PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 107,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
This is an annual project.
Annual O&M
107,000$
1852
ESSENTIAL PROJECTS
(appendix continues on next page)
29 APPENDIX B
CAPITAL IMPROVEMENT PLAN BY
PROJECT DETAILS
1853
Citrus Reimagined Project
95022
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Priority 1, Target E, Goal B
Fully Funded Partially Funded x No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
City Council Goals
& Objectives:
Project Category:
Location: 13200 Citrus St., Eastvale CA
Description of Improvements: In consistence with 2040 Eastvale General Plan, this project is envisioning to transform the 22-acre City owned lot into a community gathering hub that include a 15,000 sf indoor aquatic center, a 20,000 sf to 25,000 sf community center, an event center repurposed from an old residential property, an outdoor amphitheater, park spaces, pickleball courts, dog parks, a skate park, picnic areas, and a Sana Ana River education pond and pier.
Justification or Significance of Improvement : This project is consistent with the adopted 2040 Eastvale General Plan. This project will directly benefit the health and wellbeing of the residents and its visitors.
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
Funding
Information:
Project Cost Overview
PROJECT PICTURE
Project Phases/Task Total Project Cost Estimates
Architect & Eng Serv.1 6,560,000$
Property Acquisition -$
Construction Contracts2 82,000,000$
Other Professional Serv.3 12,300,000$
Other Misc Expenses 4,100,000$
Total Cost 104,960,000$
Annual O&M
Review and Comments:
1 8% of the total construction cost
2Based on $40/ft for site improvements and $1,000/sf for building construction
3 15% of the total construction cost
4 5% of the total construction cost
1854
OCPW Land Use - Grand Park
95020
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Priority 1, Target E, Goal B
Fully Funded Partially Funded x No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Area near Hellman Avenue south of Walters St.
Description of Improvements:OCPW owns a floodplain area near Hellman Avenue, south of Walters Street. The city is requesting land use approval from OCPW to develop a passive park on approximately 200-acre lot. The Grand Park will exhibit Conservation Areas, Picnic Areas, Recreation Areas, and a Visitor Center.
Justification or Significance of Improvement : Encompassing a variety of restored ecosystems, community spaces and recreation opportunities Eastvale Grand Park will play a role in transforming quality of life for Eastvale residents.
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.1
Property Acquisition
Construction Contracts2
12,000,000$
150,000,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.3
Other Misc Expenses
Total Cost
Review and Comments:
1 8% of the total construction cost
2Based on $750k/acre ($18/sf) from JCSD park fee
3 15% of the total construction cost
4 5% of the total construction cost
Annual O&M
192,000,000$
7,500,000$
22,500,000$
1855
Santa Ana River Area Passive Park
95019
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target E, Goal E
Fully Funded Partially Funded x No Funding
Annual O&M
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Parcels adjacent to the Santa Ana River
Description of Improvements: Army Corps of Engineer owns many undeveloped parcels near the Santa Ana River. City is requesting land use from Army Corps of Engineer to construct passive park/trail.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts
50,000$
City Council Goals
& Objectives:
Project Cost Overview
Total Project Cost Estimates
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Total Project Cost Estimates include staff time only.
50,000$
1856
Fire Medic Squad Replacement
95016
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study x In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target A, Goal F
Fully Funded Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: N/A
Description of Improvements: Replacement funding for the City's two Fire Medic Units (Ambulances), Ford F-250 trucks with service body modifications, cabinets, etc.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 800,000$
City Council Goals
& Objectives:
Project Cost Overview
Total Project Cost Estimates
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
800,000$
Annual O&M
1857
Fire Truck Purchase
95015
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study x In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target A, Goal F
Fully Funded Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: N/A
Description of Improvements: Purchase of additional fire truck for the new third fire station at Scholar Way and 58th Street to provide more efficient, effective emergency services to the residents. The truck will either be a tractor-drawn or a rear-mount "Quint" style truck (rear-mount style is illustrated below).
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 2,700,000$
City Council Goals
& Objectives:
Project Cost Overview
Total Project Cost Estimates
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
2,700,000$
1858
Fire Station
95013
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements x Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Priority 1, Target E, Goal A
Fully Funded x Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Southeast commerical quadrant of the Leal Master Plan Description of Improvements: A design build project to construct a Fire Station located in the southeast commerical quadrant of the Leal Master Plan. The project scope includes 12,000 sqaure feet facilitiy and site improvements.
Justification or Significance of Improvement : The Fire Station (to be operated by the Riverside County/CalFIRE) will provide service to the northern portion of the City of Eastvale within proximity to the Downtown Leal Project and also provide immediate response to the commercial retail/industrial/logistics corridor north of Bellegrave, along and across the I-15 Interstate corridor, as well as the residential neighborhoods and commerical retail/industrial along the Limonite cooridor from Hellman to I-15 Interstate.
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition1
Construction Contracts2 14,763,994$
1,352,650$
1,021,245$
City Council Goals
& Objectives:
Project Cost Overview
Total Project Cost Estimates
Funding
Information:
Other Professional Serv.3
Other Misc Expenses4
Total Cost
Review and Comments:
1Based on a development agreement appraisal of $1,109,639 per acre 2Includes estimated building construction cost and 10% contingency based on the contstruction unit cost per sq ft of the City Hall (95011) 3 Includes project/consulant management, plan check, and geotech 4 Includes FF&E and AV System
Annual O&M
18,843,368$
952,624$
752,855$
1859
Smart City Masterplan
94011
Accessibility Improvements Program x Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Priority 3, Target F, Goal C
Fully Funded x Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Citywide
Description of Improvements: Develop a feasibility study and master plan for Smart City initiatives to support the pursuit of grant opportunities for construction outlined in the master plan. The feasibility study will define the scope of work, including areas of interest for fiber optic infrastructure, public Wi-Fi, and other related components.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 7,000,000$
150,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
7,150,000$
1860
Citywide Traffic Signal Synchronization - Phase 2 Collectors 94007
Accessibility Improvements Program x Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
x Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target E, Goal D
Fully Funded x Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Citywide
Description of Improvements: Install traffic synchronization components and fiber optic line and/or wireless antenna to relay signal per the traffic signal synchronization master plan. Traffic signal synchronization of major corridors will be completed in two phases. Phase 1 includes Hamner Avenue, Archibald Avenue, Schleisman Road and Scholar Way. Phase 2 includes collectors streets including Harrision Ave, Sumner Ave, 65th St, and Citrus St.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 1,500,000$
500,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
2,000,000$
1861
Street Maintenance: Pot Holes, Deep Patch and Crack Seal 94004
Accessibility Improvements Program x Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering x Annual Projects
Target E, Goal C
x Fully Funded Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Citywide
Description of Improvements: Annual program to provide pavement preventative treatment on arterial streets by crack sealing, repairing pot holes and deep patching in difficult locations. This is an ongoing project and will be reappropriated each year as needed. The contractor will be selected by a bidding procedure as needed.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 50,000$
City Council Goals
& Objectives:
Project Cost Overview
Total Project Cost Estimates
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
This is an annual project.
Annual O&M
50,000$
1862
Streetlight Installation Project
93036
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment x Street Improvements
x
Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering x Annual Projects
Target E, Goal C
x Fully Funded Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Citywide
Description of Improvements: Project scope includes design and installation of new streetlights to enhance lighting and safety and retofit existing light fixture to LED.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 25,000$
25,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
This is an annual project.
Annual O&M
50,000$
1863
Schleisman Road Mobility, Safety and Connectivity Project 93027
Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment x Street Improvements
x
Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation x Design – Engineering Annual Projects
Fully Funded x Partially Funded No Funding
Project Number:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Category:
Location: Schleisman Road between Hamner Avenue and Sumner Avenue Description of Improvements: Design and construction of Schleisman Road between Hamner Avenue and Sumner Avenue to include allinclusive, all ages and abilities Class I trail/pathways in existing roadway to enhance mobility, safety and connectivity.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 10,000,000$
1,000,000$
City Council Goals
& Objectives:
Target E, Goal E
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
11,000,000$
1864
Hamner Avenue Beautification Project
92020
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
N/A
Fully Funded x Partially Funded No Funding
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Number:
Location: Hamner Avenue between 65th Street and Schleisman Road Description of Improvements: Design and install landscape median along Hamner Avenue between 65th Street and Schleisman Road to close the gap of landscape median long Hamner Avenue within the City limits.The project is estimated to start after Hamner Avenue Traffic Signal is synchronized (Project #94007).
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 1,800,000$
200,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
2,000,000$
1865
Limonite Interchange Gateway Feature
92013
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
x Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Priority 2, Target B, Goal C
Fully Funded x Partially Funded No Funding
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Number:
Location: I-15 Limonite Interchange and Limonite Avenue Description of Improvements: Design and construction of an iconic and memorable gateway feature at I-15 Limonite Interchange to brand Eastvale and welcome visitors and residents into the City. See also project# 94010 for Citywide Branding Project as a concurrent project.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 350,000$
85,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
435,000$
1866
Improvement of Bike Network Connectivity
92012
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
Design – Conceptual x Under Construction/Implementation Design – Engineering Annual Projects
Target E, Goal E
Fully Funded Partially Funded x No Funding
Project Status:
Special Funding
Milestones/
Deadlines:
Location: Scholar Way and Harrison Avenue
Description of Improvements: Design and construction of nearly 5 miles of Class I trails running along Scholar Way and Harrison Avenue, utilizing excess right-of-way rather than impacting vehicle circulation/travel lanes. The project will provide dedicated space for people to bike and walk from northern City limit to the Santa Ana River trail connecting to schools, parks, retail and neighborhoods. The project construction documents have been developed with a budget that is partially funded by ATP. Funding/grant opportunities are to be identified to fund the construction and successfully deliver the project.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Number:
City Council Goals
& Objectives:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 25,000,000$
1,750,000$
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Annual O&M
29,250,000$
2,500,000$
1867
Citywide Americans with Disabilities Act Improvement Project 91010
x Accessibility Improvements Program Citywide Maintenance Program Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering x Annual Projects
Target D, Goal D
x Fully Funded Partially Funded No Funding
City Council Goals
& Objectives:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
This is an annual project.
Funding
Information:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts
Annual O&M
250,000$
250,000$
Total Project Cost Estimates
Project Cost Overview
Project Status:
Special Funding
Milestones/
Deadlines:
Location: Citywide
Description of Improvements: Annual program to provide improvements focusing on Americans with Disabilities Act (ADA) accessibility, including curb ramps, sidewalks and public facilities throughout the City as identified in the Transition Plan that was adopted in 2024. This is an ongoing project and will be reappropriated each year as needed.
Justification or Significance of Improvement : Beyond legal obligations, the City is dedicated to creating a more inclusive, accessible, and equitable environment for all individuals through ADA improvement projects.
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
Project Title:
Project Number:
FY 2025/2026 to FY 2029/2030
1868
DESIRABLE PROJECTS
(appendix continues on next page)
45 APPENDIX C
CAPITAL IMPROVEMENT PLAN BY
PROJECT DETAILS
1869
SCE Easement Trail Improvement Along 68th Street
92019
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target E, Goal E
Fully Funded Partially Funded No Funding
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Number:
Location: 68th street between Sumner Avenue and Cedar Creek Rd.
Description of Improvements: Design and install trail improvement on SCE easement along 68th street between Sumner Avenue and Cedar Creek Rd.Pursue grant opportunities to construct. Cost estimate is to be determined until after right-of-way dedication is completed and feasibility study and preliminary concepts have been determined. Measure A will be used as local match to future grant(s).
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts
40,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Total Project Cost Estimates include staff time only.
Annual O&M
40,000$
1870
Orchard Park to American Heroes Park Trail
92018
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Target E, Goal E
Fully Funded Partially Funded No Funding
Project Category:
CITY OF EASTVALE
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Project Title:
Project Number:
Location: Bellegrave Ave. from Orchard Park to American Heros Description of Improvements: Design and install trail along Bellegrave from Orchard Park to American Heros. Cost estimate is to be determined until the right-of-way acquisition process is completed and feasibility study and preliminary concepts have been determined. City will pursue grant opportunities. General fund is to be used for preliminary feasibility studies. Measure A will be used as local match to future grant(s).
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts
100,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Total Project Cost Estimates include staff time only.
Annual O&M
100,000$
1871
Roadway Vision
92014
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
x Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering Annual Projects
Fully Funded Partially Funded No Funding
Project Category:
CITY OF EASTVALE
Project Title:
Project Number:
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Location: Citywide
Description of Improvements: Conceptual design of trails and/or linear parks within the existing City roadways where there are more than sufficient space to provide safe drive lanes and dedicated space for people to bike and walk. This project includes landscape architectural trail design on all major arterials and collectors. This project will recommence after City completes the design of Improvement of Trail Network Connectivity (Project #92012), Schleisman Trail (Project# 93027), Alternate Drainage Water Quality (Project #93031) and General Plan (Project #94008) to define the City's vision and goal of trails and/or linear parks.
Justification or Significance of Improvement :
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts
15,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Target E, Goal E
Funding
Information:
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
Total Project Cost Estimates include staff time only.
Annual O&M
15,000$
1872
Traffic Signal Battery Backup Systems
92011
Accessibility Improvements Program Citywide Maintenance Program x Roadway Safety/Traffic Improvements Land, Buildings, Facilities & Equipment Street Improvements
x
Feasibility Study In Progress
Design – Conceptual Under Construction/Implementation Design – Engineering x Annual Projects
Fully Funded Partially Funded No Funding
Project Category:
CITY OF EASTVALE
Project Title:
Project Number:
CAPITAL IMPROVEMENT PROGRAM PROJECT DETAIL SHEET
FY 2025/2026 to FY 2029/2030
Location: Citywide
Description of Improvements: Eastvale has approximately 77 traffic signals throughout the City, 56 solely maintained by the City and 21 shared by other jurisdictions. Each Battery cell cost roughly about $250, and depending on the type of the battery backup system, some intersections use 4 battiers, and some use 6 batteries. A complete new system is approximately $7,000. A backup system for signals greatly improve traffic safety during power outages. This is an ongoing project.
Justification or Significance of Improvement : A backup system for signals greatly improve traffic safety during power outages.
Project Priority
within CIP
Category:
Critical (Start within a year)
Essential (Start within 1 to 3 years)
Desirable (Start within 3 to 5 years)
Project Status:
Special Funding
Milestones/
Deadlines:
PROJECT PICTURE
Project Phases/Task
Architect & Eng Serv.
Property Acquisition
Construction Contracts 25,000$
City Council Goals
& Objectives:
Total Project Cost Estimates
Project Cost Overview
Funding
Information:
Target E, Goal D
Other Professional Serv.
Other Misc Expenses
Total Cost
Review and Comments:
This is an annual project.
Annual O&M
25,000$
1873
Development Impact Fee Schedule
Impact Fee Type Hotel/Motel
Commercial
Retail
BusinessProfessionalIndustrial/Ind
ustrial Flex
Development Units Room KSF KSF KSF
City Hall Impact Fee $1,497.99 $2,032.71 $1,359.72 $542.52 Police Station Impact Fee 774.94 5,231.64 750.23 115.34 Fire Deparment Facilities Impact Fee 517.95 1,294.87 362.56 155.38 Total Fees $2,790.88 $8,559.22 $2,472.51 $813.24
Impact Fee Type
Residential:
<600 Sq Ft
Residential:
600-800 Sq Ft
Residential:
>800 - 1,200
Sq Ft
Residential:
>1,200 -
1,900 Sq Ft
Residential:
>1,900 -
2,300 Sq Ft
Residential:
>2,300 Sq Ft
Development Units DU DU DU DU DU DU
Park Improvement Impact Fee $2,557.50 $3,720.00 $5,115.00 $7,207.50 $9,532.50 $12,322.50 Community & Recreation Centers Impact Fee 532.36 774.34 1,064.72 1,500.29 1,984.25 2,565.01 City Hall Impact Fee 755.4 1,098.76 1,510.80 2,128.86 2,815.58 3,639.66 Library Impact Fee 639.97 930.87 1,279.95 1,803.56 2,385.36 3,083.51 Police Station Impact Fee 800.77 891.18 981.59 1,097.83 1,188.24 1,278.65 Fire Deparment Facilities Impact Fee 612.96 674.25 735.55 796.84 858.14 919.43 Total Fees $5,898.96 $8,089.40 $10,687.61 $14,534.88 $18,764.07 $23,808.76 Residential
Non Residential
CITY OF EASTVALE
2025 Adopted Development Impact Fee Nexus Study
Fees Effective [Month, Day, Year]
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 1 of 1 Exhibit "C"
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Development Impact Fee Type Units 1 Current Fee 2 Proposed Fee 3 CHINO
CITYWIDE 4
CHINO
PRESERVE 4
CORONA
CITYWIDE 5
CORONA
TEMESCAL VALLEY 5
JURUPA
VALLEY 6 NORCO 7
ONTARIO
CITYWIDE 8
ONTARIO
ONTARIO RANCH 8
Park Land and Improvements DU No Existing Fee 7,208 22,494 13,928 12,708 12,708 1,423 11,821 15,198 15,198 Recreation Facilities DU No Existing Fee 1,500 4,736 4,736 192 192 Public Buildings (Incl Libraries) DU 942 3,932 156 156 790 790 271 4,768 3,461 3,461 Police DU No Existing Fee 1,098 636 637 212 338 509 509 Fire DU 481 797 1,310 1,310 349 627 672 1,010 523 1,102 Transportation DU 693 No Proposed Fee 4,586 9,212 4,047 4,062 2,224 4,986 Congestion Management DU No Existing Fee No Proposed Fee 587 Storm Drainage Collection System DU No Existing Fee No Proposed Fee 2,396 4,655 1,176 2,545 2,563 3,744 Miscellaneous Residential Amenities DU No Existing Fee No Proposed Fee 1,798 Radio Communications Facilities DU No Existing Fee No Proposed Fee 60 Animal Control DU No Existing Fee No Proposed Fee 251
Fiber Optics DU No Existing Fee No Proposed Fee 2,057
Total Residential - Single-Family 2,116 14,535 36,314 37,019 19,474 14,715 2,366 24,457 24,478 31,057 Park Land and Improvements DU No Existing Fee 3,720 17,441 10,799 8,924 9,824 965 9,639 13,470 13,470 Recreation Facilities DU No Existing Fee 774 3,911 3,911 135 135 Public Buildings (Incl Libraries) DU 650 2,030 156 156 564 564 229 3,063 2,906 2,906 Police DU No Existing Fee 891 404 407 91 146 502 502
Fire DU 332 674 846 846 466 836 405 1,009 479 1,007
Transportation DU 487 No Proposed Fee 3,061 6,151 4,047 2,712 1,485 3,329 Congestion Management DU No Existing Fee No Proposed Fee 391 Storm Drainage Collection System DU No Existing Fee No Proposed Fee 1,045 4,411 583 210 826 1,422 Miscellaneous Residential Amenities DU No Existing Fee No Proposed Fee 1,485 Radio Communications Facilities DU No Existing Fee No Proposed Fee 45 Animal Control DU No Existing Fee No Proposed Fee 251
Fiber Optics DU No Existing Fee No Proposed Fee 2,057
Total Residential - Multi-Family 1,469 8,089 26,864 28,557 14,810 11,550 1,599 16,884 19,668 24,693 Park Land and Improvements KSF No Existing Fee $ - 90 90 463 Recreation Facilities KSF No Existing Fee $ -
Public Buildings (Incl Libraries) KSF 150 2,033 60 60 22 226 210 210 Police KSF No Existing Fee 5,232 1,040 1,040 180 280 713 713 Fire KSF 132 1,295 1,040 1,040 160 290 134 561 398 847
Transportation KSF 1,685 No Proposed Fee 9,400 18,890 1,980 7,342 4,494 10,075 Congestion Management KSF No Existing Fee No Proposed Fee 1,200 Commercial
City of Eastvale 2024 Impact Fee Study - Total Fee Comparison
CITY OF EASTVALE COMPARISON AGENCIES
Residential - Single-Family
Residential - Multi-Family
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Development Impact Fee Type Units 1 Current Fee 2 Proposed Fee 3 CHINO
CITYWIDE 4
CHINO
PRESERVE 4
CORONA
CITYWIDE 5
CORONA
TEMESCAL VALLEY 5
JURUPA
VALLEY 6 NORCO 7
ONTARIO
CITYWIDE 8
ONTARIO
ONTARIO RANCH 8
City of Eastvale 2024 Impact Fee Study - Total Fee Comparison
CITY OF EASTVALE COMPARISON AGENCIES
Storm Drainage Collection System KSF No Existing Fee No Proposed Fee 520 3,820 440 404 447 1,728 Radio Communications Facilities KSF No Existing Fee No Proposed Fee 69 Animal Control KSF No Existing Fee No Proposed Fee 31
Fiber Optics KSF No Existing Fee No Proposed Fee 1,434
Total Commercial 1,967 8,560 12,060 26,050 2,850 729 156 9,027 6,262 15,007 Park Land and Improvements KSF No Existing Fee $ - 90 90 463 Recreation Facilities KSF No Existing Fee $ -
Public Buildings (Incl Libraries) KSF 149 1,360 60 60 22 226 92 92 Police KSF No Existing Fee 750 740 740 180 280 279 279
Fire KSF 132 363 1,050 1,050 160 290 134 561 319 637
Transportation KSF 352 No Proposed Fee 7,130 14,330 950 7,342 2,568 5,758 Congestion Management KSF No Existing Fee No Proposed Fee 910 Storm Drainage Collection System KSF No Existing Fee No Proposed Fee 610 3,300 440 404 537 1,521 Radio Communications Facilities KSF No Existing Fee No Proposed Fee 69 Animal Control KSF No Existing Fee No Proposed Fee 31
Fiber Optics KSF No Existing Fee No Proposed Fee 2,391
Total Office 633 2,473 9,590 20,390 1,820 729 156 9,027 3,795 10,678 Park Land and Improvements KSF No Existing Fee $ - 370 370 329 Recreation Facilities KSF No Existing Fee $ -
Public Buildings (Incl Libraries) KSF 156 543 60 60 22 161 54 54 Police KSF No Existing Fee 115 60 60 10 20 29 29
Fire KSF 137 155 40 40 20 30 36 116 25 51
Transportation KSF 373 No Proposed Fee 2,310 4,650 420 2,516 1,377 3,088 Congestion Management KSF No Existing Fee No Proposed Fee 300 Storm Drainage Collection System KSF No Existing Fee No Proposed Fee 520 2,470 380 277 1,132 1,482 Radio Communications Facilities KSF No Existing Fee No Proposed Fee 4 Animal Control KSF No Existing Fee No Proposed Fee 22
Fiber Optics KSF No Existing Fee No Proposed Fee 717
Total Industrial 666 813 2,990 7,580 1,200 424 58 3,421 2,617 5,421 Notes:
1 DU = dwelling unit; KSF = 1,000 gross sq ft of building area 2 Eastvale existing impact fees updated July 1, 2019
4 City of Chino impact fees effective July 1, 2023; Chino has two impact fee schedules, one citywide and one for the Preserve 3 Proposed impact fees from NBS 2024 Impact Fee Study; proposed single-family residential impact fees based on the 1,200-1,900 square foot fee category; proposed multi-family residential impact fees based on the 600-800 square foot fee category
Office
Industrial
1876
Development Impact Fee Type Units 1 Current Fee 2 Proposed Fee 3 CHINO
CITYWIDE 4
CHINO
PRESERVE 4
CORONA
CITYWIDE 5
CORONA
TEMESCAL VALLEY 5
JURUPA
VALLEY 6 NORCO 7
ONTARIO
CITYWIDE 8
ONTARIO
ONTARIO RANCH 8
City of Eastvale 2024 Impact Fee Study - Total Fee Comparison
CITY OF EASTVALE COMPARISON AGENCIES
5 City of Corona impact fees effective July 1, 2023; Corona has two impact fee schedules, one citywide and one for Temescal Valley 6 City of Jurupa Valley impact fees adopted January 21, 2021 7 City of Norco impact fees effective July 1, 2023
8 City of Ontario impact fees effective January 1, 2023; Ontario has two impact fee schedules, one for the general city and one for Ontario Ranch 1877
1878
1879
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ORDINANCE NO. 2025-__
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, AMENDING CHAPTER 110.28 (DEVELOPMENT IMPACT FEE PROGRAM) AND SECTION 130.20.020 (PARK AND RECREATION FEES AND
DEDICATIONS) OF THE EASTVALE MUNICIPAL CODE
WHEREAS, the City is authorized to establish development impact fees to offset the proportionate cost of providing public facilities to serve development projects, and to impose those fees on the owners of those development projects, in accordance the City’s authority under California Constitution Article 11, Section 7, and in accordance with the requirements of the “Mitigation Fee Act” (California Government Code Sections 66000 -66025); and WHEREAS, the City is authorized to require the dedication of land or the payment of fees in lieu of dedication, or a combination of both, for park or recreational purposes as a condition of approval of a tentative map or parcel map for a development project, in accordance with the City’s authority under California Constitution Article 11, Section 7, and in accordance with the requirements of the “Quimby Act” (California Government Code Section 66477); and
WHEREAS, the City previously established procedures for establishing and imposing development impact fees on development projects, as codified at Eastvale Municipal Code Chapter 110.28 (last amended in 2012), and consistent with the requirements of the Mitigation Fee Act; and
WHEREAS, the City previously established procedures for establishing and imposing park land dedication requirements on tentative maps and parcel maps, and fees in lieu thereof (“Quimby Fees”), as codified at Eastvale Municipal Code Section 130.20.020, which was last amended when the City incorporated in 2010; and
WHEREAS, the provisions of this ordinance are intended to establish the procedural framework for the City’s establishment and imposition of development impact fees and Quimby Act Fees; however, the actual calculation of development impact fees are analyzed in accordance with a nexus study prepared as required by the Mitigation Fee Act (Government Code Section 66016.5); and
WHEREAS, in the course of reviewing the sufficiency of previous development impact fees, the City engaged a consultant, NBS, to prepare a nexus study to update the analysis of the proportionate impacts from development projects on the City’s public facilities, as well as the proportionate benefit received by development projects from the City’s public facilities; and the City correspondingly undertook a review of the underlying procedures codified in the Eastvale Municipal Cod; and
WHEREAS, at its _________, 2025 meeting, and as required by Sections 66016.5, 66018 and 66019 of the Mitigation Fee Act, the City Council held a duly noticed public hearing and 1881
adopted a development impact fee nexus study prepared by NBS on behalf of the City, and adopted new and increased development impact fees for the City, including Quimby Fees; and WHEREAS, the City Council desires to amend Chapter 110.28 and Section 130.20.020 to be consistent with the newly adopted development impact fees, which go into effect on ________, 2025, and to make other clarifying and streamlining edits, as well as to ensure consistency with current legal requirements.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES ORDAIN AS FOLLOWS:
SECTION 1. Amendment of Chapter 110.28. Chapter 110.28 is amended in its entirety to read as shown in Exhibit A attached hereto and incorporated by reference.
