreement and any and all amendments thereof and supplements thereto for a description of the
terms on which the Bonds are issued, the provisions with regard to the nature and extent of the
Revenues, the rights of the registered owners of the Bonds, security for payment of the Bonds,
remedies upon default and limitations thereon, and amendment of the Trust Agreement (with or
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without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement
are hereby incorporated herein and constitute a contract between the Authority and the registered
owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance
hereof, agrees and consents.
The Bonds are subject to redemption by the Authority on the dates, at the prices,
and pursuant to the terms and provisions set forth in the Trust Agreement.
This Bond is transferable only on a register to be kept for that purpose at the
above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or
by his duly authorized attorney upon payment of the charges provided in the Trust Agreement and
upon surrender of this Bond together with a written instrument of transfer satisfactory to the
Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a
new fully registered Bond or Bonds in the same aggregate principal amount in authorized
denominations will be issued to the transferee in exchange therefor. T he Authority and the Trustee
may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of
receiving payment of the interest hereon and principal hereof and for all other purposes, whether or
not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any
notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall
be made only to such registered owner, which payments shall be valid and effectual to satisfy and
discharge liability on this Bond to the extent of the sum or sums so paid.
This Bond shall not be entitled to any benefit, protection or security u nder the Trust
Agreement or become valid or obligatory for any p urpose until the certificate of authentication and
registration hereon endorsed shall have been executed and dated by the Trustee.
It is hereby certified that all acts, conditions and things required by law to exist, to
have happened and to have been performed precedent to and in the issuance of this Bond do exist,
have happened and have been performed in due time, form and manner as required by l aw and that
the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any
limit prescribed by the Constitution or laws of the State of California and is not in excess of the
amount of Bonds permitted to be issued under the Trust Agreement.
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IN WITNESS WHEREOF, San Luis Obispo Public Financing Authority has
caused this Series 2018 Bond to be executed in its name and on its behalf by t he facsimile signature
of the Treasurer of the Authority and countersigned by the facsimile signature of the Secretary of
said Authority, and has caused this Series 2018 Bond to be dated as of the Dated Date specified
above.
SAN LUIS OBISPO PUBLIC FINANCING
AUTHORITY
By
Treasurer
Countersigned:
Secretary
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[FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION]
This is one of the Series 2018 Bonds described in the within-mentioned Trust
Agreement which has been authenticated on [_____________], 2018.
U.S. Bank National Association,as Trustee
By:
Authorized Signatory
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[FORM OF ASSIGNMENT]
For value received the undersigned hereby sells, assigns and transfers unto
(Taxpayer Identification Number: ___________) the within Bond and all rights thereunder, and
hereby irrevocably constitutes and appoints ___________ attorney to transfer the within bond on
the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Note:The signature to this Assignment must correspond with the name as written
on the face of the Bond in every particular, without alteration or enlargement or any change
whatever.
Signature Guaranteed:
Notice: Signature must be guaranteed by an eligible guarantor institution.
EXHIBIT B
FORM OF COSTS OF ISSUANCE FUND REQUISITION
U.S. Bank National Association
Re: Cost of Issuance Fund ("Cost of Issuance Fund") held under the
Trust Agreement relating to the San Luis Obispo Public Financing
Authority Lease Revenue Refunding Bonds, Series 2018 (the “Trust
Agreement”)
You are hereby instructed to transfer moneys from the Cost of Issuance Fund as follows:
Payee Name:
Payee Address:
Payee Wiring Instructions:
Not to Exceed Amount:$
Purpose of Expenditure:
The undersigned as a duly authorized representative of the San Luis Obispo Public
Financing Authority (the “Authority”) hereby certifies as follows:
(i)that above payment complies with the requirements of the Trust Agreement; and
(ii)that an obligation in the stated amount has been properly incurred and that such
obligation is a proper charge against the Costs of Issuance Fund.