SECTION 2. Amendment of Section 130.20.020. Section 130.20.020 is amended in its entirety to read as shown in Exhibit A attached hereto and incorporated by reference.
SECTION 3. CEQA Findings. The City Council hereby finds that the adoption of this Ordinance is not subject to CEQA review pursuant to CEQA Guideline 15378(b)(4), which provides that the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project are not projects subject to CEQA review.
SECTION 4. Severability. If any chapter, subsection, subdivision, sentence, clause, phrase, or portion of this ordinance, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision will not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this ordinance, and each Chapter, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more Sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.
SECTION 5. Effective Date. This ordinance shall take effect thirty (30) days after its passage by the City Council.
SECTION 6. City Clerk Action. The City Clerk is authorized and directed to cause this Ordinance to be published within fifteen (15) days after its passage in a newspaper of general circulation and circulated within the City in accordance with Government Code Chapter 36933(a) or, to cause this Ordinance to be published in the manner required by law using the alternative summary and pasting procedure authorized under Government Code Chapter 39633(c).
PASSED, APPROVED AND ORDAINED this __ day of ___________, 2025. 1882
__________________________________________
Michael McMinn
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica L. Vega Marc A. Donohue, MMC
City Attorney City Clerk
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STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §
CITY OF EASTVALE )
I, Marc A. Donohue, City Clerk/Communications Director of the City of Eastvale, California, do hereby certify that the foregoing Ordinance No. 25-__, was introduced at a regular meeting of the City Council of the City of Eastvale held on the 25th day of June, 2025, and was passed by the City Council of the City of Eastvale at a regular meeting held on the __ day of _________, 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk
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EXHIBIT “A”
Chapter 110.28 Development Impact Fee Program
110.28.010 Authority
The ordinance codified in this chapter is enacted under the authority of Article 11, Section 7 of the California Constitution and the Mitigation Fee Act (California Government Code Title 7, Division 1, Chapters 5 through 9, Sections 66000 through 66025). 110.28.020 Purpose and intent
A. Development Projects impose increased demands on public facilities. It is intended that every person who undertakes a Development Project in the City pay Development Impact Fees established pursuant to this chapter to ensure that the Owners of Development Projects contribute to the proportionate share of the cost of public facilities needed as a result of Development Projects. The purpose of this chapter is to provide the parameters by which the City shall administer those Development Impact Fees established by the City Council.
B. Except as specifically provided herein, the development impact fees established under this chapter are in addition to (and do not replace) any separate obligations imposed as subdivision map exactions or other measures and exactions required to mitigate site-specific impacts of a development project; other regulatory, development and processing fees; school impact fees; utility demand fees and connection charges; funding required pursuant to a development agreement; funds collected pursuant to a reimbursement agreement for amounts that may separately benefit the development project; assessment district proceedings; benefit assessments; or other required property taxes or fees.
110.28.030 Definitions
“Development Impact Fee” means a monetary exaction other than a tax or special assessment that is charged to an Owner in connection with approval of a Development Project for the purpose of defraying all or a portion of the proportionate cost of the public facilities related to the development project. Provided, however, a “Development Impact Fee” shall not include any City charge that is outside the definition of “fee” under Government Code Section 66000(a).
“Development Project” means any project undertaken for the purpose of development of property that increases demands or impacts on any Public Facilities, including a project involving the issuance of a permit for new construction or reconstruction of an existing structure that increases demands or impacts on Public Facilities. “Mitigation Fee Act” means California Government Code Title 7, Division 1, Chapters 5 through 9, including Sections 66000 through 66025.
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“Owner” means the legal owner(s) of real property upon which a Development Project is proposed. An owner may provide to the City a written delegation of authority for an authorized representative(s) to act on the Owner’s behalf in accordance with the requirements of this chapter. To the extent an Owner delegates authority to a “representative” or “developer” or “applicant” to pay fees on behalf of the Owner, the Owner shall be jointly and severally liable for payment of required fees.
“Public Facilities” means any public improvement, public services, or community amenities (as defined by Government Code Section 66000(d)) to the extent those facilities are funded by Development Impact Fees in accordance with this chapter. Public Facilities shall specifically include any “Capital Improvement” identified in a capital improvement plan adopted in accordance with Government Code Section 66016.5, and the costs of Public Facilities funded in all or in part by Development Impact Fees shall include acquisition of land, design, construction management, construction, equipping and installing, and related costs such as administration, financing, and legal services .
110.28.040 Establishment of Development Impact Fees
The City Council may establish Development Impact Fees by resolution conforming to the requirements of the Mitigation Fee Act and this chapter. 110.28.050 Payment of Development Impact Fees
A. Amount. The amount of Development Impact Fees to be paid for each Development Project shall be the amount of the fee in effect at the time a building permit is issued, unless otherwise required by State law, including limitations imposed by Government Code Section 66007.
B. Timing. The fee for each lot within a Development Project shall be paid in-full prior to issuance of a building permit, unless otherwise required by State law, including limitations imposed by Government Code Section 66007. If the Development Impact Fees for a Development Project are not paid in full prior to the issuance of a building permit for any portion of the project, the City may require the Owner to execute a contract to pay the Development Impact Fees as a condition of issuance of the building permit. Any such contract shall require the Development Impact Fees to be paid no later than the final inspection, or the date the certificate of occupancy is issued, whichever occurs first, and the contract may include payment on a pro rata or lump-sum basis, in accordance with Government Code Section 66007.
The City Manager or their designee is authorized execute such contracts. For any Owner that owes a Development Impact Fee for a Development Project, if the fee is not paid prior to the final inspection, or the date the certificate of occupancy is issued, whichever occurs first, the Owner shall pay the required fee no later than thirty days after written demand from the City.
C. Exceptions. The following types of Development Projects are not subject to Development Impact Fees (in whole or in part):
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1. Reconstruction of a structure damaged or destroyed by fire or other natural causes; provided that this exception is limited to the portion of the reconstructed structure that does not increase the demand or impacts on public facilities, as compared to the demand or impacts from the structure on the property as it existed prior to being damaged or destroyed .
2. Rehabilitation or remodeling of an existing residential structure; provided that this exception is limited to the portion of the rehabilitated or remodeled structure that does not increase the demand or impacts on public facilities, as compared to the demand or impacts from the structure on the property as it existed (prior to being rehabilitated or remodeled) at the time the City last updated a nexus study for the relevant public facilities.
3. Rehabilitation or remodeling of an existing non-residential structure; provided that this exception is limited to the portion of the rehabilitated or remodeled structure that does not increase the demand or impacts on public facilities, as compared to the demand or impacts from the structure on the property as it existed (prior to being rehabilitated or remodeled) at the time the City last updated a nexus study for the relevant public facilities.
D. Fee Protest. The Owner may protest the imposition of Development Impact Fees on the Development Project in compliance with the procedure provided in Government Code Section 66020. The city shall promptly schedule the protest for consideration by the city council, with a goal of considering the protest within 60 days after the filing of the protest, unless the City and Owner agree to a longer amount of time. The decision of the city council shall be final.
E. Refund. To the extent an Owner pays a Development Impact Fee for a development project prior to issuance of a building permit, and if the building permit expires without commencement of construction of the permitted building, the Owner may submit a written request for a refund in accordance with this paragraph. Any Owner who submits a timely written request for refund in accordance with this paragraph shall be entitled to a refund, without interest, of the Development Impact Fees paid, if any, for the Development Project, except that the city may retain an administrative fee, in an amount established by resolution of the city council, to offset the City’s costs of processing the requested refund. The Owner must submit a written request for a refund to the City Manager within 30 calendar days of the expiration of the building permit. Failure to timely submit the required application for refund shall constitute a waiver of any right to the refund.
110.28.060 Accounting and Use of Development Impact Fees The City shall establish separate accounts for each category of Development Impact Fee established by the City Council and deposit Development Impact Fees collected into the appropriate account. The money deposited into these accounts, and any interest earnings thereon, shall be used solely for the public facilities for which the Development Impact Fees were imposed. Development Impact Fees may be used to pay the principal, interest and other costs of bonds, notes and other obligations issued or undertaken by or on behalf of the City to finance such public facilities.
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110.28.070 Credits and Reimbursements
A. Credits. An Owner who constructs Public Facilities may receive a credit against the corresponding Development Impact Fee otherwise owed for the Development Project only if the Owner submits a timely written request and obtains approval from the City through a credit agreement. The Owner shall submit a written request for any such credit concurrently with submitting improvement plans for the Public Facilities. The Owner and the City must enter into a credit agreement prior to the issuance of a building permit for the Development Project for the Owner to receive a credit against the applicable Development Impact Fees. Failure to enter into a credit agreement prior to the issuance of a building permit shall be deemed a waiver of any request or claim for credit. The agreement must estimate the cost of constructing the Public Facilities, the schedule for the completion of the Public Facilities, a requirement that the Public Facilities be constructed to City standards, and such other terms and conditions as deemed necessary by the City.
B. Reimbursements. If an Owner constructs a Public Facility the City may reimburse the Owner for the costs of the Public Facility in excess of what is needed to provide services to or mitigate the impacts of the Development Project only if the Owner submits a timely written request and obtains approval from the City through a reimbursement agreement. The Owner shall submit a written request for any such reimbursement concurrently with submitting improvement plans for the Public Facilities. The Owner and the City must enter into a reimbursement agreement prior to the issuance of a building permit for the Development Project for the Owner to receive a reimbursement. Reimbursement will be made only after the city has accepted the Public Facilities as complete. The City shall not reimburse an Owner out of the City’s General Fund or any other City funds other than the subject Development Impact Fee fund.
C. Maximum Credit and Reimbursement. Any credit agreement or reimbursement agreement that implements this section shall document the maximum amount of credit and/or reimbursement available to the Owner which shall not exceed the City’s reasonable estimate of the City’s cost of providing the Public Facilities.
D. Credit and Reimbursement Policy. The City Council may, from time to time, adopt by resolution a Development Impact Fee Credit and Reimbursement Policy implementing the provisions of this section.
E. Execution of Agreements. The City Manager may approve and sign any agreements authorized by paragraphs A through C of this section, provided the agreement is consistent with this section any policy adopted by the City Council pursuant to paragraph D of this section. 1888
EXHIBIT “B”
130.20.020 Park and recreation fees and dedications.
A. Authority. This section is adopted pursuant to California Government Code Section 66477, which authorizes a city council to require, by ordinance, the dedication of land or the payment of fees in lieu thereof, or a combination of both, for park and recreational facilities as a condition of approval of a tentative map or parcel map.
B. Dedication or Fee Required. Whenever land is proposed to be subdivided for residential use, the property owner shall be required, as a condition of approval of the subdivision, to dedicate to the City for park purposes three acres of land for every 1,000 residents of the subdivision, or pay an equivalent fee, or a combination of both, consistent with this section.
1. For subdivisions containing 50 parcels or less, only the payment of fees shall be required; provided, however, that when a condominium project, stock cooperative or community apartment project exceeds 50 dwelling units, the dedication of land may be required even though the number of parcels may be less than 50.
2. Nothing in this section shall prevent the City from accepting the voluntary dedication of land by a developer for a subdivision containing less than 50 parcels if the dedication meets the other requirements of this section.
C. Exemptions. This section shall not apply to the following land divisions:
1. Commercial or industrial.
2. Condominium projects or stock cooperatives which consist of the subdivision airspace in an existing apartment building which is more than five years old and no new dwelling units area added.
3. Subdivisions containing less than five parcels and not used for residential purposes, provided, however, that a condition of approval shall be placed on those maps that if a building permit is requested for the construction of a residential structure or structures on one or more of the parcels within four years of the approval of the final map, the owner of each parcel on which construction of a residential structure is proposed must pay a fee in lieu of park land dedication as a condition to the issuance of a building permit. The City may require a developer to implement this condition by recording an agreement to document the obligation to pay the fee as a condition of issuance of a building permit.
D. Dedications of Land. Whenever land is dedicated pursuant to this section the following provisions apply.
1. The amount and location of property to be dedicated shall be as approved by the City. In determining whether to require a dedication of land, the City may consider the natural features of the area, available access, the location, size and shape of the subdivision, the land 1889
available for dedication, the feasibility of dedication, the location of existing and proposed park sites and trailways and the compatibility of dedication with the City’s General Plan.
2. All dedications of land shall be in accordance with the Subdivision Map Act. Land shall be conveyed in fee simple to the City free and clear of all encumbrances except those which will not interfere with the use of the property for its intended purposes and which the City agrees to accept. The City may require the dedication from the developer by irrevocable offer of dedication on the map or by grant deed delivered to the City before the approval of the final map. If the final map is disapproved, or if it is withdrawn by the developer, any deeds shall be returned to the developer. If the final map is approved, the deeds shall be recorded by the City at the time the final map is recorded. No deed for dedication of land shall be accepted unless it is accompanied by a policy of title insurance, secured by the developer, in an amount equal to the value of the land dedicated.
3. The amount of land to be dedicated shall be based on the residential density of the subdivision, and shall be determined by multiplying the number of dwelling units in the subdivision by the estimated number of persons per household, and multiplying that product by 0.003 (based on the ratio of the City standard of 3 acres of park land per 1,000 people). The estimated number of persons per household by dwelling unit type shall be determined by the Community Development Director based on data from the most recent available federal census or census taken pursuant to California Government Code Section 40200 et seq.
4. To the extent that the amount of land required to be dedicated by a developer (under paragraph D.3 of this section) exceeds the actual amount of land to be dedicated by the developer (as approved by the City under paragraph D.1 of this section), the developer shall pay in-lieu fees for the value of that net amount of land that otherwise would have been required to be dedicated. The amount of the in-lieu fee shall be as determined by paragraph E of this section.
5. The land dedicated shall bear a reasonable relationship to the use of the park and recreational facilities by the future inhabitants of the subdivision.
6. Whenever land is dedicated, the developer shall provide the following improvements for the benefit of the land dedicated. Prior to approval of a final map on which a dedication of park land is required in accordance with this section, the developer shall submit improvement plans, subject to approval by the Public Works Director in accordance with chapter 130.24 of this code:
a. Full street improvements and utility connections including, but not limited to, curbs, gutters, relocation of existing public utility facilities, street paving, traffic control devices, street trees, and sidewalks to the dedicated land; b. Fencing along the property lines of the subdivision which are contiguous to the park;
c. Improve the drainage through the park site;
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d. Provide minimal physical improvements, not including recreational facilities, building, or equipment, which the City determines are necessary for acceptance of the land for park and recreational purposes, including, but not limited to, grading, drainage, irrigation and planting improvements;
e. Provide access from the park and recreational facilities to an existing or proposed public street, unless the City determines that such access is unnecessary for maintenance of the park area or use of the park by the residents of the subdivision.
E. Payment of Fees. Whenever fees are imposed pursuant to this section, the following provisions apply.
1. The fee shall be paid prior to the recording of the final map, or such later time as may be stated in the conditions of approval for the subdivision. No Certificate of Occupancy shall be issued by the City for a dwelling unit within subdivision conditioned to pay fees pursuant to this section unless and until the fee for that dwelling unit has been paid.
2. The fees to be paid shall bear a reasonable relationship to the use of the park and recreational facilities by the future inhabitants of the subdivision. The fee shall be calculated by the Community Development Director based on the fair market value of land within the subdivision of a size equal to that which the developer would otherwise be required to dedicate in accordance with this section. Provided, however, as an alternative method of estimating the fair market value of land to be used when calculating the amount of fees, the City Council may, by resolution, determine the estimated fair market value per acre of acquiring park land within the City. The fee amount for a subdivision shall equal the fair market value of land multiplied by the size of land that would have been required to be dedicated for the subdivision under this section.
3. Whenever fees are paid pursuant to this section, the City shall deposit them into a separate fund.
F. Credits. A developer may receive a credit against dedication or fee requirements as follows.
1. A credit may be given against the requirement for the payment of fees or the dedication of land required by this section for the reasonable value of park and recreation improvements provided by the developer. The amount of the credit shall be determined prior to the approval or conditional approval of the tentative map, and the amount shall be documented in a credit agreement between the City and the developer. The granting of a credit shall be at the discretion of the City Council and shall be based on an approved set of improvement plans.
2. A credit may be given where private areas for park and recreational purposes are provided in a subdivision and such areas are for active recreational uses, and will be privately owned and maintained in common by the future owner(s) of the development. Such areas may be credited against up to 50% of the requirement of land dedication or fees at the discretion of 1891
the City Council; provided that the City Council determines that it is in the public interest to grant such credits and that all of the following standards either have been or will be met prior to approval of the final map or development permit:
a. That yards, court areas, setbacks, and other open space areas, required to be maintained by Title 120 of this Code, the building code and other regulations, shall not be included in the computation of such private areas;
b. Evidence is provided that the private ownership and maintenance of the area will be adequately provided for by recorded written agreement, covenants or restrictions; and that the use of the private area is restricted for park and recreational purposes by an open space easement or other instrument; and
c. That the proposed private area is reasonably adaptable for use of park or recreational purposes, taking into consideration such factors as size, shape, topography, geology, access and location.
3. “Active recreational uses” means, for the purposes of this paragraph F, recreation facilities occurring on usable level land (five percent maximum slope) in a planned development which are designed to provide individual or group activities of an active nature including, but not limited to, open lawn, sports fields, court games, swimming pools, children’s play areas, picnic areas, golf courses, and recreational community gardening. Active recreational uses do not include natural open space, nature study areas, open space for buffer areas, steep slopes, or scenic overlooks.
G. Use of Land and Fees.
1. The City shall develop a schedule specifying how, when, and where it will use the land or fees, or both, to develop park or recreational facilities.
2. All fees collected by the City may be used only for the purpose of developing new or rehabilitating existing park and recreational facilities to serve the subdivision.
Notwithstanding the foregoing, fees may be used for the purpose of developing new or rehabilitating existing park or recreational facilities in a neighborhood other than the neighborhood in which the subdivision is located, if all of the following requirements are met:
a. The neighborhood in which the fees are to be expended has fewer than three acres of park area per 1,000 members of the neighborhood population. b. The neighborhood in which the subdivision for which the fees were paid has a park area per 1,000 members of the neighborhood population ratio that meets or exceeds three acres per 1,000 persons.
c. The City Council holds a public hearing before using the fees pursuant to this paragraph.
1892
d. The City Council makes a finding supported by substantial evidence that it is reasonably foreseeable that future inhabitants of the subdivision for which the fee is imposed will use the proposed park and recreational facilities in the neighborhood where the fees are used.
e. The fees are used within a specified radius that complies with the city’s ordinance adopted pursuant to this section, and are consistent with the adopted general plan or specific plan of the city. For purposes of this paragraph, “specified radius” includes a planning area, zone of influence, or other geographic region designated by the city, that otherwise meets the requirements of this section.
3. All fees collected pursuant to this section shall be committed by the City for a specific project within five years of receipt of the fees or five years after the issuance of building permits on one-half of the lots created by the subdivision, whichever occurs later. If the fees are not so committed, the fees received shall be distributed to the then record owners of the subdivision in the same proportion that the size of their lot bears to the total area of all lots in the subdivision.
H. Subsequent Development. Whenever subsequent development occurs on property for which fees have been paid or land dedicated in accordance with this section, no additional fees or dedications shall be required under this Section except as to any additional lots or dwelling units which were not subject to a prior fee or dedication requirement. 1893
City Council Presentation
May 20, 2025
City of Eastvale
Development Impact Fee Nexus Study
Presented by:
1894
City of Eastvale| Development Impact Fee Nexus Study 2
Agenda
1 About Impact Fees
2 Impact Fee Calculations
3 Summary of Results
1895
City of Eastvale| Development Impact Fee Nexus Study 3
About Impact Fees
1896
City of Eastvale| Development Impact Fee Nexus Study 4
About Impact Fees
Impact Fees Are Imposed as A Condition of Development Approval…
To Pay for Capital Facilities Needed to Serve New Development They May Be Used for New Facilities, or Existing Facilities That Have Capacity to Serve New Development
They May Not Be Used to Pay for Maintenance or Operations 1897
City of Eastvale| Development Impact Fee Nexus Study 5
Legally, Impact Fees Require A “Nexus” (Case Law) or “Reasonable Relationship” (Mitigation Fee Act)
Development Must Create A Need for Facilities Funded by Impact Fees
Development Must Benefit from Facilities Funded by Impact Fees Impact Fees Must Be Proportional to the Impact of Development Required Nexus
1898
City of Eastvale| Development Impact Fee Nexus Study 6
Mitigation Fee Act Findings
Identify the Purpose of the Fee
Identify the Use of the Fee (List Specific Facilities) Determine How There is a Reasonable Relationship between:
• Use of the Fee and the Project Type on which the fee is imposed (Benefit)
• Need for the Public Facility and the Project Type on which the fee is imposed (Need)
• Amount of the Fee and the Cost Attributable to the
Project on which the fee is imposed (Proportionality)
1899
City of Eastvale| Development Impact Fee Nexus Study 7
AB 602 Requirements (New Since 2022)
Impact Fees Should Be Based on the Existing Level of Service (LOS)
Residential Impact Fees Must Be Proportional to Square Footage of Units.
Most Cities Must Adopt a CIP as Part of the Impact Fee Study Impact Fee Nexus Studies Must Be Updated Every 8 Years Beginning on January 1, 2022
1900
City of Eastvale| Development Impact Fee Nexus Study 8
Recent Changes to State Law Place New Restrictions on Impact Fees for Accessory Dwelling Units (ADUs):
• ADUs of 750 Square Feet or Less are Exempt from Impact Fees
• Impact Fees for ADUs Larger Than 750 Square Feet Must be Proportional to the Relationship Between the Size of the ADU and the Size of the Primary Unit
Impact Fees for ADUs
1901
City of Eastvale| Development Impact Fee Nexus Study 9
Calculating Impact Fees
1902
City of Eastvale| Development Impact Fee Nexus Study 10 Park Improvements *
Recreation Centers *
Library *
City Hall
Impact Fees Calculated in This Study
Police Facilities & Vehicles
Fire Facilities & Vehicles
Traffic and Streets Facilities
(fee removed)
* Impact Fees Apply Only to Residential Development
1903
City of Eastvale| Development Impact Fee Nexus Study 11 Terner Center for Housing Innovation at UC Berkeley:
Existing Inventory Method – new development funds expansion of facilities at same standard used to serve existing development Planned Facility Method – new development pays for planned expansion of facilities attributable to new development System Plan Method – new development pays for its share of the cost of an integrated system of facilities
Calculation Methods & Standards
1904
City of Eastvale| Development Impact Fee Nexus Study 12 Calculation Approach
Development
Data
Demand
Factors
Facility
Needs
Impact Fee
Analysis
Fee
Comparison
Reporting &
Adoption
1905
City of Eastvale| Development Impact Fee Nexus Study 13 Projected Growth to 2040
Population
• Existing Population = 68,814
• 2040 Population = 85,611 (+24%)
Employees
• Existing Employment = 17,948
• 2040 Employment = 38,387 (+69%)
Development Data
1906
City of Eastvale| Development Impact Fee Nexus Study 14 Development Types & Demand Factors
Table 2.1: Demand Factors
Development Unit Pop per Empl per Svc Pop Police Calls Fire Calls Type 1 Type 2 Unit 3 Unit 4 per Unit 5 per Unit 6 per Unit 7 Residential: <600 Sq. Ft. DU 1.10 1.10 0.620 0.100
Residential: 600-800 Sq. Ft. DU 1.60 1.60 0.690 0.110
Residential: >800-1,200 Sq. Ft. DU 2.20 2.20 0.760 0.120 Residential: >1,200-1,900 Sq. Ft. DU 3.10 3.10 0.850 0.130 Residential: >1,900-2,300 Sq. Ft. DU 4.10 4.10 0.920 0.140 Residential: >2,300 Sq. Ft. DU 5.30 5.30 0.990 0.150
Hotel/Motel Room 0.98 0.50 2.18 0.600 0.085
Commercial Retail KSF 2.00 2.96 4.051 0.211
Business-Professional KSF 2.50 1.98 0.581 0.059
Industrial/Industrial Flex KSF 1.00 0.79 0.089 0.025
Public Facilities KSF 2.50 1.98 0.000 0.079
Parks Acres 0.00 0.00 1.933 0.150
Schools Students 0.00 0.00 0.038 0.004
1907
City of Eastvale| Development Impact Fee Nexus Study 15 AB 602 Requires Impact Fees to Be Based on the Existing Level of Service (LOS), Unless Otherwise Justified
In This Study, Impact Fees for Park Improvements and Recreation Centers Are Based on the Existing LOS (e.g., the Existing Ratio of Improved Park Acres to Population)
Impact Fees for Library, City Hall, Police, and Fire Are Based on the Planned LOS (e.g. total facility Needs to Serve Buildout) Level of Service
1908
City of Eastvale| Development Impact Fee Nexus Study 16 NBS did not calculate fees for park land acquisition
Eastvale MC 130.20.020 implements Quimby Act (QA) locally Fees for requiring dedication of land for parks or fees in lieu of land dedication are set on a case by case basis according to MC Park Land Acquisition Fees
1909
City of Eastvale| Development Impact Fee Nexus Study 17 For improvements to park land needed to serve new development Existing Inventory Method
Impact Fees Based on Existing Level of Service (LOS)
Impact Fees Based on the Existing Ratio of Improved Park Acres to Population (3.10 Acres per 1,000 Residents)
Park Improvement Cost = $750,000 per Acre
Park Improvement Cost per Capita = $2,325
Impact Fee per Unit = $2,325 x Population per Unit
Park Improvement Impact Fees
1910
City of Eastvale| Development Impact Fee Nexus Study 18 Existing Inventory Method
Impact Fees Based on Existing Level of Service (LOS)
Existing LOS = Replacement Cost of Existing Community Center / Existing Population
Total Asset Replacement Cost = $33.3M
Existing Population = 68,814
Replacement Cost per Capita = $483.96
Impact Fee per Unit = $483.96 X Population per Unit
Community & Recreation Center Impact Fees
1911
City of Eastvale| Development Impact Fee Nexus Study 19 System Plan Method
Impact Fees Based on Planned Level of Service (LOS) needed to serve total 2040 Population
Total Planned Improvement Cost = $49M
New Development’s share = $9.7M
2040 Population = 85,172
Cost per Capita = $581.80
Impact Fee per Unit = $581.80 X Population per Unit
Library Impact Fees
1912
City of Eastvale| Development Impact Fee Nexus Study 20 System Plan Method
Impact Fees Based on Planned Level of Service (LOS) needed to serve total 2040 Population
Total Planned Improvement Cost = $79.6M
New Development’s share = $21.1M
2040 Buildout Service Population = 115,919
Cost per Capita = $686.73
Impact Fee per Unit = $686.73 X Service Population per Unit City Hall Impact Fees
1913
City of Eastvale| Development Impact Fee Nexus Study 21 System Plan Method
Impact Fees Based on Planned Level of Service (LOS) needed to serve total 2040 Population
Total Planned Improvement Cost = $54M
New Development’s share = $21.8M
2040 Buildout Calls for Service = 41,822
Cost per Call for Service = $1,291.56
Impact Fee per Unit = $1,291.56 X Calls for Service per Unit Police Impact Fees
1914
City of Eastvale| Development Impact Fee Nexus Study 22 System Plan Method
Impact Fees Based on Planned Level of Service (LOS) needed to serve total 2040 Population
Cost Basis $29.5M = Replacement Cost of Existing Assets + Planned Assets
2040 Buildout Calls for Service = 4,816
Cost per Call for Service = $6,129.55
Impact Fee per Unit = $6,129.55 X Calls for Service per Unit Fire Impact Fees
1915
City of Eastvale| Development Impact Fee Nexus Study 23 Summary of Results
1916
City of Eastvale| Development Impact Fee Nexus Study 24 Impact Fees per Unit of Development
Table S.1: Summary of Development Impact Fees per Unit Calculated in This Study Development Park Comm/Rec City
Type Units 1 Imprvmts Centers Library Hall Police Fire Total Residential: <600 Sq. Ft. DU 2,558 532 640 755 801 613 $ 5,899 Residential: 600-800 Sq. Ft. DU 3,720 774 931 1,099 891 674 $ 8,089 Residential: >800-1,200 Sq. Ft. DU 5,115 1,065 1,280 1,511 982 736 $ 10,688 Residential: >1,200-1,900 Sq. Ft. DU 7,208 1,500 1,804 2,129 1,098 797 $ 14,535 Residential: >1,900-2,300 Sq. Ft. DU 9,533 1,984 2,385 2,816 1,188 858 $ 18,764 Residential: >2,300 Sq. Ft. DU 12,323 2,565 3,084 3,640 1,279 919 $ 23,809 Hotel/Motel Room 1,498 775 518 $ 2,791
Commercial Retail KSF 2,033 5,232 1,295 $ 8,559
Business-Professional KSF 1,360 750 363 $ 2,473
Industrial/Industrial Flex KSF 543 115 155 $ 813
1917
City of Eastvale| Development Impact Fee Nexus Study 25 Existing Impact Fees
Table S.2: Existing Impact Fees From City of Eastvale Fee Schedule Development
Type Units 1 General 2 Fire Total
Residential, Multi-Family DU 650 332 $ 982
Residential, Single-Family DU 942 481 $ 1,423
Commercial Retail KSF 150 132 $ 282
Office/Business Park KSF 149 132 $ 281
Industrial/Industrial Flex KSF 156 137 $ 293
1918
City of Eastvale| Development Impact Fee Nexus Study 26 Questions or Comments?
Joe Colgan
Impact Fee Consultant
Nicole Kissam
Project Manager
[email protected]
[email protected]
1919
AGENDA STAFF REPORT
City Council/Eastvale Public Financing Authority Meeting
PUBLIC HEARINGS
Agenda Item No. 12.4
June 25, 2025
Issuance of Eastvale Public Financing Authority Lease Revenue Bonds Series 2025A
Prepared By:
Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the:
1. City Council hold a public hearing with respect to the issuance of the 2025A Bonds;
2. City Council Approve and Adopt a Resolu)on authorizing the issuance of Eastvale Public Financing Authority Lease Revenue Bonds, authorizing the execu)on and delivery of a Ground Lease, Lease Agreement, Indenture, Con)nuing Disclosure Agreement and Bond Purchase Agreement in connec)on with the issuance of such bonds, authorizing the distribu)on of an Official Statement in connec)on with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions; and
3. Eastvale Public Financing Authority approve and adopt a Resolu)on authorizing the issuance of Eastvale Financing Authority Lease Revenue Bonds, authorizing the execu)on and delivery of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement and Bond Purchase Agreement in connec)on with the issuance of such bonds, authorizing the distribu)on of an Official Statement in connec)on with the offering and sale of such bonds and authorizing the execution of necessary documents and certificates and related actions.
Summary
This item relates to the issuance of lease revenue bonds by the Eastvale Public Financing Authority (the “Authority”). The Lease Revenue Bonds, Series 2025A (the “2025A Bonds”) are being issued to finance a por)on of the costs of the acquisi)on, construc)on and/or installa)on of the design and 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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1920
development of the Civic Center Project, which includes the City Hall, Library, and Police Sta)on buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facili)es and equipment (collec)vely, the “Project”). Of the total cost of the Project, approximately $50 million will be funded from the net proceeds of the Series 2025A Bonds.
Background
The Project is located at the northwestern corner of Hamner Avenue and Limonite Avenue in the City, and consists of the design, construc)on and furnishing of three buildings (City Hall, Police Department, and Library), an approximately 4.3 acre open space area including a Civic Plaza, Park, and Amphitheater, and approximately 23 surface parking spaces.
The total cost of the Project (including furniture, fixtures and equipment) is expected to be approximately $187.3 million, of which $50 million is expected to be funded with net proceeds of the 2025A Bonds.
In order to facilitate the issuance of the Series 2025A Bonds, the City and the Authority will enter into a Ground Lease pursuant to which the City will lease certain real property consis)ng generally of the City Hall building (the “Leased Property”), to the Authority, as well as a Lease Agreement pursuant to which the City will lease the Leased Assets back from the Authority. The 2025A Bonds will be payable and secured from base rental payments made by the City pursuant to the Lease Agreement.
Based on market condi)ons as of June 12, 2025 and assuming an “AA” category credit ra)ng, the 2025A Bonds are es)mated to have a par amount of $56.0 million and will be issued at an es)mated premium of approximately $2.5 million for total proceeds of approximately $58.4 million. Such proceeds will be used to fund $50.0 million in project costs, approximately $7.9 million of capitalized interest through May 1, 2028, and approximately $512,000 of issuance costs. The first principal payment is expected to be May 1, 2029 with a final maturity of May 1, 2055 (30-year term). The annual payments are estimated to be $3.9 million with an approximate true interest cost of 4.82%.
As required under Sec)on 5852.1 of the California Government Code (Code), good faith es)mates as provided by the Municipal Advisor and Underwriter are provided as an aJachment to the authorizing Resolu)ons. Such figures are es)mates and the final principal amount and interest cost for the 2025A Bonds will be determined on the actual sale date of the 2025A Bonds, which is currently expected to occur during the week of July 14.
The proposed Resolu)ons of the Council and the Authority approve all documents and ac)ons needed to authorize the issuance of the 2025A Bonds, including appointment of the financing team, and approval of the following substan)ally final form financing documents together with any changes or additions deemed advisable and approved by Authorized Officers:
Indenture of Trust - Agreement between the Authority and the Trustee (U.S. Bank Na)onal Associa)on), which sets forth the material terms and provisions rela)ng to the 2025A Bonds, including payment for the 2025A Bonds from Base Rental Payments.
Ground Lease – Agreement between the City and the Authority pursuant to which the City will lease the Leased Assets to the Authority.
Lease Agreement – This is an agreement between the City and the Authority providing the 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
1921
mechanism from which the City will lease the Leased Assets back from the Authority in exchange for the lease payments sufficient to pay debt service on the 2025A Bonds.
Preliminary Official Statement– The document circulated to poten)al purchasers of the 2025A Bonds; explains the financial condition of the City and the terms of the 2025A Bonds.
Con)nuing Disclosure Agreement – The Con)nuing Disclosure Agreement provides for the City to provide ongoing disclosure filings and no)ce of certain events. The form of the Con)nuing Disclosure Agreement is attached to the Preliminary Official Statement.
Assignment Agreement - Agreement between the Authority and the Trustee whereby the Authority assigns certain of its rights under the Lease Agreement, including its right to receive Lease Payments, to the Trustee for the benefit of the 2025A Bond owners.
Bond Purchase Agreement – The Agreement will set forth the terms and condi)ons under which the Underwriter (BofA Securities) will purchase the 2025A Bonds.
Should the Resolu)ons and financing documents be approved by the City Council and Authority, sale of the 2025A Bonds is expected to be completed on or about the week of July 14 with a delivery/closing date on or about the week of July 28.
Environmental
Issuance of municipal revenue lease bonds are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.
Strategic Plan Action - Priority Level: 1 | Target #: E | Goal #: A • Develop and Construct Civic Center
• Conduct financial planning for newly proposed infrastructure Fiscal Impact
Based on preliminary market condi)ons as of June 12, 2025, the issuance of 2025A Bonds to fund $50 million in net proceeds would result in es)mated average debt service payments, which include principal and interest, of approximately $3.9 million per year over a 30-year period with an approximate true interest cost of 4.82%. Interest rates remain vola)le and the final true interest cost and annual payments will be determined when the bonds are priced, which is scheduled to occur during the week of July 14. The es)mated issuance costs will be paid from the proceeds of the new bond issue and have been included in the calculation of the debt service.
Prior City Council/Commission Action
City staff has been working diligently to prepare for the Civic Center project. Over 25 staff reports for City Council considera)on have been presented since the incep)on of the project, da)ng back to July 28, 2021 when the first contract was awarded to Griffin Structures for construc)on management services. Staff reports have included ac)on on awarding design and engineering services, financial services and legal agreements, and a myriad of updates on the projects including design and schedules. On July 26, 2023 City Council par)cipated in a Civic Center financing plan workshop. On January 22, 2025, the City Council formed the Eastvale Public Financing Authority and adopted a Debt Management Policy for the City, that complies with Government Code Sec)on 8855(i). The City Council is considering the construc)on contract award for the project on the same agenda this item appears on, June 25, 2025.
Attachment(s)
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
1922
Attachment 1 - Resolution of City Council: Authorizing Bonds Attachment 2 - Resolution of Eastvale Public Financing Authority: Authorizing Bonds Attachment 3 - Indenture of Trust
Attachment 4 - Lease Agreement
Attachment 5 - Ground Lease
Attachment 6 - Assignment Agreement
Attachment 7 - Bond Purchase Agreement
Attachment 8 - Preliminary Official Statement with Appendix A Attachment 9 - PowerPoint Presentation
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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1923
4873-4909-4645v5/201004-0003
RESOLUTION NO. 25-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, AUTHORIZING
THE ISSUANCE OF EASTVALE PUBLIC FINANCING AUTHORITY LEASE REVENUE
BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE,
LEASE AGREEMENT, INDENTURE, CONTINUING DISCLOSURE AGREEMENT AND
BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SUCH
BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF SUCH BONDS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES
AND RELATED ACTIONS
WHEREAS, the City of Eastvale (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”);
WHEREAS, the City and the Eastvale Public Financing Authority (the “Authority”) desire to finance the costs of the acquisition, construction and installation of certain capital improvements, including but not limited to the design and development of the Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”); WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery by the Authority of the “Eastvale Public Financing Authority Lease Revenue Bonds Series 2025A (Civic Center Project)” (the “Series 2025 Bonds”) to finance the Project; WHEREAS, in order to facilitate the issuance of the Series 2025 Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”), pursuant to which the City will lease certain real property generally consisting of the land and improvements constituting a portion of the Project consisting of the site of the City Hall building, Civic Plaza, Park, Amphitheater, and a parking area (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Series 2025 Bonds by the Authority pursuant to an Indenture by and among U.S. Bank Trust Company, National Association (the “Trustee”), the City and the Authority (the “Indenture”);
WHEREAS, the Series 2025 Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”);
WHEREAS, on January 22, 2025, the City Council of the City adopted a Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), and the obligations under the Indenture and the Lease Agreement as contemplated by this Resolution comply with the Debt Management Policy; 1924
2 4873-4909-4645v5/201004-0003
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Series 2025 Bonds;
WHEREAS, the City and the Authority have selected BofA Securities, Inc., to act as underwriter (the “Underwriter”) of the Series 2025 Bonds and, in connection therewith, to purchase the Series 2025 Bondsfrom the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), requires that, in order to be able to purchase or sell the Series 2025 Bonds, the Underwriter must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the owners of the 2025 Bonds to provide disclosure of certain financial information and certain events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”); WHEREAS, a form of the Preliminary Official Statement with respect to the Series 2025 Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project with the proceeds of the Series 2025 Bonds in accordance with Section 6586.5 of the Act;
WHEREAS, notice of such hearing was published once in The Press-Enterprise, a newspaper of general circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act);
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the laws of the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EASTVALE, AS FOLLOWS:
Section 1. Each of the above recitals is true and correct. Following a duly noticed and conducted public hearing, the City Council hereby finds and determines that there are significant public benefits to the citizens of the City through the use of the Act to assist the City with respect 1925
3 4873-4909-4645v5/201004-0003
to the subject matter hereof through the approval of the issuance of the Series 2025 Bonds and otherwise hereunder within the meaning of Section 6586(a)-(d), inclusive, of the Act, in that the issuance of the Series 2025 Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development and demonstrable savings in effective interest rates to the City.
Section 2. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor, or such other member of the City Council as the Mayor may designate, the Vice Mayor, the City Manager, the Assistant City Manager, the Finance Director and the City Clerk, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Ground Lease and Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Lease and Lease Agreement shall terminate no later than May 1, 2056 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.50%.
Section 3. The form of Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Series 2025 Bonds shall not exceed $65,000,000, the final maturity date of the Series 2025 Bonds shall be no later than May 1, 2056, the true interest cost applicable to the Series 2025 Bonds shall not exceed 5.50% and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2025 Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.
Section 4. The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the City, to execute and deliver the Bond Purchase Agreement indicating the City’s acceptance thereof, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount paid by the Underwriter) in excess of 0.35% of the aggregate principal amount of the Series 2025 Bonds.
Section 5. The issuance of not to exceed $65,000,000 aggregate principal amount of the Series 2025 Bonds in one or more series of taxable or tax-exempt bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.
Section 6. The form of Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is 1926
4 4873-4909-4645v5/201004-0003
hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2025 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).
Section 7. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2025 Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.
Section 8. The form of Continuing Disclosure Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Agreement, in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced to the execution and delivery thereof.
Section 9. That the City Council hereby approves and appoints Stradling Yocca Carlson & Rauth LLP, as Bond and Disclosure Counsel, Urban Futures, Inc., as Municipal Advisor, and U.S. Bank Trust Company, National Association, as Trustee, each to provide such services to the City as may be required to issue the Series 2025 Bonds. The City Manager and his designees are hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the 2025 Bonds.
Section 10. With the passage of this Resolution, the City hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the City’s financing described in this Resolution and its obligations under the Indenture and the Lease Agreement as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Series 2025 Bonds and the execution and delivery of the Indenture and the Lease Agreement are not in compliance with the City’s Debt Management Policy, such noncompliance is waived in accordance with the terms of the City’s Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the City, with respect to the Series 2025 Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Series 2025 Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the City, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.
Section 11. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to 1927
5 4873-4909-4645v5/201004-0003
consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased Assets identified in the Lease Agreement, and taking any and all actions, and executing and delivering any and all documents, in order to clear any title exceptions to the Leased Assets. Additionally, any Authorized Officer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Series 2025 Bonds, provided such officer determines acceptance of the best bid will result in debt service savings or other benefits to the City, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. Anything to the contrary herein notwithstanding, in the event an Authorized Officer determines in consultation with Urban Futures, Inc., the City’s municipal advisor, that the cost efficient marketing of the Series 2025 Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 12. In accordance with Government Code Section 5852.1, certain good faith estimates are set forth in Exhibit A to this Resolution. Such estimates have been provided to the City by its municipal advisor with respect to the Series 2025 Bonds and the City Council hereby finds that the requirements of Section 5852.1 have been satisfied.
Section 13. This Resolution shall be effective upon its adoption. 1928
6 4873-4909-4645v5/201004-0003
PASSED, APPROVED and ADOPTED this _____ day of ___________, 2025.
Mike McMinn
Mayor
APPROVED AS TO FORM:
Erica Vega
City Attorney
ATTEST:
Marc A. Donohue, MMC
City Clerk/Government Services Director
1929
7 4873-4909-4645v5/201004-0003
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF EASTVALE )
I, Marc A. Donohue, MMC, City Clerk/Government Services Director of the City of Eastvale, do hereby certify that the foregoing City Council Resolution No. 25-__, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the ____ day of _____ 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAINED:
Marc A. Donohue, MMC
City Clerk/Government Services Director
1930
4873-4909-4645v5/201004-0003
EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Series 2025 Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by the City’s Municipal Advisor, Urban Futures, Inc., in consultation with BofA Securities, Inc., the Underwriter of the 2025 Bonds.
Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2025 Bonds to be issued and sold is $55,950,000 (the “Estimated Principal Amount”), which excludes approximately $2,466,887 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of such bonds. The Estimated Principal Amount plus the net premium represent the total estimated proceeds available in the aggregate amount of $58,416,887.
True Interest Cost of the 2025 Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2025 Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2025 Bonds, is 4.82%.
Finance Charge of the 2025 Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the City (meaning the cost of the insurance premium will be less than the reduced interest cost to the City), its good faith estimate of the finance charge for the 2025 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2025 Bonds), is $511,730.
Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the 2025 Bonds, less the finance charge of the 2025 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds, is $50,000,000.
Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the 2025 Bonds, plus the finance charge for the 2025 Bonds, as described above, not paid with the proceeds of the 2025 Bonds, calculated to the final maturity of the 2025 Bonds, 1931
9 4873-4909-4645v5/201004-0003
is $112,902,886, which excludes any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds (which may offset such total payment amount).
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the 2025 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the 2025 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the 2025 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 2025 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the City’s financing plan, or a combination of such factors. 1932
4878-7600-4853v5/201004-0003
RESOLUTION NO. 25-__
A RESOLUTION OF THE EASTVALE PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF EASTVALE FINANCING AUTHORITY LEASE REVENUE BONDS,
AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE, LEASE
AGREEMENT, INDENTURE, ASSIGNMENT AGREEMENT AND BOND PURCHASE
AGREEMENT IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION
WITH THE OFFERING AND SALE OF SUCH BONDS AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED
ACTIONS
WHEREAS, the City of Eastvale (the “City”) and the Eastvale Public Financing Authority (the “Authority”) desire to finance the costs of the acquisition, construction and installation of certain capital improvements, including but not limited to the design and development of the Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”);
WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery by the Authority of the “Eastvale Public Financing Authority Lease Revenue Bonds Series 2025A (Civic Center Project)” (the “Series 2025 Bonds”) to finance the Project; WHEREAS, in order to facilitate the issuance of the Series 2025 Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”), pursuant to which the City will lease certain real property generally consisting of the land and improvements constituting a portion of the Project consisting of the site of the City Hall building, Civic Plaza, Park, Amphitheater, and a parking area (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority and pay certain Base Rental Payments (as defined in the Lease Agreement), which are pledged to the owners of the Series 2025 Bonds by the Authority pursuant to an Indenture by and among U.S. Bank Trust Company, National Association (the “Trustee”), the City and the Authority (the “Indenture”);
WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement (the “Assignment Agreement”) in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee for the purpose of providing moneys to pay debt service on the Series 2025 Bonds; WHEREAS, the Series 2025 Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”);
WHEREAS, on January 22, 2025, the City Council of the City adopted a Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management 1933
2 4878-7600-4853v5/201004-0003
Policy”), which Debt Management Policy is by this Resolution hereby adopted by the Authority, and the sale and issuance of the Series 2025 Bonds as contemplated by this Resolution comply with the Debt Management Policy;
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Series 2025 Bonds;
WHEREAS, the City and the Authority have selected BofA Securities, Inc., to act as underwriter (the “Underwriter”) of the Series 2025 Bonds and, in connection therewith, to purchase the Series 2025 Bondsfrom the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
WHEREAS, a form of the Preliminary Official Statement with respect to the Series 2025 Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project with the proceeds of the issuance of the Series 2025 Bonds in accordance with Section 6586.5 of the Act;
WHEREAS, notice of such hearing was published once in The Press-Enterprise, a newspaper of general circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the Act);
WHEREAS, the Board of Directors of the Authority (the “Board of Directors”) has been presented with the form of each document referred to herein, and the Board of Directors desires to authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE EASTVALE PUBLIC FINANCING AUTHORITY, AS FOLLOWS:
All of the recitals herein contained are true and correct and the Board of Directors so finds. The Board of Directors has determined and hereby finds that the Authority’s assistance in financing the Projects by the issuance of the Series 2025 Bonds will result in significant public benefits within the meaning of Section 6586(a)-(d), inclusive, of the Act.
The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair of the Authority, or such other 1934
3 4878-7600-4853v5/201004-0003
member of the Board of Directors as the Chair may designate, the Vice Chair, the Executive Director, the Treasurer, and the Secretary of the Authority, and any designee thereof (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than May 1, 2056 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.50%.
The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Series 2025 Bonds shall not exceed $65,000,000, the final maturity date of the Series 2025 Bonds shall be no later than May 1, 2056, the true interest cost applicable to the Series 2025 Bondsshall not exceed
5.50% and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2025 Bonds established at negotiated sale pursuant to the Bond Purchase Agreement. The Authorized Officers are further authorized to change the series designation of the Series 2025 Bonds to reflect the year in which the Series 2025 Bonds are issued.
The issuance of not to exceed $65,000,000 aggregate principal amount of the Series 2025 Bonds in one or more series of taxable or tax-exempt bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.
The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
The Bond Purchase Agreement on file with the Secretary of the Authority is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter's discount (not including any original issue discount paid by the Underwriter) in excess of 0.35% of the aggregate principal amount of the Series 2025 Bonds. 1935
4 4878-7600-4853v5/201004-0003
The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2025 Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (except for the omission of certain final pricing, rating and related information as permitted by such Rule 15c2-12).
The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to Underwriter a reasonable number of copies of the Preliminary Official Statement.
The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Series 2025 Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority.
With the passage of this Resolution, the Authority hereby confirms that it has adopted the Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the Authority’s financing described in this Resolution and its obligations under the Series 2025 Bonds and the Indenture as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Series 2025 Bonds and the execution and delivery of the Indenture is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the Authority, with respect to the Series 2025 Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Series 2025 Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.
The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, adding property to, substituting property for or removing property from the Leased Assets identified in the Lease Agreement, and taking any and all actions, and executing and delivering any and all documents, in order to clear any title exceptions to the Leased Assets. Additionally, any Authorized Officer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve 1936
5 4878-7600-4853v5/201004-0003
account insurance policy, for the Series 2025 Bonds, provided such officer determines acceptance of the best bid will result in debt service savings or other benefits to the City, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved. Anything to the contrary herein notwithstanding, in the event the Executive Director determines in consultation with Urban Futures, Inc., the Authority’s municipal advisor, that the cost efficient marketing of the Series 2025 Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.
In accordance with Government Code Section 5852.1, certain good faith estimates are set forth in Exhibit A to this Resolution. Such estimates have been provided to the Authority by its municipal advisor with respect to the Series 2025 Bonds and the Board of Directors hereby finds that the requirements of Section 5852.1 have been satisfied.
This Resolution shall be effective upon its adoption.
1937
6 4878-7600-4853v5/201004-0003
PASSED, APPROVED and ADOPTED this _____ day of ___________, 2025.
Mike McMinn
Chair
APPROVED AS TO FORM:
Erica Vega
City Attorney
ATTEST:
Marc A. Donohue, MMC
Secretary/Government Services Director
1938
7 4878-7600-4853v5/201004-0003
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF EASTVALE )
I, Marc A. Donohue, MMC, City Clerk/Government Services Director of the City of Eastvale, do hereby certify that the foregoing Eastvale Public Financing Authority Resolution No. 25-__, was duly adopted by the Eastvale Public Financing Authority, at a meeting held on the ____ day of _____ 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAINED:
Marc A. Donohue, MMC
City Clerk/Government Services Director
1939
A-1
4878-7600-4853v5/201004-0003
EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Series 2025 Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by the Authority’s Municipal Advisor, Urban Futures, Inc., in consultation with BofA Securities, Inc., the Underwriter of the 2025 Bonds.
Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2025 Bonds to be issued and sold is $55,950,000 (the “Estimated Principal Amount”), which excludes approximately $2,466,887 of net premium estimated to be generated based on current market conditions. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of such bonds. The Estimated Principal Amount plus the net premium represent the total estimated proceeds available in the aggregate amount of $58,416,887.
True Interest Cost of the 2025 Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2025 Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2025 Bonds, is 4.82%.
Finance Charge of the 2025 Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the Authority (meaning the cost of the insurance premium will be less than the reduced interest cost to the Authority), its good faith estimate of the finance charge for the 2025 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2025 Bonds), is $511,730.
Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the 2025 Bonds, less the finance charge of the 2025 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds, is $50,000,000.
Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the 2025 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the 2025 Bonds, plus the finance charge for the 2025 Bonds, as described above, not paid with the proceeds of the 2025 Bonds, calculated to the final maturity of the 2025 Bonds, is $112,902,886, which excludes any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds (which may offset such total payment amount). 1940
2 4878-7600-4853v5/201004-0003
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the 2025 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the 2025 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the 2025 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 2025 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors. 1941
Stradling Draft of 6/9/25
4857-2470-3990v6/201004-0003
INDENTURE
by and among
EASTVALE PUBLIC FINANCING AUTHORITY
and
CITY OF EASTVALE
And
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of July 1, 2025
Relating to
$___________________
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
1942
TABLE OF CONTENTS
Page
i
4857-2470-3990v6/201004-0003
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions ................................................................................................................. 2 Section 1.02 Equal Security.......................................................................................................... 11
ARTICLE II
THE BONDS
Section 2.01 Authorization of Bonds............................................................................................ 11 Section 2.02 Terms of Series 2025A Bonds................................................................................. 11 Section 2.03 Form of Series 2025A Bonds...................................................................................13 Section 2.04 Transfer and Exchange of Bonds.............................................................................13 Section 2.05 Registration Books................................................................................................... 13 Section 2.06 Execution of Bonds.................................................................................................. 13 Section 2.07 Authentication of Bonds..........................................................................................14 Section 2.08 Temporary Bonds .................................................................................................... 14 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen............................................................ 14 Section 2.10 Book-Entry Bonds ................................................................................................... 14
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds .............................................................................16 Section 3.02 Application of Proceeds of the Series 2025A Bonds............................................... 16 Section 3.03 Costs of Issuance Fund ............................................................................................ 16 Section 3.04 Project Fund.............................................................................................................17 Section 3.05 Conditions for the Issuance of Additional Bonds....................................................17 Section 3.06 Procedure for the Issuance of Additional Bonds .....................................................19 Section 3.07 Additional Bonds..................................................................................................... 20
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds........................................................................ 20 Section 4.02 Notice of Redemption.............................................................................................. 21 Section 4.03 Selection of Bonds for Redemption......................................................................... 22 Section 4.04 Partial Redemption of Bonds...................................................................................22 Section 4.05 Effect of Notice of Redemption............................................................................... 22
ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations.....................................................................................23 Section 5.02 Flow of Funds.......................................................................................................... 23 Section 5.03 Application of Net Insurance Proceeds.................................................................... 24 Section 5.04 Title Insurance ......................................................................................................... 25 Section 5.05 Reserved...................................................................................................................26 Section 5.06 Rebate Fund .............................................................................................................26 Section 5.07 Investment of Moneys ............................................................................................. 27 1943
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Section 5.08 Payment Procedure Under the Insurance Policy...................................................... 28
ARTICLE VI
COVENANTS
Section 6.01 Compliance with Agreements.................................................................................. 28 Section 6.02 Compliance with Ground Lease and Lease Agreement........................................... 29 Section 6.03 Observance of Laws and Regulations...................................................................... 29 Section 6.04 Other Liens .............................................................................................................. 29 Section 6.05 Prosecution and Defense of Suits ............................................................................ 29 Section 6.06 Accounting Records and Statements ....................................................................... 30 Section 6.07 Recordation and Filing............................................................................................. 30 Section 6.08 Tax Covenants ......................................................................................................... 30 Section 6.09 Continuing Disclosure ............................................................................................. 31 Section 6.10 Further Assurances .................................................................................................. 31
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default..................................................................................................... 31 Section 7.02 Other Remedies of the Trustee ................................................................................ 31 Section 7.03 Non-Waiver .............................................................................................................32 Section 7.04 Remedies Not Exclusive..........................................................................................32 Section 7.05 No Liability by the Authority to the Owners........................................................... 32 Section 7.06 No Liability by the City to the Owners.................................................................... 32 Section 7.07 No Liability of the Trustee to the Owners............................................................... 33 Section 7.08 Application of Amounts After Default .................................................................... 33 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ................................... 33 Section 7.10 Limitation on Suits................................................................................................... 33 Section 7.11 [Insurer Rights.] [To Come] ....................................................................................34
ARTICLE VIII
THE TRUSTEE
Section 8.01 Employment of the Trustee...................................................................................... 34 Section 8.02 Duties, Removal and Resignation of the Trustee.....................................................34 Section 8.03 Compensation of the Trustee ...................................................................................35 Section 8.04 Protection of the Trustee..........................................................................................36 Section 8.05 Notice to Insurer by Trustee ....................................................................................39
ARTICLE IX
MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted ............................................................. 39 Section 9.02 Effect of Supplemental Indenture ............................................................................ 40 Section 9.03 Endorsement of Bonds; Preparation of New Bonds................................................ 40 Section 9.04 Amendment of Particular Bonds.............................................................................. 41 Section 9.05 Execution of Supplemental Indentures.................................................................... 41 1944
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ARTICLE X
DEFEASANCE
Section 10.01 Discharge of Indenture............................................................................................. 41 Section 10.02 Bonds Deemed To Have Been Paid......................................................................... 42 Section 10.03 Payment of Bonds After Discharge of Indenture.....................................................43
ARTICLE XI
MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties.................................................................. 43 Section 11.02 Successor Deemed Included in all References to Predecessor ................................ 43 Section 11.03 Execution of Documents by Owners ....................................................................... 43 Section 11.04 Waiver of Personal Liability....................................................................................44 Section 11.05 Destruction of Bonds............................................................................................... 44 Section 11.06 Funds and Accounts................................................................................................. 44 Section 11.07 Article and Section Headings Gender and References............................................ 44 Section 11.08 Partial Invalidity ...................................................................................................... 44 Section 11.09 Disqualified Bonds .................................................................................................. 45 Section 11.10 Money Held for Particular Bonds............................................................................ 45 Section 11.11 Payment on Non-Business Days.............................................................................. 45 Section 11.12 California Law ......................................................................................................... 45 Section 11.13 Notices.....................................................................................................................45 Section 11.14 Notice to Rating Agencies....................................................................................... 46 Section 11.15 Execution in Counterparts ....................................................................................... 46 Signatures ............................................................................................................................... S-1 EXHIBIT A FORM OF SERIES 2025A BOND .......................................................................A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION......................................................B-1 EXHIBIT C DESCRIPTION OF PROJECT .............................................................................C-1 1945
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INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of July 1, 2025, is by and among the EASTVALE PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF EASTVALE, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”); WITNESSETH:
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of certain capital improvement projects within the City, including but not limited to, the design and development of the Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”), and as more particularly described in Exhibit C attached hereto;
WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the Base Rental Payments (defined below) to be made by the City under the Lease Agreement (defined below); WHEREAS, all rights to receive the Base Rental Payments will be assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof;
WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (the “Series 2025A Bonds”), in the aggregate principal amount of $_____________, in order to finance the Project; WHEREAS, the Series 2025A Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Authority and the City desire to provide for the issuance of Additional Bonds (defined below) payable from the Base Rental Payments on a parity with the Series 2025A Bonds (the Series 2025A Bonds and any such Additional Bonds being collectively referred to herein as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of 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, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and 1946
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WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized; NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree 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 amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Act” means the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Bonds” means Bonds other than the Series 2025A Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06 hereof. “Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee.
“Authority” means the Eastvale Public Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative” means the Chair, the Vice Chair, the Executive Director or the Treasurer of the Authority, or any other person authorized by the Board of Directors of the Authority to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative” means the Mayor, the Mayor Pro Tem, the City Manager, or the Finance Director of the City, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture. “Authorized Denominations” means $5,000 or any integral multiple thereof. “Base Rental Payment Fund” means the fund by that name established in accordance with Section 5.02 hereof.
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“Base Rental Payments” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Beneficial Owner” means, whenever used with respect to a Book-Entry Bond, the Person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such BookEntry Bond by a Participant on the records of such Participant or such Person’s subrogee. “Bonds” means the Series 2025A Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed.
“Capitalized Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Eastvale, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means July [____], 2025.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Agreement” means each Continuing Disclosure Agreement executed by the City in connection with the issuance of a Series of Bonds, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds, and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel, fees and expenses of the municipal advisor, the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
“Costs of Issuance Fund” means the fund by that name established in accordance with Section 3.03 hereof.
“Credit Facility” shall have the meaning given to such term in Section 5.05(b)(v) hereof. 1948
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“DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. “Federal Securities” means (1) cash, (2) non-callable direct obligations of the United States of America, (3) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or (4) such securities as otherwise maybe authorized under State law and approved by the Insurer.
“Fitch” means Fitch Ratings, Inc., New York, New York, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
[“Insurance Policy” means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Insured Series 2025A Bonds when due.] [“Insured 2025A Bonds” means the Series 2025A Bonds maturing on and after May 1, 20___.]
[“Insurer” means _________________, or any successor thereto or assignee thereof.] “Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date” means May 1 and November 1 of each year, commencing on [November] 1, 2025.
“Lease Agreement” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, or its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
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“Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of counsel of Stradling Yocca Carlson & Rauth LLP, or other recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in DTC’s bookentry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” means the original underwriter or underwriters of a Series of Bonds required to comply with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, in connection with the offering of such Series of Bonds.
“Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person 1950
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claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
- Federal Agricultural Mortgage Corporation (Farmer Mac) Debt obligations
(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, and bankers’ acceptances (having maturities of not more 1951
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than 30 days) of any bank (including the Trustee and any affiliate) the short-term obligations of which are rated “A-1” or “A-2” without regard to qualifier by a nationally recognized rating agency service.
(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P or “Prime-1” by Moody’s. (7) Money market mutual funds rated “AAm” or “AAm-G” by a nationally recognized rating agency service, or better (including those 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) but excluding such funds with a floating net asset value. (8) Investments in repurchase agreements which comply with the requirements of California Government Code Section 53601(j) pursuant to which the seller will repurchase the securities on or before a specified date and for a specified amount and will deliver the underlying securities to the Trustee by book entry, physical delivery, or by third party custodial agreement. The term “securities,” for the purpose of repurchase agreements, means securities of the same issuer, description, issue date and maturity.
Repurchase agreements are required to be collateralized by securities or cash authorized under California Government Code Section 53601(j)(2) as described below:
(a) To anticipate market changes and provide a level of security for all repurchase agreement transactions, the market value of securities that underlie a repurchase agreement shall be valued at 102% or greater for U.S. securities listed in paragraph (1) above and 105% for U.S. Government Agency securities listed in paragraph (3) above, of the funds borrowed against those securities and the value shall be adjusted no less frequently than weekly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102% or 105%, as applicable, no later than the next business day.
(b) Collateral will be limited to U.S. Treasury securities listed in paragraph (1) above and U.S. Government Agency securities listed in paragraph (3) above. Collateral will be held by an independent third party with whom the Trustee has a current custodial agreement. A clearly marked evidence of ownership (safekeeping/custody receipt) must be supplied to the Trustee and retained. The Trustee retains the right to substitute or grant substitutions of collateral. (9) State Obligations:
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s or “A” by 1952
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S&P or Fitch, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short-term obligations of any state agency or subdivision described in (a) above and rated “A-1+” by S&P or “F1+” by Fitch or “Prime-1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P or Fitch or “Aa” or better by Moody’s. (10) Local Agency Investment Fund of the State of California. (11) Investment agreements, including guaranteed investment contracts, repurchase agreements and forward delivery agreements, that are obligations of an entity rated, or whose obligations are rated, or guaranteed by an entity which is rated or whose obligations are rated, (at the time the investment is entered into) not lower than “A-“ by S&P or Fitch, or “A3” by Moody’s.
(12) Pre-refunded municipal obligations rated “AAA” by S&P or Fitch or “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”);
(d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and
(f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. 1953
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The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Project” means the design and development of certain capital improvement projects within the City referred to as the Civic Center Project, as more fully set forth on Exhibit C attached hereto, and such other capital facilities that may be financed from proceeds of Additional Bonds as set forth in a Supplemental Indenture.
“Project Fund” means the fund of that name established pursuant to Section 3.04 hereof. “Property” has the meaning ascribed thereto in the Lease Agreement. “Rating Agency” means Fitch, Moody’s and S&P, or any one of such entities, as the context requires.
“Rebate Fund” means the fund by that name established in accordance with Section 5.06 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the period from the Closing Date through May 1, 2026 and, thereafter, the twelve-month period commencing on May 2 of each year during the term of the Lease Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book-Entry Bonds, in which the Authority makes certain representations with respect to issues of its securities for deposit by DTC or such successor depository.
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“Reserve Fund Requirement” means, with respect to any Additional Bonds, such amount, if any, as shall be determined in accordance with the Supplemental Indenture providing for issuance of such Additional Bonds.
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories” means The Depository Trust Company, New York, New York 10041-0099, Fax-(212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. “Series” means all of the Series 2025A Bonds or the Additional Bonds issued and designated under a Supplemental Indenture as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any bonds thereafter authenticated and delivered upon transfer or exchange of or in lieu of or in substitution for (but not to refund) such bonds as herein provided. “Series 2025A Bonds” means the Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project) issued hereunder. “Supplemental Indenture” means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the time of issuance of a Series of Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Term Bonds” means the Bonds maturing on May 1, 20___, May 1, 20___, May 1, 20___, and May 1, 20__, and any term maturities of an issue of Additional Bonds as specified in a Supplemental Indenture.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority” and “Written Request of the Authority” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Written Certificate of the City” and “Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single 1955
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instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.
Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the City, the Trustee and the Owners 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 principal of, premium, if any, and interest 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 or the City shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.
ARTICLE II
THE BONDS
Section 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of financing the Project. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein.
Section 2.02 Terms of Series 2025A Bonds.
(a) The Series 2025A Bonds shall be designated the “Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project).” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series, of Bonds.
(b) The Series 2025A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2025A Bond shall have more than one maturity date. The Series 2025A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $___________________, shall mature on May 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:
1956
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Maturity Date
(May 1)
Principal
Amount
Interest
Rate
T Term Bond
(c) Interest on the Series 2025A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2025A Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2025A Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2025A Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2025A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a), interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2025A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2025A Bonds who have provided account information and wiring instructions satisfactory to the Trustee. (d) The principal and premium, if any, of the Series 2025A Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee. (e) The Series 2025A Bonds shall be subject to redemption as provided in Article IV.
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Section 2.03 Form of Series 2025A Bonds. The Series 2025A Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.
Section 2.04 Transfer and Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
Prior to any transfer of Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.
The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.
Section 2.05 Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.
Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of an Authorized Officer of the Authority attested by the manual or facsimile signature of the Secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority. 1958
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Section 2.07 Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.
Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series in Authorized Denominations. Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.
Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture.
Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2025A Bonds shall initially be issued as Book-Entry Bonds. 1959
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Except as provided in subsection (c) of this Section, the registered Owner of all of the Book-Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of sameday funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be 1960
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registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds. The Authority may, at any time, execute the Series 2025A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2025A Bonds and deliver the Series 2025A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
Section 3.02 Application of Proceeds of the Series 2025A Bonds. On the Closing Date, the proceeds of the sale of the Series 2025A Bonds received by the Trustee, $____________ (being the principal amount of $___________________, plus net original issue premium of $____________, less an underwriter’s discount of $_____________, and less $____________ paid by the Participating Underwriter of the Series 2025A Bonds on behalf of the Authority directly to the Insurer), shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $____________ to the Costs of Issuance Fund,
(b) The Trustee shall deposit the amount of $____________ to the 2025A Bonds Capitalized Interest Fund; and
(c) The Trustee shall deposit the amount of $____________ to the Project Fund.
Section 3.03 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof. There shall be additionally be deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any 1961
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Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.
The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date that is six months after the Closing Date, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Project Fund.
Section 3.04 Project Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.” The moneys in the Project Fund or the accounts therein shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit B. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amounts in the Project Fund are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Project Fund not needed for Project Fund purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section 5.02 hereof, or (b) to the City for use on eligible capital facilities or other lawful use of such moneys in compliance with this Indenture and the Tax Certificate, and the Project Fund shall be closed.
Investment earnings on amounts on deposit in the Project Fund shall remain on deposit in the Project Fund for application in accordance with this Section.
Section 3.05 Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2025A Bonds) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(1) The application of the proceeds of the sale of such Additional Bonds; (2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds; (3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on May 1 of each year in which principal falls due, and the Term 1962
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Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on May 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and November 1 of each year, except that the first installment of interest may be payable on either May 1 or November 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on May 1 and November 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination (and provided that such Bonds may accrue interest at different rates), and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established as appropriate to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(4) The redemption premiums and terms, if any, for such Additional Bonds;
(5) The form of such Additional Bonds;
(6) If necessary; that from such proceeds or other sources an amount shall be deposited in a reserve fund or account so that following such deposit there shall be on deposit in a reserve fund or account an amount at least equal to the Reserve Fund Requirement for such Series of Additional Bonds, if any, after issuance of the Additional Bonds; and (7) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
(c) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
(d) The Ground Lease and the Lease Agreement shall have been amended, to the extent necessary, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City); and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds; and Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in this Section 3.05, no such issuance may occur if an event of default (within the meaning of Article VII of the Lease Agreement) (or any event which, once all notice or grace periods have passed, would constitute such event of default) exists unless such event of default shall be cured upon such execution or issuance.
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Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Section 3.06 Procedure for the Issuance of Additional Bonds. At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issuance of such Additional Bonds, the amendment to the Lease Agreement required by Section 3.05 hereof and the amendment to the Ground Lease, if any, required by Section 3.05 hereof, together with satisfactory evidence that provision has been made for such amendment to the Lease Agreement and such amendment to the Ground Lease, if any, to be recorded in the official records of the appropriate county;
(b) A Written Request of the Authority as to the delivery of such Additional Bonds;
(c) An opinion of Bond Counsel substantially to the effect that (i) the Indenture (including all Supplemental Indentures), the Lease Agreement (including the amendment thereto required by Section 3.05 hereof) and the Ground Lease (including any amendment thereto required by Section 3.05 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Base Rental Payments as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), and (iii) the issuance of such Additional Bonds, in and of itself, will not adversely affect the exclusion of interest on any tax-exempt Bonds Outstanding prior to the issuance of such Additional Bonds from gross income for federal income tax purposes; (d) A Written Certificate of the Authority that the requirements of Section 3.05 hereof have been met;
(e) A Written Certificate of the City that the requirements of Section 3.05 hereof and Sections 6.01 and 6.02 of the Lease Agreement have been met, and a Written Certificate of the City directing application of the proceeds of such Additional Bonds; and (f) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds. 1964
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Section 3.07 Additional Bonds. So long as any of the Bonds remain Outstanding, the Authority shall not issue any Additional Bonds or obligations payable from the Base Rental Payments, except pursuant to Sections 3.05 and 3.06 hereof.
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds.
(a) Extraordinary Redemption. The Series 2025A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of:
(i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, and (ii) eminent domain proceeds received pursuant to Section 8.01 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(b) Optional Redemption. The Series 2025A Bonds maturing on or after May 1, 20___, shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20___, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 8.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Mandatory Sinking Fund Redemption. The Series 2025A Bonds with stated maturities on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
*
* Final Maturity.
The Series 2025A Bonds with stated maturities on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
1965
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Redemption Date
(May 1)
Principal
Amount
*
* Final Maturity.
The Series 2025A Bonds with stated maturities on May 1, 20___ and bearing interest at ______% are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
In the event of a redemption pursuant to Section 4.01(a) or (b), the City shall provide the Trustee with a revised mandatory sinking fund schedule giving effect to the redemption so completed.
Section 4.02 Notice of Redemption. Unless otherwise provided in a Supplemental Indenture, notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice of redemption may state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.
Neither the failure to receive any notice so given, nor any defect in such notice, shall affect the 1966
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validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.
With respect to any notice of optional redemption of Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.
Section 4.03 Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds of a Series, the Trustee shall select the Bonds of a Series to be redeemed by lot from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, (b) with respect to any redemption pursuant to Section 4.01(a) hereof and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.
Section 4.04 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.
Section 4.05 Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.
If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been given as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become 1967
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payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.
ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund, and the Redemption Fund are hereby pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets.
All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no taxing power.
Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund,” the “Redemption Fund,” and the “Capitalized Interest Fund.”
All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds in the following order of priority:
(i) Interest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. (ii) Principal Fund. On the Business Day immediately preceding each May 1, commencing May 1, [2026], the Trustee shall transfer from the Base Rental Payment Fund to 1968
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the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such May 1, either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto.
Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(iii) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Sections 5.03 and 5.04 hereof and Section 8.01 of the Lease Agreement. Moneys in the Redemption Fund shall be used by the Trustee for the purpose of paying the principal of and interest and premium, if any, on Series 2025A Bonds redeemed pursuant to the provisions of subsections (a) and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(iv) Capitalized Interest Fund. On the second Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Capitalized Interest Fund to the Interest Fund, the following amounts on the dates set forth below. All amounts remaining in the Capitalized Interest Fund following May 1, 2028 shall be transferred to the Interest Fund.
Date Amount
November 1, 2025 $____________
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.
The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Each such Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.
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Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account.
If the damage, destruction or loss was such that there resulted in a substantial interference with the City’s right to the use or occupancy of the Property and an abatement of Rental Payments results from such damage or destruction pursuant to Section 3.06 of the Lease Agreement, then the City shall be required either to (a) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Property or the portions thereof which have been damaged to the condition which existed prior to such damage or destruction, or (b) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, as set forth in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, in full of all the Outstanding Bonds or all of those Outstanding Bonds which would have been payable from that portion of the Base Rental Payments which are abated as a result of the damage or destruction. Funds to be applied to the redemption of Bonds in accordance with clause (b) above shall be deposited in the Redemption Fund. If the City is not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (a) above or to use such amounts to redeem Bonds as set forth in clause (b) above, then such proceeds shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose.
Proceeds of rental interruption insurance shall be deposited to the Base Rental Payment Fund and applied to the payment of Base Rental Payments to the extent of any abatement thereof pursuant to the Lease Agreement, and otherwise as directed in writing by the City.
The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.
Section 5.04 Title Insurance. Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, upon Written Request of the City, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then, upon Written Request of the City, the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds 1970
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shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.
Section 5.05 Reserved.
Section 5.06 Rebate Fund.
(a) Establishment. The Trustee shall establish a fund for the Bonds designated the “Rebate Fund” when required in accordance herewith. Absent an Opinion of Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2025A Bonds will not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the Series 2025A Bonds shall be governed by this Section and the Tax Certificate, unless and to the extent that the Authority delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected if such requirements are not satisfied. Notwithstanding anything to the contrary contained herein or in the Tax Certificate, the Trustee: (1) shall be deemed conclusively to have complied with the provisions thereof if it follows all Written Requests of the Authority or Written Requests of the City; (2) shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate and shall not be deemed to have knowledge of the terms thereof; (3) may rely conclusively on the Authority’s or the City’s calculations and determinations and certifications relating to rebate matters; and (4) shall have no responsibility to independently make any calculations or determinations or to review the Authority’s or the City’s calculations or determinations thereunder.
(i) Computation. Within 55 days of the end of each fifth Bond Year (as such term is defined in the Tax Certificate), the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148 3 of the Treasury Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148 1(b) of the Treasury Regulations (the “Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of each fifth Bond Year, upon the Written Request of the Authority or Written Request of the City, an amount shall be deposited to the Rebate Fund by the Trustee from any Rental Payments legally available for such purpose (as specified by the Authority or the City in the aforesaid Written Request), if and to the extent required, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon Written Request of the Authority or 1971
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Written Request of the City, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Base Rental Payment Fund.
(iii) Payment to the Treasury. The Trustee shall pay, as directed by Written Request of the Authority, to the United States Treasury, out of amounts in the Rebate Fund:
(1) Not later than 60 days after the end of: (X) the fifth Bond Year; and (Y) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (2) Not later than 60 days after the payment of all of the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations.
In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this subsection (a) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T (prepared by the Authority), or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Series 2025A Bonds and the payments described in subsection (a) above being made may be withdrawn by the Authority and utilized in any manner by the Authority.
(c) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance or payment in full of the Series 2025A Bonds.
Section 5.07 Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority filed with the Trustee at least two Business Days in advance of the making of such investments. Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested. The Trustee may conclusively rely upon the Authority’s written instructions as to both the suitability and legality of the directed investments and such written direction shall be deemed to be a certification that such directed investments constitute Permitted Investments.
Subject to the provisions of Section 5.06 hereof, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained therein.
1972
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Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value thereof, such valuation to be performed not less frequently than semiannually on or before each April 15 and October 15. In determining fair market value, the Trustee may use and rely conclusively on any generally recognized securities pricing service available to it (including brokers and dealers in securities).
The Trustee may act as principal or agent in the making or disposing of any investment.
Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.
The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.
The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.
The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.
The Trustee shall furnish the City periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, which brokerage confirmations are at no additional cost, to the extent permitted by law. The City and the Authority further understand that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.
Section 5.08 Payment Procedure Under the Insurance Policy. [To Come]
ARTICLE VI
COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and 1973
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the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.