Date: ________________
SAN LUIS OBISPO PUBLIC
FINANCING AUTHORITY
Authorized Officer
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01 Definitions .......................................................................................................3
SECTION 1.02 Equal Security ...............................................................................................13
ARTICLE II
ISSUANCE OF SERIES 2018 BONDS
SECTION 2.01 Authorization and Purpose of Series 2018 Bonds .....................................14
SECTION 2.02 Terms of the Series 2018 Bonds ..................................................................14
SECTION 2.03 Redemption of Series 2018 Bonds...............................................................16
SECTION 2.04 Form of Series 2018 Bonds ..........................................................................17
SECTION 2.05 Execution of Series 2018 Bonds ...................................................................18
SECTION 2.06 Transfer and Payment of Series 2018 Bonds .............................................18
SECTION 2.07 Exchange of Series 2018 Bonds ...................................................................19
SECTION 2.08 Series 2018 Bond Registration Books .........................................................19
SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Series 2018 Bonds ..........................19
SECTION 2.10 Temporary Series 2018 Bonds .....................................................................19
SECTION 2.11 Procedure for the Issuance of Series 2018 Bonds Application of
Proceeds .........................................................................................................20
SECTION 2.12 Reserved ........................................................................................................21
SECTION 2.13 Validity of Series 2018 Bonds ......................................................................21
SECTION 2.14 Special Covenants as to Book-Entry Only System for Series 2018
Bonds .............................................................................................................21
ARTICLE III
ISSUANCE OF ADDITIONAL BONDS
SECTION 3.01 Conditions for the Issuance of Additional Bonds ......................................23
SECTION 3.02 Proceedings for Authorization of Additional Bonds .................................24
SECTION 3.03 Limitations on the Issuance of Obligations Payable from Revenues .......24
ARTICLE IV
REVENUES
TABLE OF CONTENTS
(continued)
Page
-ii-
SECTION 4.01 Pledge of Revenues .......................................................................................25
SECTION 4.02 Receipt and Deposit of Revenues in the Revenue Fund ............................25
SECTION 4.03 Establishment and Maintenance of Accounts for Use of Money in
the Revenue Fund .........................................................................................26
SECTION 4.04 Application of Insurance Proceeds .............................................................27
SECTION 4.05 Deposit and Investments of Money in Accounts and Funds .....................28
ARTICLE V
COVENANTS OF THE AUTHORITY
SECTION 5.01 Punctual Payment and Performance ..........................................................29
SECTION 5.02 Against Encumbrances ................................................................................29
SECTION 5.03 Tax Covenants; Rebate Fund......................................................................29
SECTION 5.04 Accounting Records and Reports................................................................30
SECTION 5.05 Prosecution and Defense of Suits ................................................................31
SECTION 5.06 Further Assurances ......................................................................................31
ARTICLE VI
THE TRUSTEE
SECTION 6.01 The Trustee ...................................................................................................31
SECTION 6.02 Liability of Trustee .......................................................................................32
SECTION 6.03 Compensation and Indemnification of Trustee .........................................35
SECTION 6.04 Notice to Authority .......................................................................................36
ARTICLE VII
AMENDMENT OF THE TRUST AGREEMENT
SECTION 7.01 Amendment of the Trust Agreement ..........................................................36
SECTION 7.02 Disqualified Bonds ........................................................................................37
SECTION 7.03 Endorsement or Replacement of Bonds After Amendment .....................37
SECTION 7.04 Amendment by Mutual Consent .................................................................37
SECTION 7.05 Execution of Supplemental Trust Agreements ..........................................37
TABLE OF CONTENTS
(continued)
Page
-iii-
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
SECTION 8.01 Events of Default; No Acceleration of Maturities .....................................38
SECTION 8.02 Application of Funds Upon an Event of Default........................................38
SECTION 8.03 Institution of Legal Proceedings by Trustee ..............................................39
SECTION 8.04 Non-Waiver ...................................................................................................39
SECTION 8.05 Actions by Trustee as Attorney-in-Fact .....................................................40
SECTION 8.06 Remedies Not Exclusive ...............................................................................40
SECTION 8.07 Limitation on Holders’ Right to Sue ...........................................................40
ARTICLE IX
DEFEASANCE
SECTION 9.01 Discharge of Bonds.......................................................................................41
SECTION 9.02 Unclaimed Money .........................................................................................42
ARTICLE X
MISCELLANEOUS
SECTION 10.01 Liability of Authority Limited to Revenues ...............................................42
SECTION 10.02 Benefits of the Trust Agreement Limited to Parties .................................42
SECTION 10.03 Successor Is Deemed Included In All References To Predecessor ...........43
SECTION 10.04 Execution of Documents by Holders ...........................................................43
SECTION 10.05 Waiver of Personal Liability........................................................................43
SECTION 10.06 Acquisition of Bonds by Authority .............................................................43
SECTION 10.07 Destruction of Cancelled Bonds ..................................................................43
SECTION 10.08 Content of Certificates .................................................................................43
SECTION 10.09 Accounts and Funds; Business Days ...........................................................44
SECTION 10.10 Notices ............................................................................................................44
SECTION 10.11 Article and Section Headings and References ...........................................45
SECTION 10.12 Partial Invalidity ...........................................................................................45
SECTION 10.13 Execution in Several Counterparts .............................................................45
SECTION 10.14 Amendments to Site Lease and Facility Lease ...........................................45
TABLE OF CONTENTS
(continued)
Page
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SECTION 10.15 Reserved ........................................................................................................46
SECTION 10.16 Governing Law .............................................................................................46
EXHIBIT A FORM OF SERIES 2018 BOND ................................................................A-1
4140-8449-0511
Document comparison by Workshare Compare on Monday, January 29, 2018
12:10:46 PM
Input:
Document 1 ID netdocuments://4140-8449-0511/4
Description Trust Agreement -City of San Luis Obispo 2018 LRRB
Document 2 ID netdocuments://4140-8449-0511/5
Description Trust Agreement -City of San Luis Obispo 2018 LRRB
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