Section 6.02 Compliance with Ground Lease and Lease Agreement. The Authority and the City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.
Section 6.03 Observance of Laws and Regulations. The Authority, the City and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.
Section 6.04 Other Liens. The City will keep the Property and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform such agreements and covenants.
So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof.
The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, the Indenture and the Assignment Agreement.
Section 6.05 Prosecution and Defense of Suits. The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owners may incur by reason of any such cloud, defect, action, suit or other proceeding. 1974
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Section 6.06 Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions made by the Trustee relating to the receipt, deposit and disbursement of the Base Rental Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions upon reasonable prior notice.
Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Lease Agreement, the Ground Lease and the Assignment Agreement, or memoranda thereof.
Section 6.08 Tax Covenants. Notwithstanding any other provision of the Indenture, absent an Opinion of Counsel that the exclusion from gross income of the interest on the Series 2025A Bonds will not be adversely affected for federal income tax purposes, the City and the Authority covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income with respect to the Series 2025A Bonds and specifically covenant, without limiting the generality of the foregoing, as follows:
(a) Private Activity. The City and the Authority will not take any action or refrain from taking any action or make any use of the proceeds of the Series 2025A Bonds or of any other moneys or property which would cause the Series 2025A Bonds to be “private activity bonds” within the meaning of Section 141 of the Code;
(b) Arbitrage. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or of any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action which would cause the Series 2025A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code; (c) Federal Guarantee. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds and will not take or omit to take any action that would cause the Series 2025A Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (d) Information Reporting. The City and the Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code necessary to preserve the exclusion of interest on the Series 2025A Bonds pursuant to Section 103(a) of the Code;
(e) Hedge Bonds. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action that would cause the Series 2025A Bonds to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the City and the Authority take all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the Series 2025A Bonds for federal income tax purposes; and
(f) Miscellaneous. The City and the Authority will not take any action or refrain from taking any action inconsistent with its expectations stated in the Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein. 1975
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This Section and the covenants set forth herein shall not be applicable to, and nothing contained herein shall be deemed to prevent the City and the Authority from causing the Trustee to issue revenue bonds or to execute and deliver contracts payable on a parity with the Series 2025A Bonds, the interest with respect to which has been determined by an Opinion of Counsel to be subject to federal income taxation.
Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Agreement shall not constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.
Section 6.10 Further Assurances. Whenever and so often as requested to do so by the Trustee, the Authority and the City 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 Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Ground Lease or the Lease Agreement.
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (within the meaning of Article VII of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee, as assignee of the Authority, shall give notice of an event of default under the Lease Agreement to the City. In each and every case during the continuance of an event of default, the Trustee may and, at the direction of the Owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, and upon being indemnified to its reasonable satisfaction therefor, shall, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof.
Section 7.02 Other Remedies of the Trustee. Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to 1976
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perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust.
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.
Notwithstanding any provision of this Indenture to the contrary, no event of default hereunder or under the Lease Agreement by the Authority or the City shall result in the acceleration of debt service on the Bonds hereunder.
Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee 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 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 Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.
If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then subject to any adverse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.
Section 7.04 Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee 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 in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.
Section 7.06 No Liability by the City to the Owners. Except for the payment when due of the Base Rental Payments and the performance of the other agreements and covenants required to 1977
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be performed by it contained in the Lease Agreement, the Ground Lease or herein, the City shall not have any obligation or liability to the Owners with respect to this Indenture or the preparation, execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.
Section 7.07 No Liability of the Trustee to the Owners. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.
Section 7.08 Application of Amounts After Default. All payments received by the Trustee with respect to the rental of the Property after a default by the City pursuant to Article VII of the Lease Agreement (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Ground Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VII of the Lease Agreement, shall be deposited into the Base Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable-prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable;
(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable; and
(d) to the extent Policy Costs or Insurer Reimbursement Amounts are due and payable to the Insurer, to the payment of such amounts.
Section 7.09 Trustee May Enforce Claims Without Possession of Bonds. All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners in respect of which such judgment has been recovered.
Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a 1978
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receiver or Trustee, or for any other remedy hereunder, unless (a) such Owner shall have previously given written notice to the Trustee of a continuing event of default, (b) the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder, (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings, and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Owners of a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners.
Section 7.11 [Insurer Rights.] [To Come]
ARTICLE VIII
THE TRUSTEE
Section 8.01 Employment of the Trustee. The Authority hereby appoints and employs the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering this Indenture, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The Trustee hereby covenants and agrees that it will not encumber the Property other than in accordance with this Indenture or the Assignment Agreement.
Section 8.02 Duties, Removal and Resignation of the Trustee. The Authority may, by an instrument in writing, remove the Trustee initially a party hereto and any successor thereto unless an event of default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by the Insurer in writing. If such national banking association or state-chartered commercial bank publishes a report of condition at least 1979
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annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such national banking association or state-chartered commercial bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
The Trustee may at any time resign and be discharged from its duties and obligations hereunder at any time by giving written notice of such resignation to the Authority and the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Authority does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and the Insurer shall receive prior written notice of any name change of the Trustee.
Notwithstanding the foregoing, no removal, resignation or termination of the Trustee shall take effect until a successor, meeting the requirements above or acceptable to the Insurer, shall be qualified and appointed.
Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 8.03 Compensation of the Trustee. The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder. The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City.
The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its willful misconduct, as finally adjudicated by a court of competent jurisdiction. The duty of the 1980
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City to compensate and indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder.
Upon an event of default hereunder, and only upon 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. 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.
Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.
The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement relating to the Bonds, or of the title to the Property.
Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be 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 deems reasonable.
The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto, The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any 1981
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committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.
The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney or receiver selected by it with reasonable care; provided, however, that in the event of any negligence or misconduct of any such attorney, agent or receiver, the Trustee shall in a commercially reasonable manner pursue all remedies of the Trustee against such agent, attorney or receiver. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, negligence or breach of an obligation hereunder.
The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof.
The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.
The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.
All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.
The permissive right of the Trustee to do things enumerated in this Indenture 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 have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the City or the Authority of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.
In no event shall the Trustee be responsible or liable for special, indirect, consequential, punitive or incidental loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
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In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the 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 City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a person is to be added or deleted from the listing. If the Authority and City elect 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 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 and 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 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 informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the 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.
The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. 1983
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In acting or omitting to act pursuant to the Lease Agreement or Ground Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Lease Agreement, including, but not limited to, this Article VIII.
Section 8.05 Notice to Insurer by Trustee. The Trustee shall notify the Insurer of any failure of the Authority to provide notices, certificates and other information under the transaction documents of which the Trustee has actual or deemed knowledge pursuant to Section 8.04 hereof.
ARTICLE IX
MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of Bonds then Outstanding and the written consent of the Insurer, so long as the Insurer is not in default on any obligation under the Insurance Policy, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) eliminate the aforesaid consent of the Insurer or reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Base Rental Payments and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding, or (iv) amend this subsection (a). It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. (b) This Indenture and the rights and obligations of the Authority, the City, the Trustee, and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners or the Insurer for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;
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(iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III hereof; (iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(v) to modify, amend or supplement this Indenture in such manner as to cause interest on the Series 2025A Bonds and Additional Bonds issued on a tax-exempt basis to be excludable from gross income for purposes of federal income taxation by the United States of America;
(vi) to grant or confer upon the Owners of the Bonds any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners of the Bonds;
(vii) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Indenture other conditions, limitations and restrictions thereafter to be observed; and
(viii) in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder. (c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without its prior written consent.
Section 9.02 Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
Section 9.03 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation 1985
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of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.
Section 9.04 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.
Section 9.05 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.
ARTICLE X
DEFEASANCE
Section 10.01 Discharge of Indenture. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.
Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, terminate become void and be completely discharged as to such Bonds.
Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of 1986
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mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.
Section 10.02 Bonds Deemed To Have Been Paid. If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. 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 Section 10.01 hereof if (a) 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 give, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee either (i) money in an amount which shall be sufficient, or (ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, 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, as verified by an independent certified public accountant in a report (the “Verification Report”) (acceptable to the Insurer) filed with the Authority, the City, the Insurer and the Trustee, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bonds, and (c) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owners of such Bonds that the deposit required by clause (b) 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 premium, if any, on such Bonds.
[At least three (3) Business Days prior to any defeasance with respect to the Insured Series 2025A Bonds, the Authority shall deliver to the Insurer draft copies of an escrow agreement, an opinion of Bond Counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Insured Series 2025A Bonds and a Verification Report regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to the Insurer and shall be in form and substance satisfactory to the Insurer. In addition, the escrow agreement shall provide that any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of: (I) a Verification Report; (II) an opinion of Bond Counsel that such substitution will not adversely affect the exclusion from gross income of the holders of the Insured Series 2025A Bonds of the interest on the Insured Series 2025A Bonds for federal income tax purposes; and (III) the prior written consent of the Insurer, which consent will not be unreasonably withheld.]
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[This Indenture shall not be discharged with respect to the Insured Series 2025A Bonds until all Policy Costs and Insurer Reimbursement Amounts and any other amounts due to the Insurer payable pursuant to Sections 5.05(b) and 11.21 hereof have been paid. The obligation to pay such amounts shall expressly survive the payment in full of the Insured Series 2025A Bonds.] The Series 2025A Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met.
Section 10.03 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee, the Insurer and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee, the Insurer and the Owners.
Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Section 11.03 Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his or her 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 take acknowledgments of deeds to be recorded in the state or territory in which he or she purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. 1988
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The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.
Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.
Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.
Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.
Section 11.06 Funds and Accounts. Any fund or account required to be established and maintained herein by the Trustee may be 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 funds and accounts shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.
The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.
Section 11.07 Article and Section Headings Gender and References. The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other gender. 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,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.
Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. 1989
45 4857-2470-3990v6/201004-0003
The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Section 11.09 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request, direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.
Section 11.10 Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.
Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.
Section 11.12 California Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.
Section 11.13 Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
If to the City: City of Eastvale
12363 Limonite Avenue
Eastvale, California 91752
Attention: City Manager
1990
46 4857-2470-3990v6/201004-0003
If to the Authority: Eastvale Public Financing Authority c/o City of Eastvale
12363 Limonite Avenue
Eastvale, California 91752
Attention: Executive Director
If to the Trustee: U.S. Bank Trust Company, National Association 633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust
Notices to the Insurer shall be provided to: [To Come].
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answer back or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery at the address specified in this Section.
Section 11.14 Notice to Rating Agencies. The Trustee shall provide S&P, if the Bonds are then rated by S&P, and Moody’s, if the Bonds are then rated by Moody’s, with prompt notice of any substitution or release of property pursuant to Section 10.03 of the Lease Agreement or the execution of any Supplemental Indenture pursuant to Section 9.02 hereof.
Section 11.15 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
1991
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IN WITNESS WHEREOF, the Authority and the City have caused this Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Executive Director
ATTEST:
Secretary
CITY OF EASTVALE
By:
City Manager
ATTEST:
City Clerk
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
1992
A-1
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EXHIBIT A
FORM OF SERIES 2025A BOND
No. ____ $___________
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% May 1, 20__ July ____, 2025
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ DOLLARS
The Eastvale Public Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 in each year, commencing [November] 1, 2025 (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to [October] 15, 2025, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the 1993
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Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2025A Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City of Eastvale (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of the Project (as defined in the Indenture), and is one of the series of bonds designated “Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project)” (the “Series 2025A Bonds”) in the aggregate principal amount of $___________________. The Series 2025A Bonds are issued pursuant to the Indenture, dated as of July 1, 2025 (the “Indenture”), by and among the Authority, the City and the Trustee.
This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2025A Bonds. The Series 2025A Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain base rental payments (the “Base Rental Payments”) under and pursuant to that certain Lease Agreement, dated as of July 1, 2025 (the “Lease Agreement”), by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.
The Series 2025A Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).
The Series 2025A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with respect to all or a portion of the property leased under the Lease Agreement, to the extent such moneys are not used by the City for repair or replacement purposes as permitted by the Indenture, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and (ii) eminent domain proceeds received under the Lease Agreement, that have been deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
1994
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The Series 2025A Bonds maturing on or after May 1, 20___, shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20___, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2025A Bonds with stated maturities on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
*
* Final Maturity.
The Series 2025A Bonds with stated maturities on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
*
* Final Maturity.
The Series 2025A Bonds with stated maturities on May 1, 20___ and bearing interest at ______% are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
1995
A-4
4857-2470-3990v6/201004-0003
Redemption Date
(May 1)
Principal
Amount
*
* Final Maturity.
Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.
Neither failure to receive any such notice so given, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2025A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2025A Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2025A Bonds, interest on such Series 2025A Bonds will cease to accrue and become payable.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2025A Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2025A Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2025A Bond or Series 2025A Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds, the Insurer and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected, or, (b) eliminate the consent of the Insurer as set forth in the Indenture or reduce the aforesaid percentage of Bonds the consent of the Owners of which is required 1996
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4857-2470-3990v6/201004-0003
to effect any such modification or amendment, or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the Owners of all Bonds then outstanding.
The Indenture permits the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.
1997
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IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Executive Director and Secretary, all as of the Dated Date identified above.
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Executive Director
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2025A Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: _______________, 2025 U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
1998
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[STATEMENT OF INSURANCE]
1999
A-8
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[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the Eastvale Public Financing Authority
[FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the within Bond in every particular without alteration or
enlargement or any change whatsoever.
2000
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4857-2470-3990v6/201004-0003
EXHIBIT B
FORM OF PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR
DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies:
(i) that he/she is the duly appointed, qualified and acting _________ of the City of Eastvale, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that, pursuant to Section 3.04 of the Indenture, dated as of July 1, 2025 (the “Indenture”), by and among the Eastvale Public Financing Authority (the “Authority”), the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 2025A (Civic Center Project), the undersigned hereby requests the Trustee to disburse this date the following amounts from the Project Fund established under the Indenture, to the payees designated on the attached Exhibit 1; (iii) that each obligation mentioned herein has been incurred by the City and is a proper charge against the Project Fund; and
(iv) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the payees named on the attached Exhibit 1, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.
All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture.
Dated: _______________ CITY OF EASTVALE
By:
Its:
2001
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EXHIBIT 1
PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount
2002
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EXHIBIT C
DESCRIPTION OF THE PROJECT
Civic Center Project
[To Come]
2003
Stradling Draft of 6/9/25
4895-3553-6374v6/201004-0003
LEASE AGREEMENT
by and between
CITY OF EASTVALE
and
EASTVALE PUBLIC FINANCING AUTHORITY
Dated as of July 1, 2025
Relating to
$_______________
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
2004
TABLE OF CONTENTS
Page
i
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions ................................................................................................................. 2
ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property....................................................................................................... 4 Section 2.02 Term; Occupancy....................................................................................................... 4
ARTICLE III
RENTAL PAYMENTS
Section 3.01 Base Rental Payments................................................................................................ 5 Section 3.02 Additional Rental Payments ...................................................................................... 5 Section 3.03 Fair Rental Value ....................................................................................................... 6 Section 3.04 Payment Provisions.................................................................................................... 6 Section 3.05 Appropriations Covenant........................................................................................... 6 Section 3.06 Rental Abatement ...................................................................................................... 7
ARTICLE IV
ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT Section 4.01 Deposit of Bond Proceeds; City Deposit ................................................................... 8 Section 4.02 Acquisition, Construction and Improvement of the Project ...................................... 8 Section 4.03 Compliance with Law................................................................................................ 8 Section 4.04 Payment of Costs....................................................................................................... 8 Section 4.05 Time of Completion and Liquidated Damages.......................................................... 8 Section 4.06 Construction and Acquisition of the Project.............................................................. 8 Section 4.07 Completion Date; Certification.................................................................................. 9
ARTICLE V
MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 5.01 Modification of the Property...................................................................................... 9 Section 5.02 Maintenance and Utilities........................................................................................ 10 Section 5.03 Installation of City’s Equipment.............................................................................. 10
ARTICLE VI
INSURANCE
Section 6.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance..........................................................................................11 Section 6.02 Title Insurance ......................................................................................................... 12 Section 6.03 Additional Insurance Provision; Form of Policies...................................................12 Section 6.04 Self-Insurance .......................................................................................................... 12
ARTICLE VII
DEFAULTS AND REMEDIES
Section 7.01 Defaults and Remedies ............................................................................................ 13 Section 7.02 Waiver...................................................................................................................... 16 2005
TABLE OF CONTENTS
(continued)
Page
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ARTICLE VIII
EMINENT DOMAIN; PREPAYMENT
Section 8.01 Eminent Domain...................................................................................................... 16 Section 8.02 Prepayment .............................................................................................................. 16
ARTICLE IX
COVENANTS
Section 9.01 Right of Entry .......................................................................................................... 17 Section 9.02 Liens.........................................................................................................................17 Section 9.03 Quiet Enjoyment...................................................................................................... 18 Section 9.04 Authority Not Liable................................................................................................ 18 Section 9.05 Assignment and Subleasing .....................................................................................18 Section 9.06 Title to Property....................................................................................................... 19 Section 9.07 Authority’s Purpose ................................................................................................. 19 Section 9.08 Representations of the City...................................................................................... 19 Section 9.09 Representation of the Authority............................................................................... 19 Section 9.10 Hazardous Substances.............................................................................................. 19
ARTICLE X
NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR
RELEASE
Section 10.01 No Consequential Damages.....................................................................................20 Section 10.02 Use of the Property .................................................................................................. 20 Section 10.03 Substitution or Release of, or Addition to, the Property.......................................... 20
ARTICLE XI
MISCELLANEOUS
Section 11.01 Law Governing ........................................................................................................ 21 Section 11.02 Notices.....................................................................................................................21 Section 11.03 Validity and Severability .........................................................................................21 Section 11.04 Net-Net-Net Lease ................................................................................................... 21 Section 11.05 Taxes........................................................................................................................ 22 Section 11.06 Section Headings ..................................................................................................... 22 Section 11.07 Amendments............................................................................................................ 22 Section 11.08 Assignment .............................................................................................................. 23 Section 11.09 Execution ................................................................................................................. 23 Section 11.10 Insurer as Third Party Beneficiary........................................................................... 23 Signatures ............................................................................................................................... S-1 EXHIBIT A DESCRIPTION OF THE PROPERTY ....................................................................A-1
EXHIBIT B CAPITALIZED INTEREST AND BASE RENTAL PAYMENT
SCHEDULE..............................................................................................................B-1 EXHIBIT C DESCRIPTION OF PROJECT.................................................................................C-1 EXHIBIT D FORM OF CERTIFICATE REGARDING INSURANCE ......................................D-1 2006
1 4895-3553-6374v6/201004-0003
LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of July 1, 2025, is by and between the CITY OF EASTVALE (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessee, and the EASTVALE PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor.
RECITALS
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of certain capital improvement projects within the City, including but not limited to, the design and development of the Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”), and is more particularly described in Exhibit C attached hereto;
WHEREAS, in order to finance the Project, the City will lease the Property (defined below) to the Authority pursuant to a Ground Lease, dated as of the date hereof (defined below), and the City will sublease the Property back from the Authority pursuant to this Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the Base Rental Payments (defined below) to be made by the City under this Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee (defined below);
WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
2007
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Additional Bonds” means bonds other than the Series 2025A Bonds issued under the Indenture in accordance with the provisions thereof.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Authority” means the Eastvale Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date” means the 25th day of the month next preceding each Interest Payment Date.
“Base Rental Payments” means all amounts payable to the Authority from the City as Base Rental Payments pursuant to Section 3.01 hereof.
“Base Rental Payment Schedule” means the schedule of Total Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 hereof and set forth in Section II of Exhibit B hereto.
“Bonds” means the Series 2025A Bonds issued under the Indenture, and any Additional Bonds.
“City” means the City of Eastvale, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Costs” means, with respect to the Project, together with any other proper item of cost not specifically mentioned herein, (a) costs of payment of, or reimbursement for, acquisition, design, construction, rehabilitation, installation, delivery and financing of the Project, including, but not limited to, the payment of real property rental, administrative costs and capital expenditures relating to acquisition, construction, installation, and demolition, inspection costs, filing and recording costs, printing costs, reproduction and binding costs, fees and charges of the Trustee pursuant to the Indenture and other financing documents, legal fees and charges, financial, accounting and other professional consultant fees, costs of rating agencies or credit ratings, fees for the printing, execution, transportation and safekeeping of the Series 2025A Bonds; (b) all other costs which the City shall be required to pay under the terms of any contract or contracts for the acquisition, construction, delivery and installation of the Project, and demolition work required for the Project, including, but not limited to, the cost of insurance; (c) any sums required to reimburse the City for advances made for any of the above items, or for any other costs incurred and for work done, which is properly chargeable to the Project; (d) any costs paid from the Net Insurance Proceeds to repair, restore or 2008
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replace the Project; and (e) such other expenses not specified herein as may be necessary or incidental to the acquisition, construction, delivery and installation of the Project, the financing thereof and the placing of the same in use and operation. Costs, as defined herein, shall be deemed to include the cost and expenses incurred by any agent of the City for any of the above mentioned items.
“Delivery Date” means July ____, 2025.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and hereof.
“Indenture” means the Indenture, dated as of the date hereof, by and among the Authority, the City and the Trustee, as originally executed and as it may from time to time be amended or supplemented in accordance with the provisions thereof. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of January 8, 2025, by and between the City and the Eastvale Parking Authority, as originally executed and as it may from time to time amended in accordance with the provisions thereof. “Lease Agreement” means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. “Net Insurance Proceeds” means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to any of the Property, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof. “Permitted Encumbrances” means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment Agreement, (c) this Lease Agreement, (d) the Ground Lease, (e) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City, (f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, (g) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the Delivery Date which the City certifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, and (h) all of the exceptions to title listed in the title insurance policy relating to the Series 2025A Bonds and dated the Delivery Date. “Project” is defined in the recitals above.
“Property” means the real property described in Exhibit A hereto and the improvements located thereon as such real property description may be amended or modified (including the 2009
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addition, release or substitution of property as part of the Property), in accordance with Section 10.03 of this Lease Agreement.
“Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the period from the Delivery Date through May 1, 2026, and, thereafter, the twelve-month period commencing on May 2 of each year during the term of this Lease Agreement.
“Series 2025A Bonds” means the Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project) issued under the Indenture. “Trustee” means the trustee appointed under the Indenture and referred to therein as the Trustee.
ARTICLE II
LEASE OF PROPERTY; TERM
Section 2.01 Lease of Property.
(a) The Authority hereby leases to the City and the City hereby leases from the Authority the Property, and all rights appurtenant thereto, including, but not limited to, rights of access, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances. (b) The leasing of the Property by the City to the Authority pursuant to the Ground Lease shall not effect or result in a merger of the City’s leasehold estate pursuant to this Lease Agreement and the City’s fee estate as lessor under the Ground Lease, and the Authority shall continue to have a leasehold estate in the Property pursuant to the Ground Lease throughout the term thereof and hereof. The leasehold interest granted by the City to the Authority pursuant to the Ground Lease is and shall be independent of this Lease Agreement; this Lease Agreement shall not be an assignment or surrender of the leasehold interest granted to the Authority under the Ground Lease.
Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on May 1, 20[55], unless such term is extended or sooner terminated as hereinafter provided. If on May 1, 20[55] the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable or shall have been abated at any time and for any reason, or amounts are owed to the Insurer pursuant to the terms of the Insurance Policy, the Reserve Surety Policy, this Lease Agreement or the Indenture, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended beyond May 1, 20[65]. If prior to May 1, 20[55], all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, the term of this Lease Agreement shall end simultaneously therewith. 2010
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ARTICLE III
RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VIII hereof), (i) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest, (ii) all amounts payable to the Insurer pursuant to [Section ____] of the Indenture which constitute Insurer Reimbursement Amounts; and (iii) and all amounts required to repay draws and policy costs under or related to the Reserve Surety Policy. Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (b) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments; provided, however, that the Rental Payments payable in any Rental Period subsequent to such extension shall not exceed the annual fair rental value of the Property.
Section 3.02 Additional Rental Payments. The City shall also pay, as Additional Rental Payments, such amounts as shall be required for the payment of the following:
(a) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein;
(b) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or this Lease Agreement or to defend the Authority and its members, officers, agents and employees;
(c) insurance premiums for all insurance required pursuant to Article VI hereof; 2011
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(d) any amounts with respect to this Lease Agreement or the Bonds required to be rebated to the federal government in accordance with Section 148(f) of the Code; (e) all amounts payable to the Insurer pursuant to [Section ___] of the Indenture that are not payable from Base Rental Payments; and
(f) all other payments required to be paid by the City under the provisions of this Lease Agreement or the Indenture.
Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.
Section 3.03 Fair Rental Value. The parties hereto have agreed and determined that the annual fair rental value of the Property is not less than the maximum annual Rental Payments due in any year. In making such determination of fair rental value, consideration has been given to the uses and purposes that may be served by the Property and the benefits therefrom which will accrue to the City and the general public. Payments of the Rental Payments for the Property during each Rental Period shall constitute the total rental for said Rental Period.
Section 3.04 Payment Provisions. Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in Los Angeles, California, or such other place or entity as the Trustee shall designate. Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date on which such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid at the rate equal to the highest rate of interest on any of the Outstanding Bonds. Notwithstanding any dispute between the Authority and the City, the City shall make all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refunded at the time of such determination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund.
Section 3.05 Appropriations Covenant. The City covenants to take such action as may be necessary to include all Rental Payments due hereunder as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City. 2012
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Section 3.06 Rental Abatement.
(a) In the Event of Non-Delivery of the Project. To the extent described below, the amount of Rental Payments due hereunder shall be abated during any period in which by reason of delay in the completion of the portions of the Project being constructed on the Property there is substantial interference with the City’s use and occupancy of the Project; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue until the substantial completion of the portions of the Project being constructed on the Property, and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond May 1, 20[65]. Notwithstanding the foregoing, the City shall remain obligated to make Rental Payments hereunder, as an obligation of the City payable from a special fund, (i) to the extent there are proceeds of any completion or performance bonds or moneys paid to the City by the contractors or any other person as liquidated damages as a result of any defect or delay in completion of the portion of the Project being constructed on the Property, or (ii) to the extent that amounts in the Reserve Fund or the Capitalized Interest Fund are available to pay Lease Payments which would otherwise be abated under this Section 3.06(a). Any amounts received by the City as liquidated damages shall be deposited by the City immediately upon receipt in the Base Rental Payment Fund.
(b) In the Event of Damage, Destruction, Condemnation or Title Defect. Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Lease Agreement by virtue of any such interference, and this Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy are restored; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond May 1, 20[65].
Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts.
2013
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ARTICLE IV
ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT Section 4.01 Deposit of Bond Proceeds. Upon the issuance of the Series 2025A Bonds, the Authority agrees that all proceeds of the Series 2025A Bonds shall be paid to the Trustee and that such moneys shall be deposited with the Trustee and be applied as provided in Section 3.02 of the Indenture.
Section 4.02 Acquisition, Construction and Improvement of the Project. The City agrees to acquire, construct, deliver and install any portion of the Project to be financed with the proceeds of the Series 2025A Bonds, or to cause such portion to be acquired, constructed, delivered and installed, with the proceeds of Series 2025A Bonds paid to the City by the Authority pursuant to Section 4.01 above and the Authority shall have no responsibility with respect thereto.
Section 4.03 Compliance with Law. The City shall comply with all applicable provisions for bids and contracts prescribed by law with respect to the Project, including, without limitation, any applicable environmental review and approvals, Sections 20110 et seq. of the Public Contracts Code and Article 42 (commencing with Section 20670) of Part 3 of Division 2 of the Public Contracts Code. The City acknowledges and agrees that specific expenditures for all or any portion of the Project, as now or hereafter designated, are expressly subject to compliance with such requirements.
Section 4.04 Payment of Costs. Payment of Costs of the Project shall be made from the moneys deposited with the Trustee in the Project Fund as provided in Section 4.01 hereof and Section 3.04 of the Indenture, which shall be disbursed from the Project Fund in accordance and upon compliance with Section 3.04 of the Indenture.
Section 4.05 Time of Completion and Liquidated Damages. The construction and equipping of the portion of the Project located at the Property shall be substantially completed on or prior to [July 1, 2028], subject to excused delays pursuant to standard City procedures. It is agreed that, if the City does not cause the substantial completion of the acquisition, construction, equipping and installation of such portion of the Project by its completion date specified above by construction contractors or a construction manager, whichever the City deems appropriate, liquidated damages will be assessed against the construction contractor for each day of unexcused delay in completion (in accordance with standard City procedure). Until the portion of the Project located at the Property is substantially completed, the City shall cause to be paid to the Trustee all amounts received as liquidated damages for application toward the Base Rental Payments. As used herein, “substantially complete” shall mean that the City has determined in its sole and absolute discretion that it has beneficial use and occupancy of the Property.
Each construction contractor hired by the City shall be required to provide payment and performance bonds in amounts equal to the maximum price under its contract.
Section 4.06 Construction and Acquisition of the Project. The City agrees to oversee the construction, acquisition, delivery and installation of the Project in accordance with the following terms:
(a) Construction and Completion. The City agrees to proceed with all due diligence to complete the construction, acquisition, delivery and installation of the Project, all in 2014
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accordance with the plans and specifications for the Project (the “Plans and Specifications”) approved by the City Engineer. The City shall comply with all statutes and laws applicable to the performance of its obligations hereunder, including all public laws applicable thereto and all laws regarding the approval, acquisition and construction of public projects by cities in the State of California. The City shall make certain that each contract relating to the Project is awarded in accordance with applicable law and contains a scheduled completion date which requires completion on or before the scheduled Completion Date referred to in Section 4.05 above; (b) Change Orders. Subject to any other restrictions imposed upon the City, the City may approve any changes to the Plans and Specifications so long as any change does not, and all such changes as a whole do not, (i) substantially alter the nature of the Project, (ii) delay the completion of the portion of the Project located at the Property beyond [July 1, 2028] or (iii) reduce the fair rental value of the Property. If changes to the Plans and Specifications increase the total Costs of the Project to an amount in excess of the sum of the amount in the Project Fund and other amounts set aside by the City to pay Costs of the Project, the City shall have received a certificate of an Authorized Representative of the City and together with a revised construction budget demonstrating that the total amount on deposit to pay for the Project is adequate to allow the completion of the Project as planned;
(c) Payment of Costs of the Project. Payment of the portion of the Costs of the Project being financed by the City shall be made from moneys deposited in the Project Fund, and shall be disbursed for such purpose in accordance and upon compliance with the Indenture. Neither the Authority nor the City shall be liable for the payment of Costs of the Project other than from amounts on deposit in the Project Fund; and
(d) Unexpended Monies. The City agrees that unexpended moneys remaining in the Project Fund shall, upon payment in full of all Costs of the Project, be applied solely in accordance with the provisions of the Indenture.
Section 4.07 Completion Date; Certification. Upon the completion of acquisition, construction, delivery and installation of the portion of the Project to be financed with the proceeds of the Series 2025A Bonds, the City shall deliver to the Trustee a Completion Certificate with respect thereto. On the date of filing a Completion Certificate concerning that portion of the Project financed with proceeds of Series 2025A Bonds, all excess moneys remaining in the Project Fund for the Series 2025A Bonds for which such Completion Certificate is delivered shall be applied in accordance with the provisions of Section 3.04 of the Indenture.
ARTICLE V
MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 5.01 Modification of the Property.
(a) Subject to Section 9.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make additions, modifications, and improvements to any portion of the Property if such improvements are necessary or beneficial for the use of such portion of the Property. All such additions, modifications and improvements shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement.
Such additions, modifications and improvements shall not in any way cause an abatement of Rental 2015
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Payments with respect to the Property or cause it to be used for purposes other than those authorized under the provisions of State and federal law or in any way which would impair the State tax-exempt status or the exclusion from gross income for federal income tax purposes of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds); and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall have an annual fair rental value which is not less than the annual Rental Payments.
(b) Subject to Section 9.02 hereof, the City and any sublessee shall, at its own expense, or with the proceeds of Additional Bonds, have the right to make replacements, redevelopment or renovation of all or a portion of the Property if the following conditions precedent are satisfied:
(i) The City receives an opinion of Bond Counsel, a copy of which the City shall furnish to the Authority and the Trustee, that (1) such replacement does not adversely affect the federal income tax exclusion or the State tax-exempt status of the interest on the Bonds and Additional Bonds (to the extent such Additional Bonds were issued as tax exempt Bonds), and (2) this Lease will remain the legal, valid, binding and enforceable obligation of the City; (ii) In the event such replacement, redevelopment or renovation would result in the temporary abatement of Rental Payments as provided in Section 3.06 hereof the City shall have notified any rating agency then providing a rating on the Bonds and shall deposit moneys with the Trustee in advance for payment of Rental Payments from the proceeds of Additional Bonds or from special funds of the City or other moneys, the application of which would not, in the opinion of Bond Counsel (a copy of which shall have been delivered to the Trustee), result in such Rental Payments constituting indebtedness of the City in contravention of the Constitution and laws of the State; and
(iii) The City shall certify to the Trustee that it has sufficient funds to complete such replacement, redevelopment or renovation.
Section 5.02 Maintenance and Utilities. Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.
Section 5.03 Installation of City’s Equipment. The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed 2016
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pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property.
ARTICLE VI
INSURANCE
Section 6.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City provided such self-insurance complies with the provisions of Section 6.04 hereof. The Net Insurance Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the Net Insurance Proceeds of such insurance shall have been paid. (b) The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act; provided, however, that the City’s obligations under this subsection may be satisfied by self-insurance, provided such selfinsurance complies with the provisions of Section 6.04 hereof. (c) The City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property, which with respect to any portion of the Property for which initial construction of improvements thereon has not been completed, initially may be in the form of a builder’s risk policy providing coverage in an amount not less than the construction costs expended for such projects and, if no builder’s risk policy is in effect, in an amount not less than 100% of the replacement cost of such improvements. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to exceed $500,000. The City’s obligations under this subsection may be satisfied by self-insurance, provided such self-insurance complies with the provisions of Section 6.04 hereof.
2017
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(d) The City shall maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (c) of this Section in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. The City’s obligations under this subsection may be satisfied by self-insurance provided such self-insurance complies with the provisions of Section 6.04 hereof. Notwithstanding the foregoing, the City shall not be required to obtain rental interruption insurance with respect to the Property until the City has received a certificate of occupancy for the Project. (e) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined, in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant person (who may be an employee of the City), to be adequate for the purposes hereof.
Section 6.02 Title Insurance. The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the Property, (b) the Authority’s ground leasehold estate in the Property under the Ground Lease, and (c) the City’s leasehold estate hereunder in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be deposited with the Trustee and applied as provided in Section 5.04 of the Indenture.
Section 6.03 Additional Insurance Provision; Form of Policies. The City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 6.01 hereof.
All such policies shall provide that the Trustee shall be given 30 days’ notice of the expiration thereof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee.
The City shall cause to be delivered to the Trustee on or before August 15 each year, commencing August 15, 2026, a Written Certificate of the City, which may be in the form set forth in Exhibit D attached hereto, stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Written Certificate of the City as to the City’s compliance with this Article. The Trustee shall not be responsible for the sufficiency of coverage or amounts of such policies.
Section 6.04 Self-Insurance. Insurance provided through a California joint powers authority of which the City is a member or with which the City contracts for insurance shall be deemed to be self-insurance for purposes hereof. Any self-insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self-insurance program shall be approved in writing by the City’s Risk Manager, a professionally certified risk manager, or an independent insurance consultant; (b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self-insured claim shall be paid, the adequacy of each such fund shall be evaluated on an annual basis by the City’s Risk Management Department, a professionally certified risk manager or an independent insurance consultant and any deficiencies in any self-insured claims 2018
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reserve fund shall be remedied in accordance with the recommendation of the City’s Risk Management Department, a professionally certified risk manager or an independent insurance consultant, as applicable; and
(c) in the event that the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.
ARTICLE VII
DEFAULTS AND REMEDIES
Section 7.01 Defaults and Remedies.
(a) (i) If the City shall fail (A) to pay any Base Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein or in the Indenture to be kept or performed by the City, or (ii) upon the happening of any of the events specified in this subsection or in subsection (b) of this Section, the City shall be deemed to be in default hereunder and it shall be lawful for the Authority to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement. The City shall in no event be in default in the observance or performance of any covenant, condition or agreement in this Lease Agreement on its part to be observed or performed, other than as referred to in clause (i)(B) or (ii) of the preceding sentence, unless the City shall have failed, for a period of 30 days or such additional time as is reasonably required, with the written approval of the Insurer (so long as the Insurer is not in default on any obligation under the Insurance Policy), to correct any such default after notice by the Authority to the City properly specifying wherein the City has failed to perform any such covenant, condition or agreement. Upon any such default, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following:
(1) To terminate this Lease Agreement in the manner hereinafter provided on account of default by the City, notwithstanding any re-entry or re-letting of the Property as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of default by the City, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no 2019
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termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice. (2) Without terminating this Lease Agreement, (x) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (y) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (1) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re-let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re-let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re-enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to re-let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (1) hereof. The City further agrees to pay the Authority the cost of any alterations or additions to the Property necessary to place the Property in condition for re-letting immediately upon notice to the City of the completion and installation of such additions or alterations.
The City hereby waives any and all claims for damages caused or which may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property.
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(b) If (i) the City’s interest in this Lease Agreement or any part thereof shall be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and, as hereinafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City’s debts or obligations, or offers to the City’s creditors to elect a composition or extension of time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors, or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder. (c) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default, the Authority and its assignee shall be entitled to proceed to protect and enforce the rights vested in the Authority and its assignee by this Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or its assignee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and its assignee shall have the right to bring the following actions:
(i) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or its assignee. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or its assignee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.
Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority to the further exercise thereof or the exercise of any or all other rights, powers or privileges. The term “re-let” or “re-letting” as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Authority of the Property. If any statute or rule of law validly shall limit the remedies given to the Authority hereunder, the Authority nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law.
In the event the Authority shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority in attempting to enforce any of the remedies available to the Authority hereunder.
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Notwithstanding anything to the contrary contained in this Lease Agreement, the Authority shall have no right upon a default hereunder by the City to accelerate Rental Payments. (d) Notwithstanding anything to the contrary contained in this Lease Agreement, the termination of this Lease Agreement by the Authority and its assignees on account of a default by the City under this Section shall not effect or result in a termination of the Ground Lease.
Section 7.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.
ARTICLE VIII
EMINENT DOMAIN; PREPAYMENT
Section 8.01 Eminent Domain. If all of the Property (or portions thereof such that the remainder is not usable for public purposes by the City) shall be taken under the power of eminent domain, the term hereof shall cease as of the day that possession shall be so taken. If less than all of the Property shall be taken under the power of eminent domain and the remainder is usable for public purposes by the City at the time of such taking, then this Lease Agreement shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Rental Payments in accordance with the provisions of Section 3.06 hereof. So long as any Bonds shall be Outstanding, any award made in eminent domain proceedings for the taking of the Property, or any portion thereof, shall be paid to the Trustee and applied to the redemption of Bonds as provided in subsection (a) of Section 4.01 of the Indenture, in the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued and in Section 5.03 of the Indenture. Any such award made after all of the Bonds, and all other amounts due under the Indenture and hereunder, have been fully paid, shall be paid to the Authority and to the City as their respective interests may appear.
Section 8.02 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2025A Bonds which are payable on or after May 1, 20___, from any source of available funds, on any date on or after May 1, 20___, by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2025A Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth in Article X of the Indenture, sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on 2022
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such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
(c) If less than all of the Base Rental Payments attributable to the Series 2025A Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
(d) If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement then, as of the date of such prepayment pursuant to subsection (a) of this Section and, if applicable, the corresponding provisions hereof relating to the prepayment of Base Rental Payments attributable to Additional Bonds, or deposit pursuant to subsection (b) of this Section and, if applicable, such corresponding provisions, and payment of all other amounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated. (e) Prepayments of Base Rental Payments attributable to the Series 2025A Bonds made pursuant to this Section shall be applied to the redemption of Series 2025A Bonds as directed by the City and as provided in Section 4.01(b) of the Indenture. (f) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than 30 nor more than 60 days from the date such notice is given to the Authority.
(g) Net Insurance Proceeds shall be used in accordance with Section 5.03 or Section 5.04 of the Indenture, as applicable.
ARTICLE IX
COVENANTS
Section 9.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this Lease Agreement, and for all other lawful purposes.
Section 9.02 Liens. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City in, upon or about the Property and which may be secured by a mechanics’, materialmen’s or other lien against the Property or the Authority’s interest therein, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except 2023
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that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.
Section 9.03 Quiet Enjoyment. The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.
Section 9.04 Authority Not Liable. The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (a) any condition of the Property and the adjoining sidewalks and passageways, (b) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (c) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (d) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof.
To the extent this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.
Section 9.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by voluntary act or by operation of law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority [and the Insurer]. Any such sublease shall be subject to all of the following conditions:
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(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority, the Insurer and the Trustee a true and complete copy of such sublease; (c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement, including, the right to re-enter and re-let the Property or terminate this Lease Agreement upon a default by the City; and (d) the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes.
Section 9.06 Title to Property. Upon the termination or expiration of this Lease Agreement (other than as provided in Section 7.01 and Section 8.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Property shall vest in the City. Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.
Section 9.07 Authority’s Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.
Section 9.08 Representations of the City. The City represents and warrants to the Authority that (a) the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement and the Indenture, and (b) the Property will be used in the performance of essential governmental functions.
Section 9.09 Representation of the Authority. The Authority represents and warrants to the City that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Assignment Agreement and the Indenture, and to perform all of its duties and obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Assignment Agreement and the Indenture.
Section 9.10 Hazardous Substances. The City covenants and agrees to comply in all material respects with all laws applicable to the Property or any portion thereof, including without limitation all local, State and federal environmental and Hazardous Substances laws, rules and regulations, and with any order of any jurisdiction over the Property. For purposes of this paragraph, “Hazardous Substances” means any substances, pollutants, wastes and contaminants now or hereafter included in such (or any similar) term under any federal, state or local ordinance, code or regulation now existing or hereafter enacted or amended.
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ARTICLE X
NO CONSEQUENTIAL DAMAGES;
USE OF THE PROPERTY; SUBSTITUTION OR RELEASE
Section 10.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City’s use of the Property.
Section 10.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement.
Section 10.03 Substitution or Release of, or Addition to, the Property. The City shall have the right, [with the written consent of the Insurer (so long as the Insurer is not in default on any obligation under the Insurance Policy and subject to this Section)] to substitute alternate real property for any portion of the Property or to release a portion of the Property from this Lease Agreement or to add additional property to the encumbrance of this Lease Agreement. All costs and expenses incurred in connection with such substitution, release or addition shall be borne by the City.
Notwithstanding any substitution or release of, or addition to, Property pursuant to this subsection, there shall be no reduction in or abatement of the Base Rental Payments due from the City hereunder as a result of such substitution, release or addition. Any such substitution or release of any portion of the Property, or addition to the Property, shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution, release or addition:
(a) a Written Certificate of the City to the effect that the Property, as constituted after such substitution, release or addition, (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds; (b) with respect to any substituted or added property, the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering portions of the Property other than such substituted or added property, will be in the amount at least equal to the aggregate principal amount of all Outstanding Bonds, of the type and with the endorsements described in Section 6.02 hereof; and (c) the City, the Authority and the Trustee shall have executed, and the City shall have caused to be recorded with the Riverside County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted or added real property in the description of the Property contained herein and in the Ground Lease. 2026
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ARTICLE XI
MISCELLANEOUS
Section 11.01 Law Governing. THIS LEASE AGREEMENT SHALL BE GOVERNED
EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
Section 11.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
If to the City: City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, California 91752
Attention: City Manager
If to the Authority: Eastvale Public Financing Authority c/o City of Eastvale
12363 Limonite Avenue
Suite 910
Eastvale, California 91752
Attention: Executive Director
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.
Section 11.03 Validity and Severability. If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.
Section 11.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Rental Payments shall be an absolute net 2027
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return to the Authority, free and clear of any expenses, charges or set-offs whatsoever and notwithstanding any dispute between the City and the Authority.
Section 11.05 Taxes. The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.
The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, with notice to the Insurer, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority, the Insurer and the Trustee.
Section 11.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.
Section 11.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture and the Insurer (so long as the Insurer has not defaulted on any obligation under the Insurance Policy), provided that no such amendment shall (i) extend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Owner of each Bond so affected, or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease, or (iii) amend this Section without the prior written consent of the Owners of the Bonds then Outstanding and the Insurer.
(b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or thereto which shall become binding upon execution by the Authority and the City, without the written consents of the Insurer or any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, 2028
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covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners;
(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on the Bonds;
(iv) to provide for the substitution or release of a portion of the Property in accordance with the provisions of Section 10.03 hereof; (v) to provide for the issuance of Additional Bonds in accordance with Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel.
Section 11.08 Assignment. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments payable hereunder, to the Trustee pursuant to the Assignment Agreement.
Section 11.09 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.
Section 11.10 Insurer as Third Party Beneficiary. [The Insurer is a third-party beneficiary under this Lease Agreement and may enforce any right, remedy or claim conferred upon, given or granted hereunder.]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
CITY OF EASTVALE
By:
Mark Orme, City Manager
ATTEST:
Marc A. Donohue, MMC, City Clerk
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Mark Orme, Executive Director
ATTEST:
Marc A. Donohue, MMC, City Clerk
2030
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EXHIBIT A
DESCRIPTION OF THE PROPERTY
Real property in the City of Eastvale, County of Riverside, State of California, described as follows:
[To Come]
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EXHIBIT B
CAPITALIZED INTEREST AND BASE RENTAL PAYMENT SCHEDULE
I. CAPITALIZED INTEREST PAYMENTS
A portion of the interest on the portion of the 2025A Bonds issued to finance the Project shall be paid from the Capitalized Interest Fund established under the Indenture on the following dates and in the following amounts:
Date Amount
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
November 1, 2028
II. TOTAL BASE RENTAL PAYMENTS
Interest Payment Date*
Principal
Component
Interest
Component
Total
Base Rental
TOTAL
* Base Rental Payments to be made no later than the Base Rental Deposit Date preceding each Interest Payment Date.
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EXHIBIT C
DESCRIPTION OF THE PROJECT
Civic Center Project
[To Come]
2033
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EXHIBIT D
FORM OF CERTIFICATE REGARDING INSURANCE
U.S. Bank Trust Company, National Association
Attn: Corporate Trust Department
633 West Fifth Street, 24th Floor, Los Angeles, CA 90071 Attention: Global Corporate Trust
Re: Eastvale Public Financing Authority
The undersigned, on behalf of the City of Eastvale (the “City”), hereby certifies that the insurance policies required under Article VI of the Lease Agreement dated as of July 1, 2025 (the “Lease Agreement”), by and between the City and the Eastvale Public Financing Authority, are in full force and effect and the City is in full compliance with the requirements of Article VI of the Lease Agreement.
Date: ________, 20__
CITY OF EASTVALE
By:
Authorized City Representative
2034
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4857-5532-8503v4/201004-0003
RECORDING REQUESTED BY:
Eastvale Public Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.
[Space above for Recorder’s use.]
This Ground Lease is recorded for the benefit of the City of Eastvale and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code. Lease term less than 35 years.
GROUND LEASE
by and between
CITY OF EASTVALE
and
EASTVALE PUBLIC FINANCING AUTHORITY
Dated as of July 1, 2025
Relating to
$__________________
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
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GROUND LEASE
THIS GROUND LEASE (this “Ground Lease”), executed and entered into as of July 1, 2025, is by and between the CITY OF EASTVALE (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, as lessor, and the EASTVALE PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, as lessee.
WITNESSETH:
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of certain capital improvement projects within the City, including but not limited to, the design and development of Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”); WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to this Ground Lease, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of July 1, 2025 (the “Lease Agreement”);
WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds payable from the Base Rental Payments (as defined in the Lease Agreement) to be made by the City under the Lease Agreement; WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of such bonds payable from the Base Rental Payments pursuant to an Indenture, dated as of July 1, 2025 (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of July 1, 2025 (the “Assignment Agreement”) by and between the Authority and the Trustee; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
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ARTICLE I
DEFINITIONS
Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in the Lease Agreement or the Indenture shall have the same meaning in this Ground Lease.
ARTICLE II
LEASE OF THE PROPERTY; RENTAL
Section 2.01 Lease of Property. The City hereby leases to the Authority, and the Authority hereby leases from the City, for the benefit of the Owners of the Bonds, the Property and all rights appurtenant thereto, including, but not limited to, rights of access, subject only to Permitted Encumbrances, to have and to hold for the term of this Ground Lease.
Section 2.02 Rental. The Authority shall pay to the City as and for rental of the Property hereunder, the sum of $1.00, the receipt of which is hereby acknowledged, and shall enter into the Lease Agreement.
ARTICLE III
QUIET ENJOYMENT
The parties intend that the Property will be leased back to the City pursuant to the Lease Agreement for the term thereof. It is further intended that, to the extent provided herein and in the Lease Agreement, if an event of default occurs under the Lease Agreement, the Authority, or its assignee, will have the right, for the then remaining term of this Ground Lease to (a) take possession of the Property, (b) if it deems it appropriate, cause an appraisal of the Property and a study of the then reasonable use thereof to be undertaken, and (c) relet the Property. Subject to any rights the City may have under the Lease Agreement (in the absence of an event of default) to possession and enjoyment of the Property, the City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Property during the term hereof and will, at the request of the Authority and at the City’s cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment.
ARTICLE IV
SPECIAL COVENANTS AND PROVISIONS
Section 4.01 Waste. The Authority agrees that at all times that it is in possession of the Property, it will not commit, suffer or permit any waste on the Property, and that it will not willfully or knowingly use or permit the use of the Property for any illegal purpose or act.
Section 4.02 Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may 2037
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reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, the Indenture and the Lease Agreement.
Section 4.03 Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely liabilities of the Authority as a joint exercise of powers entity, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder.
All liabilities under this Ground Lease on the part of the City shall be solely liabilities of the City as a public corporation, and the Authority hereby releases each and every member, officer and employee of the City of and from any personal or individual liability under this Ground Lease. No member, officer or employee of the City shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the Authority or to any other party whomsoever for anything done or omitted to be done by the City hereunder.
Section 4.04 Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Property.
Section 4.05 Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same.
Section 4.06 Representations of the City. The City represents and warrants to the Authority and the Trustee as follows:
(a) the City has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution of this Ground Lease;
(b) except for Permitted Encumbrances, the Property is not subject to any dedication, easement, right of way, reservation in patent, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the use of the Property for governmental purposes as contemplated by the City;
(c) all taxes, assessments or impositions of any kind with respect to the Property, except current taxes, have been paid in full; and
(d) the Property is necessary to the City in order for the City to perform its governmental functions.
Section 4.07 Representations of the Authority. The Authority represents and warrants to the City and the Trustee that the Authority has the full power and authority to enter into, to execute and to deliver this Ground Lease, and to perform all of its duties and obligations hereunder, and has duly authorized the execution and delivery of this Ground Lease. 2038
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ARTICLE V
ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing. This Ground Lease may be sold or assigned and the Property subleased, as a whole or in part, by the Authority without the necessity of obtaining the consent of the City, if an event of default occurs under the Lease Agreement. The Authority shall, within 30 days after such an assignment, sale or sublease, furnish or cause to be furnished to the City a true and correct copy of such assignment, sale or sublease, as the case may be.
Section 5.02 Restrictions on City. The City agrees that, except with respect to Permitted Encumbrances, it will not mortgage, sell, encumber, assign, transfer or convey the Property or any portion thereof during the term of this Ground Lease.
ARTICLE VI
TERM; TERMINATION
Section 6.01 Term. The term of this Ground Lease shall commence as of the date of issuance of the Series 2025A Bonds and shall remain in full force and effect from such date to and including May 1, 20[55], unless such term is extended or sooner terminated as hereinafter provided.
Section 6.02 Extension; Early Termination. If, on May 1, 20[55], the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, or amounts that are owed to the Insurer pursuant to the Terms of the Insurance Policy, the Lease Agreement or the Indenture, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease shall in no event be extended beyond May 1, 20[65]. If, prior to May 1, 20[55], all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith. Subject to Section 9.05 of the Lease Agreement, no termination, assignment (other than to the Trustee in accordance with the Indenture and the Assignment Agreement), transfer, release, disposition or sublease of the Ground Lease, the Property or any portion thereof shall be permitted without the prior written consent of the Insurer.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Authority and their respective successors and assigns.
Section 7.02 Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
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Section 7.03 Amendments, Changes and Modifications. This Ground Lease may be amended, changed, modified, altered or terminated only in accordance with the provisions of the Lease Agreement.
Section 7.04 Assignment to Trustee. The Authority and City acknowledge that the Authority has assigned its right, title and interest in and to this Ground Lease (but none of its obligations and none of its rights to provide consents or approvals hereunder) to the Trustee pursuant to certain provisions of the Assignment Agreement. The City consents to such assignment.
Section 7.05 Execution In Counterparts. This Ground Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 7.06 Applicable Law. This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.
Section 7.07 Insurer as Third Party Beneficiary. The Insurer is a third-party beneficiary under this Ground Lease and may enforce any right, remedy or claim conferred upon, given or granted hereunder.
Section 7.08 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.
CITY OF EASTVALE
By:
Mark Orme, City Manager
ATTEST:
Marc A. Donohue, MMC, City Clerk
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Mark Orme, Executive Director
ATTEST:
Marc A. Donohue, MMC, City Clerk
2041
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the Eastvale Public Financing Authority, a joint exercise of powers entity duly organized and existing under the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Eastvale Public Financing Authority, pursuant to authority conferred by resolution of the said Board of Directors adopted on [June 25], 2025, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: July 1, 2025
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Mark Orme, Executive Director
2042
4857-5532-8503v4/201004-0003
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2043
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2044
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EXHIBIT A
DESCRIPTION OF THE PROPERTY
[To Come]
2045
Stradling Draft of 6/9/25
4887-8826-8535v4/201004-0003
RECORDING REQUESTED BY:
Eastvale Public Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.
[Space above for Recorder’s use.]
This Assignment Agreement is recorded for the benefit of the City of Eastvale and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code.
ASSIGNMENT AGREEMENT
by and between
EASTVALE PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of July 1, 2025
Relating to
$__________________
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
2046
4887-8826-8535v4/201004-0003
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”), executed and entered into as of July 1, 2025, is by and between the EASTVALE PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of certain capital improvement projects within the City, including but not limited to, the design and development of the Civic Center Project, which includes the City Hall, Library, and Police Station buildings, as well as a Civic Plaza, Park, Amphitheater, and parking, associated facilities and equipment (collectively, the “Project”); WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of July 1, 2025, and recording concurrently herewith (the “Ground Lease”), and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of July 1, 2025, as disclosed by a Memorandum of Lease Agreement recording concurrently herewith (the “Lease Agreement”);
WHEREAS, the Property is more particularly described in Exhibit A hereto; WHEREAS, under the Lease Agreement, the City is obligated to make Base Rental Payments (as defined in the Lease Agreement) to the Authority; WHEREAS, the Authority desires to assign without recourse certain of its rights in the Ground Lease and the Lease Agreement, including its right to receive the Base Rental Payments, to the Trustee for the benefit of the owners of bonds (the “Bonds”) to be issued pursuant to the Indenture, dated as of the date hereof (as supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City and the Trustee; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:
Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and interest in and to the Ground Lease and the Lease Agreement including, without limitation, its right 2047
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to receive the Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided, however, that the Authority shall retain its obligations under the Lease Agreement and Ground Lease, the rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.
Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment, subject to the terms and provisions of the Indenture, and all such Base Rental Payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Lease Agreement and the Indenture.
Section 3. Conditions. This Assignment Agreement shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture.
Section 4. Further Assurances. The Authority shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended to be conveyed pursuant hereto.
Section 5. Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE
GOVERNED EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
Section 6. Execution. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.
EASTVALE PUBLIC FINANCING AUTHORITY
By:
Mark Orme, Executive Director
ATTEST:
Marc A. Donohue, MMC, City Clerk
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Name:
Title:
2049
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2050
4887-8826-8535v4/201004-0003
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, __________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
2051
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On ___________________ before me, __________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
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4887-8826-8535v4/201004-0003
EXHIBIT A
DESCRIPTION OF THE PROPERTY
[To Come]
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$[Par Amount]
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
BOND PURCHASE AGREEMENT
[Pricing Date]
City of Eastvale
12363 Limonite Avenue, Suite 910
Eastvale, California 91752
Eastvale Public Financing Authority
12363 Limonite Avenue, Suite 910
Eastvale, California 91752
Ladies and Gentlemen:
BofA Securities, Inc. (the “Underwriter”) hereby offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Eastvale, an incorporated city duly organized and validly existing under and pursuant to the laws of the State of California (the “City”), and the Eastvale Public Financing Authority, a joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California (the “Authority”), whereby the Underwriter will purchase and the City and the Authority will sell the Bonds (as defined and described below). The Underwriter is making this offer subject to the acceptance by the City and the Authority at or before 5:00 P.M., Pacific Daylight Time, on the date hereof. If the City and the Authority accept this Purchase Agreement, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall bind the City, the Authority and the Underwriter. The Underwriter may withdraw this Purchase Agreement upon written notice delivered by the Underwriter to the City Manager of the City and the Executive Director of the Authority at any time before the City and the Authority accept this Purchase Agreement. Terms used but not defined in this Purchase Agreement are defined in the Indenture (as defined below).
1. PURCHASE AND SALE.
Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the following bonds: Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project) (the “Bonds”), at the purchase price of $______________, representing the aggregate principal amount of the Bonds of $[Par Amount], less an Underwriter’s discount of $____________ plus [net] original issue premium of $____________. The Underwriter agrees to make an initial public offering of the Bonds at a price or prices described in Schedule I hereto; provided, however, the Underwriter reserves the right to change such initial public offering prices 2054
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as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds (but in all cases subject to the requirements of Section 4 hereof), and may offer and sell the Bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by the Underwriter at prices lower than the public offering prices or yields greater than the yields set forth therein (but in all cases subject to the requirements of Section 4 hereof).
The City and the Authority acknowledge and agree that: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the primary role of the Underwriter, as an Underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the City, the Authority and the Underwriter and the Underwriter has financial and other interests that differ from those of the City and the Authority; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City or the Authority and has not assumed any advisory or fiduciary responsibility to the City or the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Authority on other matters); (iv) the only obligations the Underwriter has to the City and the Authority with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the City and the Authority have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they have deemed appropriate.
2. DESCRIPTION AND PURPOSE OF THE BONDS.
The Bonds are being issued pursuant to the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code (the “Act”) of the State of California (the “State”), an Indenture, dated as of [As of Date] (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), a resolution of the City Council of the City with respect to the Bonds (the “City Resolution”) and a resolution of the governing board of the Authority with respect to the Bonds (the “Authority Resolution” and, together with the City Resolution, the “Resolutions”). The Bonds will be principally secured by base rental payments to be made by the City pursuant to a Lease Agreement, dated as of [As of Date] (the “Lease”), by and between the Authority, as lessor, and the City, as lessee, in consideration for the use of certain real property and improvements thereon (the “Property”) described in the Lease. The Authority will have obtained its interest in the Property pursuant to a Ground Lease, dated as of [As of Date] (the “Ground Lease”), by and between the City, as lessor, and the Authority, as lessee. Substantially all of the Authority’s right, title and interest in and to the Ground Lease and the Lease, including its rights to receive the base rental payments due under the Lease Agreement and to enforce any remedies in the event of a default under the Lease Agreement by the City will be assigned by the Authority to the Trustee for the benefit of the owners of the Bonds pursuant to an Assignment Agreement, dated as of [As of Date] (the “Assignment Agreement”), by and between the Authority and the Trustee. The Indenture, the Ground Lease, the Lease and the Assignment Agreement are referred to herein as the “Legal Documents.”
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The proceeds of the sale of the Bonds will be used to (i) finance the costs of the acquisition, construction and installation of certain capital improvements of the City, generally consisting of the Civic Center Project, (ii) fund capitalized interest on a portion of the Bonds, (iii) [purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Insured Bonds (as defined below) when due], and (iv) pay the costs incurred in connection with the issuance of the Bonds.
The Bonds will be secured under the provisions of the Act and the Indenture. The Bonds shall mature in the years, bear interest, be purchased at the prices and be subject to optional and mandatory redemption at the times and in the amounts, all as set forth in Schedule I attached hereto. The scheduled payment of principal of and interest on a portion of the Bonds, as set forth in Schedule I hereto (the “Insured Bonds”), when due will be guaranteed under an insurance policy (the “Bond Insurance Policy”) to be issued concurrently with the delivery of the Insured Bonds by [Insurer] (the “Bond Insurer”). The Authorized Denominations, Record Dates, Interest Payment Dates, Sinking Fund Payment Dates, and other details and particulars of the Bonds shall be as described in the Indenture and the Official Statement (as defined below) of the City and the Authority.
3. DELIVERY OF THE OFFICIAL STATEMENT AND OTHER DOCUMENTS. (a) The City and the Authority have approved and delivered or caused to be delivered to the Underwriter the Preliminary Official Statement dated [POS Date], which, including the cover page and all appendices thereto, is herein referred to as the “Preliminary Official Statement.” It is acknowledged by the City and the Authority that the Underwriter may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the internet. The City and the Authority have deemed the Preliminary Official Statement final as of its date and as of the date hereof for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for any information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12.
(b) Within seven (7) business days from the date hereof, and in any event not later than two (2) business days before the Closing Date, the City and the Authority shall deliver to the Underwriter a final Official Statement relating to the Bonds dated the date hereof (such Official Statement, including the cover page, and all appendices attached thereto, together with all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements and statements incorporated by reference therein or attached thereto, as have been approved by the City, the Authority, Bond Counsel, and the Underwriter, is referred to herein as the “Official Statement”) in the “designated electronic format” (as defined in Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”)), to enable the Underwriter to comply with the rules of the Securities and Exchange Commission (the “SEC”) and the MSRB. The Underwriter agrees to file a copy of the Official Statement, including any amendments or supplements thereto prepared by the City and the Authority, with the MSRB on its Electronic Municipal Markets Access (“EMMA”) system. The Official Statement shall be executed by and on behalf of the Authority and the City by the respective authorized officer thereof. The Official Statement shall be in substantially the same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2-12, the City and the Authority shall only 2056
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make such other additions, deletions and revisions in the Official Statement which are approved by the Underwriter. The City and the Authority hereby agree to deliver to the Underwriter an electronic copy of the Official Statement in a form that permits the Underwriter to satisfy its obligations under the rules and regulations of the MSRB and the SEC including in a wordsearchable pdf format including any amendments thereto. The City and the Authority hereby ratify, confirm and consent to and approve the use and distribution by the Underwriter before the date hereof of the Preliminary Official Statement and hereby authorize and consent to the use by the Underwriter of the Official Statement and the Legal Documents in connection with the public offering and sale of the Bonds.
(c) In order to assist the Underwriter in complying with Rule 15c2-12, the City will undertake, pursuant to the Continuing Disclosure Agreement, dated [Closing Date] (the “Disclosure Agreement”), by and between the City and Urban Futures, Inc., to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Agreement is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement.
4. ESTABLISHMENT OF ISSUE PRICE.
(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s Municipal Advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s Municipal Advisor.]
(b) [Except as otherwise set forth in Schedule I attached hereto,] the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue until the earlier of the date upon which (i) the 10% test has been satisfied as to the Bonds of that maturity or maturities, or (ii) the Closing Date. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the 2057
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Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, and
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such thirdparty distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds 2058
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of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a 2059
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corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.
5. REPRESENTATIONS.
(a) The City represents to and agrees with the Underwriter that:
(i) The City is duly organized and validly existing, with full legal right, power and authority to cause the issuance, sale and delivery of the Bonds to the Underwriter pursuant to the Indenture, and execute, deliver and perform its obligations, as the case may be, under this Purchase Agreement, the Legal Documents to which it is a party (the “City Legal Documents”), and to perform and consummate all obligations and transactions required or contemplated by each of the City Legal Documents and the Official Statement. (ii) The City Resolution approving and authorizing the execution and delivery by the City of the City Legal Documents and the offering, issuance and sale of the Bonds upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the City Council of the City called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (iii) The Indenture and the Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement and the Bonds, when duly issued and authenticated in accordance with the Indenture and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City, entitled to the benefits of the Indenture and payable from the sources therein specified.
(iv) The City has executed and delivered, or will execute and deliver on or before the Closing Date, each of the City Legal Documents. Each of the City Legal Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the City enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the City Legal Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(v) The City is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption 2060
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of the City Resolution, the issuance, delivery and sale of the Bonds and the execution and delivery of the City Legal Documents and compliance with and performance of the City’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City (except as described in or contemplated by the City Legal Documents and the Preliminary Official Statement and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used in this paragraph, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject (including, without limitation, the Act, the City Resolution and the City Legal Documents).
(vi) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the City Legal Documents have been obtained; provided, that the City makes no representations as to any approvals, consents or other actions which may be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws or regulations.
(vii) Any certificates executed by any officer of the City and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation and warranty of the City as to the accuracy of the statements therein made. (viii) Between the date hereof and the time of the Closing, the City shall not, without the prior written consent of the Underwriter, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the City or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement. (ix) The financial statements of the City as of June 30, 2024 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the City as of the dates and for the periods therein set forth. Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2024 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. (x) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the Preliminary Official Statement (excluding therefrom the information under the captions “UNDERWRITING” and “BOND INSURANCE,” and in 2061
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Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY”, as to which no representations or warranties are made), as of its date and as of the date hereof was and is true and correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xi) The Official Statement is, as of its date and at all times after the date of the Official Statement (excluding therefrom the information under the captions “UNDERWRITING” and “BOND INSURANCE,” and in Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY”, as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(xii) If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended) at all times subsequent thereto up to and including that date that is 25 days from the “end of the underwriting period” (as defined in Rule 15c2-12), the Official Statement as so supplemented or amended will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(xiii) If between the date hereof and the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter thereof, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter. (xiv) Except as described in the Preliminary Official Statement and Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the City or against any other party of which the City has notice or, to the knowledge of the City, threatened against the City: (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the City Legal Documents, (iii) which is in any way contesting the creation, existence, powers or jurisdiction of the City or the validity or effect of the Indenture or the Act or any provision thereof or the application of the proceeds of 2062
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the Bonds, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or (v) which, if adversely determined, could materially adversely affect the financial position or operating condition of the City or the transactions contemplated by the Preliminary Official Statement and Official Statement or any of the City Legal Documents. The City shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
(xv) [During the last five years, the City has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12.] [Confirm not applicable because no outstanding CDAs.] (xvi) The City, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest. (b) The Authority represents to and agrees with the Underwriter that:
(i) The Authority is duly organized and validly existing, with full legal right, power and authority to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, and execute, deliver and perform its obligations, as the case may be, under this Purchase Agreement, the Legal Documents to which it is a party (the “Authority Legal Documents”), and to perform and consummate all obligations and transactions required or contemplated by each of the Authority Legal Documents and the Official Statement. (ii) The Authority Resolution approving and authorizing the execution and delivery by the Authority of the Authority Legal Documents and the offering, issuance and sale of the Bonds upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the Board of Directors of the Authority called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
(iii) The Indenture and the Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement and the Bonds, when duly issued and authenticated in accordance with the Indenture and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Indenture and payable from the sources therein specified.
(iv) The Authority has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Authority Legal Documents. Each of the Authority Legal Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Authority enforceable in accordance with its 2063
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terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the Authority Legal Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(v) The Authority is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Authority Resolution, the issuance, delivery and sale of the Bonds and the execution and delivery of the Authority Legal Documents and compliance with and performance of the Authority’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority (except as described in or contemplated by the Authority Legal Documents and the Preliminary Official Statement and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used in this paragraph, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject (including, without limitation, the Act, the Authority Resolution and the Authority Legal Documents).
(vi) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction which would constitute a condition precedent to the performance by the Authority of its obligations hereunder and under the Authority Legal Documents have been obtained; provided, that the Authority makes no representations as to any approvals, consents or other actions which may be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws or regulations.
(vii) Any certificates executed by any officer of the Authority and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation and warranty of the Authority as to the accuracy of the statements therein made.
(viii) Between the date hereof and the time of the Closing, the Authority shall not, without the prior written consent of the Underwriter, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the 2064
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Authority or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement. (ix) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the statements with respect to the Authority in the Preliminary Official Statement (excluding therefrom the information under the captions “UNDERWRITING” and “BOND INSURANCE,” and in Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY”, as to which no representations or warranties are made), as of the date of the Preliminary Official Statement and as of the date hereof were and are true and correct in all material respects and did not and do not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) The statements with respect to the Authority in the Official Statement are, as of the date of the Official Statement and at all times after the date of the Official Statement (excluding therefrom the information under the captions “UNDERWRITING” and “BOND INSURANCE,” and in Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY” , as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(xi) If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended) at all times subsequent thereto up to and including that date that is 25 days from the “end of the underwriting period” (as defined in Rule 15c2-12), the statements with respect to the Authority in the Official Statement as so supplemented or amended will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xii) If between the date hereof and the end of the underwriting period, any event shall occur which might or would cause the statements with respect to the Authority in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriter thereof, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the Authority) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter.
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(xiii) Except as described in the Preliminary Official Statement and Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the Authority or against any other party of which the Authority has notice or, to the knowledge of the Authority, threatened against the Authority: (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the Authority Legal Documents, (iii) which is in any way contesting the creation, existence, powers or jurisdiction of the Authority or the validity or effect of the Indenture or the Act or any provision thereof or the application of the proceeds of the Bonds, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or (v) which, if adversely determined, could materially adversely affect the financial position or operating condition of the Authority or the transactions contemplated by the Preliminary Official Statement and Official Statement or any of the Authority Legal Documents. The Authority shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
(xiv) The Authority, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest.
All representations, warranties and agreements of the City and the Authority shall remain operative and in full force and effect, regardless of any investigations made by the Underwriter or on the Underwriter’s behalf, and shall survive the delivery of the Bonds.
6. CLOSING.
At [8:00] A.M., Pacific Daylight Time, on [Closing Date], or at such other time or date as the Underwriter, the City and the Authority may mutually agree upon as the date and time of the Closing (the “Closing Date”), the City and the Authority will deliver or cause to be delivered to the Underwriter, at the offices of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660, or at such other place as the Underwriter, the City and the Authority may mutually agree upon, the Bonds, through the facilities of The Depository Trust Company (“DTC”), duly executed and authenticated, and the other documents specified in Section 7. At the Closing, (a) upon satisfaction of the conditions herein specified, the Underwriter shall accept the delivery of the Bonds, and pay the purchase price therefor in federal funds payable to the order of the Trustee for the account of the Authority and (b) the Authority shall deliver or cause to be delivered the Bonds to the Underwriter through the facilities of DTC in definitive or temporary form, duly executed by the Authority and in the authorized denominations as specified by the Underwriter at the Closing and the City and the Authority shall deliver the other documents hereinafter mentioned. The Bonds shall be made 2066
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available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection.
7. CONDITIONS PRECEDENT.
The Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the City and the Authority contained herein and the performance by the City and the Authority of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:
(a) The representations of the City and the Authority contained herein shall be true, complete and correct in all material respects on the date of acceptance hereof and on and as of the Closing Date.
(b) At the time of the Closing, the Official Statement, the Resolutions and the Legal Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter. (c) The City and the Authority shall perform or have performed all of its obligations required under or specified in the Resolutions, the Legal Documents and the Official Statement to be performed at or prior to the Closing.
(d) The City and the Authority shall have delivered to the Underwriter final Official Statement by the time required by Section 3 of this Purchase Agreement. (e) As of the date hereof and at the time of Closing, all necessary official action of the City and the Authority relating to the Legal Documents and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.
(f) After the date hereof, up to and including the time of the Closing, there shall not have occurred any change in or particularly affecting the City and the Authority, the Act, the Resolutions, the Legal Documents, the base rental payments payable under the Lease or the Property securing the Bonds, as the foregoing matters are described in the Preliminary Official Statement and the Official Statement, which in the reasonable professional judgment of the Underwriter materially impairs the investment quality of the Bonds. (g) At or prior to the Closing, the Underwriter shall receive the following documents (in each case with only such changes as the Underwriter shall approve):
i. The approving opinion of Bond Counsel relating to the Bonds, dated the Closing Date, substantially in the form attached as Appendix D to the Official Statement, and, if not otherwise directly addressed to the Underwriter, a reliance letter with respect thereto addressed to the Underwriter;
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ii. The supplemental opinion of Bond Counsel, addressed to the Underwriter, dated the Closing Date, to the effect that:
1. This Purchase Agreement has been duly executed and delivered by the Authority and is a legal, valid and binding obligation of the Authority enforceable in accordance with its terms, subject to laws relating to bankruptcy, insolvency, reorganization or creditors' rights generally, to the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State of California;
2. The statements contained in the Preliminary Official Statement and the Official Statement on the cover page and in the sections entitled “INTRODUCTION,” “THE SERIES 2025A BONDS,” (other than
the information concerning DTC and the book-entry system) “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES
2025A BONDS,” “TAX MATTERS,” and Appendix B –
“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS”
insofar as such statements expressly summarize certain provisions of the Indenture, the Bonds, and the form and content of such counsel's opinion attached as Appendix D to the Preliminary Official Statement and the Official Statement, are accurate in all material respects; and
3. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); iii. A letter, dated the Closing Date and addressed to the Underwriter, from Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel, to the effect that:
1. The Bonds are exempt from the registration requirements of the 1933 Act and the Indenture is exempt from qualification under the Trust Indenture Act; and
2. Based upon the information made available to them in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, nothing has come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date and as of the date hereof, did not and does not, and the Official Statement as of its date and all times subsequent thereto during the period up to and including the Closing 2068
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Date, does not and will not, contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; iv. The opinion of the City Attorney, as Counsel to the City, dated the date of the Closing and addressed to the Underwriter, to the effect that:
1. The City has been duly organized and is validly existing under the Constitution and laws of the State of California, and has all requisite power and authority thereunder: (a) to adopt the City Resolution, and to enter into, execute, deliver and perform its covenants and agreements under the City Legal Documents; (b) to approve and authorize the use, execution and distribution of the Preliminary Official Statement and the Official Statement; (c) to cause the issuance, sale, execution and delivery of the Bonds; (d) to pledge the Property and cause the payment of base rental payments as contemplated by the City Legal Documents; and (e) to carry on its activities as currently conducted;
2. The City has taken all actions required to be taken by it before the Closing Date material to the transactions contemplated by the documents mentioned in paragraph (1) above, and the City has duly authorized the execution and delivery of, and the due performance of its obligations under, the City Legal Documents;
3. The City Resolution was duly adopted by the City Council of the City at a meeting of the governing body of the City which was called and held pursuant to law and with all required notices and in accordance with all applicable open meetings laws and at which a quorum was present and acting at the time of the adoption of the City Resolution;
4. The adoption of the City Resolution, the execution and delivery by the City of the City Legal Documents and the compliance with the provisions of the City Legal Documents, do not and will not conflict with or violate in any material respect any California constitutional, statutory or regulatory provision, or, to the best of such counsel’s knowledge after due inquiry, conflict with or constitute on the part of the City a material breach of or default under any agreement or instrument to which the City is a party or by which it is bound;
5. The City Legal Documents constitute legal, valid and binding obligations of the City and are enforceable according to the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally, and by the application of equitable 2069
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principles if equitable remedies are sought, by the exercise of judicial discretion and the limitations on legal remedies against public entities in the State;
6. No litigation is pending or, to the best of such counsel’s knowledge after due inquiry, threatened against the City in any court in any way affecting the titles of the officials of the City to their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the pledge of the Property, or the payment of base rental payments, or the payment of the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the City Resolution or the City Legal Documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement and the Official Statement, or contesting the powers of the City or its authority with respect to the City Resolution or the City Legal Documents;
7. The information contained in the Preliminary Official Statement, as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
8. To the best of such counsel’s knowledge after due inquiry, no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the City of the City Legal Documents and the authorization and distribution of the Preliminary Official Statement and the Official Statement (provided that no opinion need be expressed as to any action required under state securities or Blue Sky laws in connection with the purchase of the Bonds by the Underwriter); and
9. To the best of such counsel’s knowledge after due inquiry, the City is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would materially adversely affect the City’s ability to enter into or perform its obligations under the City Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument and which would materially 2070
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adversely affect the City’s ability to enter into or perform its obligations under the City Legal Documents;
v. The opinion of the Stradling Yocca Carlson & Rauth LLP, as Counsel to the Authority, dated the date of the Closing and addressed to the Underwriter, to the effect that:
1. The Authority has been duly organized and is validly existing under the Constitution and laws of the State of California, and has all requisite power and authority thereunder: (a) to adopt the Authority Resolution, and to enter into, execute, deliver and perform its covenants and agreements under the Authority Legal Documents; (b) to approve and authorize the use, execution and distribution of the Preliminary Official Statement and the Official Statement; (c) to issue, sell, execute and deliver the Bonds; (d) to facilitate the pledging of the Property and assign the base rental payments as contemplated by the Authority Legal Documents; and (e) to carry on its activities as currently conducted;
2. The Authority has taken all actions required to be taken by it before the Closing Date material to the transactions contemplated by the documents mentioned in paragraph (a) above, and the Authority has duly authorized the execution and delivery of, and the due performance of its obligations under, the Authority Legal Documents;
3. The Authority Resolution was duly adopted by the Board of Directors of the Authority at a meeting of the governing body of the Authority which was called and held pursuant to law and with all required notices and in accordance with all applicable open meetings laws and at which a quorum was present and acting at the time of the adoption of the Authority Resolution;
4. The adoption of the Authority Resolution, the execution and delivery by the Authority of the Authority Legal Documents and the compliance with the provisions of the Authority Legal Documents, do not and will not conflict with or violate in any material respect any California constitutional, statutory or regulatory provision, or, to the best of such counsel’s knowledge after due inquiry, conflict with or constitute on the part of the Authority a material breach of or default under any agreement or instrument to which the Authority is a party or by which it is bound;
5. The Authority Legal Documents constitute legal, valid and binding obligations of the Authority and are enforceable according to the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of 2071
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creditors’ rights generally, and by the application of equitable principles if equitable remedies are sought, by the exercise of judicial discretion and the limitations on legal remedies against public entities in the State;
6. No litigation is pending or, to the best of such counsel’s knowledge after due inquiry, threatened against the Authority in any court in any way affecting the titles of the officials of the Authority to their respective positions, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the pledging of the Property, or the assignment of base rental payments, or the payment of the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Authority Resolution or the Authority Legal Documents, or contesting in any way the completeness or accuracy of the Preliminary Official Statement and the Official Statement, or contesting the powers of the Authority or its authority with respect to the Authority Resolution or the Authority Legal Documents;
7. The information contained in the Preliminary Official Statement, as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
8. To the best of such counsel’s knowledge after due inquiry, no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the Authority of the Authority Legal Documents and the authorization and distribution of the Preliminary Official Statement and the Official Statement (provided that no opinion need be expressed as to any action required under state securities or Blue Sky laws in connection with the purchase of the Bonds by the Underwriter); and
9. To the best of such counsel’s knowledge after due inquiry, the Authority is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to enter into or perform its obligations under the Authority Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of 2072
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default under any such instrument and which would materially adversely affect the Authority’s ability to enter into or perform its obligations under the Authority Legal Documents;
vi. The opinion of Dorsey & Whitney LLP, counsel to the Trustee, dated the date of the Closing and addressed to the Underwriter, to the effect that:
1. The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Indenture and the other Legal Documents to which it is a party and to enter into such Indenture and other Legal Documents;
2. The Legal Documents to which it is a party have been duly authorized, executed and delivered by the Trustee and constitute the legal, valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought;
3. The execution, delivery and performance of the Indenture and the other Legal Documents to which the Trustee is a party will not conflict with or cause a default under any law, ruling, agreement, administrative regulation or other instrument by which the Trustee is bound;
4. All authorizations and approvals required by law and the articles of association and bylaws of the Trustee in order for the Trustee to execute and deliver and perform its obligations under the Indenture and the other Legal Documents to which it is a party have been obtained; and
5. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or threatened in any way affecting the existence of the Trustee or the titles of its directors or officers to their respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds or the application of proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the Bonds or the Indenture or the other Legal Documents to which the Trustee is a party;
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vii. The opinion of Hawkins Delafield & Wood LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, and covering such matters as the Underwriter may reasonably request; viii. A certificate, dated the Closing Date, signed by the City Manager of the City to the effect that: (a) the representations and agreements of the City contained herein are true and correct in all material respects as of the date of the Closing; (b) the Legal Documents have been duly authorized and executed and are in full force and effect; (c) except as described in the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement, no litigation is pending or, to his or her knowledge, threatened (i) seeking to restrain or enjoin the issuance or delivery of any of the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the City Resolution or any Legal Document, (iii) in any way contesting the creation, existence or powers of the City or the validity or effect of the Act or any provision thereof or the application of the proceeds of the Bonds, or (iv) which, if adversely determined, could materially adversely affect the financial position or operating condition of the City or the transactions contemplated by the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date or any Legal Document; and (d) the Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except no review has been made of information in the Official Statement under the captions “UNDERWRITING” and “BOND INSURANCE,” and in Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY”;
ix. A certificate, dated the Closing Date, signed by the Executive Director of the Authority to the effect that: (a) the representations and agreements of the Authority contained herein are true and correct in all material respects as of the date of the Closing; (b) the Legal Documents have been duly authorized and executed and are in full force and effect; (c) except as described in the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement, no litigation is pending or, to his or her knowledge, threatened (i) seeking to restrain or enjoin the issuance or delivery of any of the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Authority Resolution or any Legal Document, (iii) in any way contesting the creation, existence or powers of the Authority or the validity or effect of the Act or any provision thereof or the application of the proceeds of the Bonds, or (iv) which, if adversely determined, could materially adversely affect the financial position or operating condition of the Authority or the transactions contemplated by the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date or any Legal Document; and (d) the Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact 2074
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necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except no review has been made of information in the Official Statement under the captions “UNDERWRITING” and “BOND INSURANCE,” and in Appendix F – “BOOK ENTRY ONLY SYSTEM” and Appendix G – “SPECIMEN MUNICIPAL BOND INSURANCE POLICY”; x. A certificate, dated the Closing Date, signed by the City Manager of the City, in form and substance satisfactory to the Underwriter, to the effect that (i) the financial statements of the City as of June 30, 2024 fairly represents the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the City as of the dates and for the periods therein set forth and (ii) except as disclosed in the Preliminary Official Statement and the Official Statement, since June 30, 2024, no materially adverse change has occurred, or any development involving a prospective material change, in the financial position or results of operations of the City and the City has not incurred since June 30, 2024, any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Preliminary Official Statement and the Official Statement;
xi. Executed or certified copies of the Indenture;
xii. Executed or certified copies of each other Legal Document; xiii. A Tax Certificate of the City and the Authority, in form satisfactory to Bond Counsel, executed by such officials of the City and the Authority as shall be satisfactory to the Underwriter;
xiv. A certified copies of the Resolutions;
xv. Evidence satisfactory to the Underwriter that the Bonds have received an underlying rating of [____] from S&P Global Ratings (“S&P”) [and the Insured Bonds have received an insured rating of [____] from S&P]; xvi. [An opinion of Counsel to the Bond Insurer to the effect that the information in the Official Statement under the caption “BOND INSURANCE” was as of the date of the Official Statement and is as of the date of Closing Date true and correct in all material respects and such information did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;] xvii. [A certified copy of the Bond Insurance Policy issued by the Bond Insurer;]
xviii. Evidence of required filings with the California Debt and Investment Advisory Commission (“CDIAC”);
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xix. A certificate of an authorized officer of the Trustee, dated as of the Closing Date, to the effect that: (a) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States, having the full power and being qualified to enter into and perform its duties under the Legal Documents to which it is a party (the “Trustee Legal Documents”) and to authenticate and deliver the Bonds to the Underwriter; (b) the Trustee is duly authorized to enter into the Trustee Legal Documents and to authenticate and deliver the Bonds to the Underwriter pursuant to the Indenture; (c) when delivered to and paid for by the Underwriter at the Closing, the Bonds will have been duly authenticated and delivered by the Trustee; (d) the execution and delivery of the Trustee Legal Documents and compliance with the provisions on the Trustee’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), which conflict, breach or default would materially impair the ability of the Trustee to perform its obligations under any Trustee Legal Document, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the lien created by the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Indenture; and (e) to the best of the knowledge of the Trustee, it has not been served with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoining the execution and delivery of the Bonds or the collection of revenues to be applied to pay the principal, premium, if any, and interest with respect to the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of any Trustee Legal Document, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or funding would materially adversely affect the validity or enforceability of the Indenture or the power and authority of the Trustee to enter into and perform its duties under any Trustee Legal Document and to authenticate and deliver the Bonds to or upon the order of the Underwriter;
xx. Evidence that a Form 8038-G relating to the Bonds has been executed by the Authority and will be filed with the Internal Revenue Service (the “IRS”) within the applicable time limit:
xxi. A copy of the Blue Sky Survey with respect to the Bonds; 2076
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xxii. A copy of the Authority’s executed Blanket Letter of Representations to The Depository Trust Company; and
xxiii. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, counsel for the Underwriter or Bond Counsel may reasonably request to evidence compliance by the City and the Authority with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the City and the Authority herein contained and the due performance or satisfaction by the City and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City and the Authority and all conditions precedent to the issuance of the Bonds pursuant to the Indenture shall have been fulfilled.
8. TERMINATION.
If the City and the Authority shall be unable to satisfy the conditions of the Underwriter’s obligations contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the Underwriter at, or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Underwriter to the City and the Authority in writing, or by telephone confirmed in writing. The performance by the City and the Authority of any and all conditions contained in this Purchase Agreement for the benefit of the Underwriter may be waived by the Underwriter.
(a) The Underwriter shall also have the right, before the time of Closing, to cancel its obligations to purchase the Bonds, by written notice by the Underwriter to the City and the Authority, if between the date hereof and the time of Closing:
(i) Any event or circumstance occurs or information becomes known, which, in the professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the Preliminary Official Statement or the Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (ii) The market for the Bonds or the market prices of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds shall have been materially and adversely affected, in the professional judgment of the Underwriter, by:
(1) An amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation (whether or not then introduced) shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue 2077
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Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed (whether or not then introduced) for consideration by either such Committee by any member thereof or presented as an option for consideration (whether or not then introduced) by either such Committee by the staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which, in the judgment of the Underwriter, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; or (2) The declaration of war or engagement in or escalation of military hostilities by the United States or the occurrence of any other national emergency or calamity or terrorism affecting the operation of the government of, or the financial community in, the United States; or
(3) The declaration of a general banking moratorium by federal, New York or California authorities; or
(4) The occurrence of a major financial crisis, a material disruption in commercial banking or securities settlement or clearance services, or a material disruption or deterioration in the fixed income or municipal securities market; or (5) Additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (6) The general suspension of trading on any national securities exchange; or
(iii) Legislation enacted, introduced in the Congress or recommended for passage (whether or not then introduced) by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or 2078
26 3991775.2 047858 AGMT
issued to the effect that the Bonds, other securities of the City or obligations of the general character of the Bonds are not exempt from registration under the 1933 Act, or that the Indenture is not exempt from qualification under the Trust Indenture Act; or (iv) Any change in or particularly affecting the City, the Authority, the Act, the Resolutions, the Legal Documents or the Property as the foregoing matters are described in the Preliminary Official Statement or the Official Statement, which in the professional judgment of the Underwriter materially impairs the investment quality of the Bonds; or (v) An order, decree or injunction of any court of competent jurisdiction, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws as amended and then in effect; or (vi) A stop order, ruling, regulation or official statement by the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, or the execution and delivery of any Legal Documents, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws, including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as amended and as then in effect; or
(vii) Any change or any development involving a prospective change in or affecting the business, properties or financial condition of the City, except for changes which the Preliminary Official Statement and Official Statement discloses are expected to occur. (viii) Any litigation shall be instituted or be pending at the time of the Closing to restrain or enjoin the issuance, sale or delivery of the Bonds, or in any way contesting or affecting any authority for or the validity of the proceedings authorizing and approving the Act, the Resolutions, the Legal Documents or the existence or powers of the City or the Authority with respect to its obligations under the Legal Documents; or (ix) A reduction or withdrawal by S&P of its assigned underlying rating on the Bonds [or insured rating on the Insured Bonds], or, as of the Closing Date, the failure by S&P to assign the rating of [____] to the Bonds [and [____] to the Insured Bonds].
9. AMENDMENTS TO OFFICIAL STATEMENT.
During the period commencing on the Closing Date and ending twenty-five (25) days from the end of the underwriting period, the City or the Authority, as applicable, shall advise the Underwriter if any event relating to or affecting the Official Statement shall occur as a result of which it may be necessary or appropriate to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or “potential customer” (as defined for purposes of Rule 15c2-12). If the Official Statement is supplemented or amended, at the time of each supplement or amendment 2079
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thereto and at all times subsequent thereto up to and including that date that is 25 days from the end of the “underwriting period” (as defined in Rule 15c2-12), the Official Statement as supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall amend or supplement the Official Statement (in form and substance satisfactory to counsel for the Underwriter) so that the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
10. EXPENSES.
All expenses and costs of the City and the Authority incident to the performance of their obligations in connection with the authorization, issuance and sale of the Bonds to the Underwriter, including the costs of printing or reproduction of the Bonds, the Legal Documents and the Official Statement in reasonable quantities, fees of consultants, fees of rating agencies, advertising expenses, fees and expenses of the Trustee and its counsel and fees and expenses of the City Attorney, Counsel to the Authority, Bond Counsel and Disclosure Counsel, shall be paid by the Authority or the City, as applicable, from the proceeds of the Bonds or other revenues of the Authority or the City. The City shall be solely responsible for and shall pay for any expenses incurred by the Underwriter on behalf of the City’s employees and representatives which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees and representatives. All other expenses and costs of the Underwriter incurred under or pursuant to this Purchase Agreement, including, without limitation, the cost of preparing this Purchase Agreement and other Underwriter documents, travel expenses and the fees and expenses of counsel to the Underwriter, shall be paid by the Underwriter (which may be included as an expense component of the Underwriter’s discount).
11. USE OF DOCUMENTS.
The City and the Authority hereby authorizes the Underwriter to use, in connection with the public offering and sale of the Bonds, this Purchase Agreement, the Preliminary Official Statement, the Official Statement and the Legal Documents, and the information contained herein and therein.
12. QUALIFICATION OF SECURITIES.
The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification; provided, however, that the Authority will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.
13. NOTICES.
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Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City Manager at the address set forth above, and to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Authority’s Executive Director at the address set forth above, and any such notice or other communication to be given to the Underwriter may be given by delivering the same in writing to BofA Securities, Inc., 555 California Street, Suite 610, San Francisco, California 94104, Attention:
Holly Vocal.
14. BENEFIT.
This Purchase Agreement is made solely for the benefit of the City, the Authority and the Underwriter (including their successors or assigns) and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the City and the Authority contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of this Purchase Agreement, other than pursuant to Section 8 (and in all events the agreements of the City and the Authority pursuant to Section 10 hereof shall remain in full force and effect notwithstanding the termination of this Purchase Agreement under Section 8 hereof).
15. GOVERNING LAW. This Purchase Agreement shall be deemed to be a contract under, and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to choice of law rules (other than New York General Obligation Laws Section 5-1401 and 5-1402); provided, however, that the obligations of the Authority shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.
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16. MISCELLANEOUS.
(a) This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.
(b) This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original hereof.
Very truly yours,
BOFA SECURITIES, INC.,
as Underwriter
By:________________________
Name:
Title:
Approved and Agreed to: ____________, 2025
CITY OF EASTVALE
By:________________________
Name:
Title:
EASTVALE PUBLIC FINANCING AUTHORITY
By:________________________
Name:
Title:
[SIGNATURE PAGE TO BOND PURCHASE AGREEMENT]
2082
I-1
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SCHEDULE I
MATURITY SCHEDULE AND
REDEMPTION PROVISIONS
$[Par Amount]
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
Maturity
(May 1)
Principal
Amount Interest Rate Price Yield
10% Test
Satisfied
(Y/N)
C Priced to call at par on _________.
I
Insured Bond.
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A-1
EXHIBIT A
$[Par Amount]
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc. (“BofA Securities”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
[Select appropriate provisions below]
1. [Alternative 11– All Maturities Use General Rule: Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.][Alternative 22– Select Maturities Use General Rule: Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.]
2. Initial Offering Price of the [Bonds] [Hold-the-Offering-Price Maturities]. a) [Alternative 13 – All Maturities Use Hold-the-Offering-Price Rule: BofA Securities offered the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative 24 – Select Maturities Use Hold-the-Offering-Price Rule: BofA Securities offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the offering-price rule”), and (ii) any selling group agreement shall contain the agreement
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber paragraphs accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly. 4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b). 2084
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A-2
of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. BofA Securities has not offered or sold any Maturity of the unsold Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. BofA Securities has not offered or sold any unsold Bonds of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]
3. Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”] [(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([Pricing Date]), or (ii) the date on which the BofA Securities has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Authority means the Eastvale Public Financing Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph 2085
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to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents BofA Securities’ interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Authority with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038[-G][-GC][-TC], and other federal income tax advice it may give to the Authority from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.
BofA SECURITIES, INC.
By:
Name:
Title:
Dated: [ISSUE DATE]
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A-4
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE
HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
2087
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A-5
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
2088
Stradling Draft of 6/18/25
PRELIMINARY OFFICIAL STATEMENT DATED JUNE ___, 2025
4902-7503-5430v7/201004-0002 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
NEW ISSUE—BOOK-ENTRY ONLY RATINGS:
S&P: “___” (INSURED 2025A BONDS)
S&P: “____” (UNDERLYING/UNINSURED 2025A BONDS)
(See “RATINGS” herein)
In the opinion of Stradling Yocca Carlson & Rauth LLP, Bond Counsel (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, interest (and original issue discount) on the Series 2025A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the Series 2025A Bonds is exempt from State of California personal income tax. See the caption “TAX MATTERS” herein with respect to tax consequences relating to the Series 2025A Bonds, including with respect to the alternative minimum tax imposed on certain large corporations. $________*
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
Dated: Date of Delivery Due: May 1, as shown on inside cover The Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project) are being issued to provide funds to (i) finance the costs of the acquisition, construction and installation of certain capital improvements of the City, generally consisting of the Civic Center Project, (ii) fund capitalized interest on a portion of the Series 2025A Bonds through [May 1, 2028], (iii) [purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Insured Series 2025A Bonds when due], and (iv) pay the costs incurred in connection with the issuance of the Series 2025A Bonds. The Series 2025A Bonds are payable from Base Rental Payments to be made by the City of Eastvale for the right to use certain City-owned Property as described herein pursuant to a Lease Agreement, dated as of July 1, 2025, by and between the City, as lessee, and the Eastvale Public Financing Authority, as lessor.
The City has covenanted under the Lease Agreement to make all Base Rental Payments provided for therein, to include all such payments in its annual budgets, and to make all the necessary annual appropriations for such Base Rental Payments. The City’s obligation to make Base Rental Payments is subject to abatement during any period in which, by reason of non-delivery of the Project (as defined herein) or by reason of material damage to, or destruction or condemnation of, the Property, or any defects in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property.
The Series 2025A Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2025A Bonds is payable semiannually on May 1 and November 1 of each year, commencing November 1, 2025. Purchasers will not receive certificates representing their interest in the Series 2025A Bonds. Individual purchases of the Series 2025A Bonds may be made in principal amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the Series 2025A Bonds will be paid by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the Beneficial Owners of the Series 2025A Bonds.
The Series 2025A Bonds will be issued pursuant to an Indenture, dated as of July 1, 2025, (the “Indenture”), by and among the City, the Authority and the Trustee. The Indenture permits the Authority to issue Additional Bonds secured by Base Rental Payments, subject to certain conditions.
The Series 2025A Bonds are subject to optional, extraordinary and mandatory sinking fund redemption prior to maturity. [The scheduled payment of principal of and interest on the Series 2025A Bonds maturing on and after May 1, 20___, when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Insured Series 2025A Bonds by [INSURER].]
[INSURER LOGO]
The Bonds are special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit or the Authority, the City, or the State of California, or any political subdivision thereof, nor the taxing power of the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no power to tax.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation.
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
The Series 2025A Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel. Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, is also acting as Disclosure Counsel to the City. Certain legal matters will be passed upon for the City and the Authority by the City Attorney of the City, for the Underwriter by Hawkins Delafield & Wood LLP, Los Angeles, California, for the Trustee by its counsel, and for the Insurer by its counsel. It is anticipated that the Series 2025A Bonds will be available in book-entry form through the facilities of DTC in New York, New York on or about July __, 2025.
BofA Securities, Inc.
Dated: July __, 2025
*
Preliminary, subject to change.
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$__________*
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
MATURITY SCHEDULE
BASE CUSIP†: ______
Maturity Date
(May 1) Principal Amount Interest Rate Yield Price
CUSIP
Suffix†
$ % %
$_______ _____% Term Bonds due May 1, 20__ Yield: _____% Price: _____ CUSIP† ___ $_______ _____% Term Bonds due May 1, 20__ Yield: _____% Price: ______ CUSIP† ___ *
Preliminary, subject to change.
C Priced to the first optional redemption date of May 1, 20___ at par. †
CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Underwriter, the Authority or the City, or their agents or counsel, assume responsibility for the accuracy of such numbers. 2090
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No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations in connection with the offer or sale of the Series 2025A Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Authority. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2025A Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers or Owners of the Series 2025A Bonds.
Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
This Official Statement and the information contained herein are subject to completion or amendment without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Authority or any other parties described herein since the date hereof. The Series 2025A Bonds may not be sold nor may an offer to buy be accepted prior to the time this Official Statement is delivered in final form.
This Official Statement is being submitted in connection with the sale of the Series 2025A Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions.
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget,” “intend” or similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption “RISK FACTORS” and in APPENDIX A – “THE CITY OF EASTVALE.”
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN
EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS
FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.
THE UNDERWRITER MAY OFFER AND SELL THE SERIES 2025A BONDS TO CERTAIN DEALERS AND
DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC
OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
THE SERIES 2025A BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
[INSURER] (the “Insurer”) makes no representation regarding the Insured Series 2025A Bonds or the advisability of investing in the Insured Series 2025A Bonds. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer, supplied by the Insurer and presented under the heading “BOND INSURANCE” and “Appendix G - SPECIMEN MUNICIPAL BOND INSURANCE POLICY.” A wide variety of other information, including financial information, concerning the City is available from publications and website of City. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded.
No such information is a part of or incorporated into this Official Statement, except as expressly noted. 2091
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CITY OF EASTVALE
COUNTY OF RIVERSIDE, CALIFORNIA
CITY COUNCIL/AUTHORITY BOARD OF DIRECTORS
Mike McMinn, Mayor/Chair of the Authority
Jocelyn Yow, Mayor Pro Tem/Vice Chair of the Authority
Clint Lorimore, Councilmember/Director
Christian Dinco, Councilmember/Director
Todd Rigby, Councilmember/Director
_____________
CITY OFFICIALS
Mark Orme, City Manager/Executive Director
Erica L. Vega, City Attorney/Authority Counsel
Amanda Wells, Finance Director/City Treasurer/Authority Treasurer Marc A. Donohue, MMC, City Clerk/Secretary
_____________
BOND AND DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth LLP
Newport Beach, California
_____________
MUNICIPAL ADVISOR
Urban Futures, Inc.
Walnut Creek, California
_________________
TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California
_________________
2092
TABLE OF CONTENTS
Page
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INTRODUCTION ................................................................................................................................................ 1 General .............................................................................................................................................................. 1 Other Information in this Official Statement .................................................................................................... 3 THE SERIES 2025A BONDS .............................................................................................................................. 3 General .............................................................................................................................................................. 3 Registration, Transfers and Exchanges ............................................................................................................. 4 Redemption ....................................................................................................................................................... 4 Book-Entry Only System .................................................................................................................................. 6 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025A BONDS .......................................... 6 Pledge of Revenues ........................................................................................................................................... 6 Base Rental Payments ....................................................................................................................................... 7 Additional Rental Payments ............................................................................................................................. 8 Abatement ......................................................................................................................................................... 8 Substitution, Addition and Removal of Property .............................................................................................. 9 Action on Default............................................................................................................................................ 10 No Reserve Fund ............................................................................................................................................ 10 Capitalized Interest Fund ................................................................................................................................ 11 Additional Bonds ............................................................................................................................................ 11 Insurance ......................................................................................................................................................... 12 BOND INSURANCE ......................................................................................................................................... 14 [TO COME] .................................................................................................................................................... 14 SOURCES AND USES OF FUNDS .................................................................................................................. 14 DEBT SERVICE SCHEDULE........................................................................................................................... 15 THE FINANCING PLAN .................................................................................................................................. 16 THE CIVIC CENTER PROJECT ...................................................................................................................... 16 THE PROPERTY ............................................................................................................................................... 18 THE AUTHORITY ............................................................................................................................................ 18 THE CITY .......................................................................................................................................................... 18 RISK FACTORS ................................................................................................................................................ 19 General Considerations – Security for the Series 2025A Bonds .................................................................... 19 Abatement ....................................................................................................................................................... 19 Natural Disasters and Climate Change ........................................................................................................... 20 Hazardous Substances ..................................................................................................................................... 22 Cybersecurity .................................................................................................................................................. 23 Substitution, Addition and Removal of Property; Additional Bonds .............................................................. 23 Limited Recourse on Default; No Acceleration of Base Rental ..................................................................... 24 Limitations on Remedies Available; Bankruptcy ........................................................................................... 24 Possible Insufficiency of Insurance Proceeds ................................................................................................. 25 Loss of Tax Exemption ................................................................................................................................... 26 No Liability of Authority to the Owners ......................................................................................................... 26 Risks Associated with Bond Insurance ........................................................................................................... 26 Dependence on State for Certain Revenues .................................................................................................... 27 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS ............ 28 Article XIIIA of the State Constitution ........................................................................................................... 28 Legislation Implementing Article XIIIA ........................................................................................................ 28 Article XIIIB of the State Constitution ........................................................................................................... 28 Articles XIIIC and XIIID of the State Constitution ........................................................................................ 29 2093
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Proposition 62 ................................................................................................................................................. 30 Proposition 1A ................................................................................................................................................ 31 Proposition 22 ................................................................................................................................................. 31 Proposition 26 ................................................................................................................................................. 32 Possible Future Initiatives ............................................................................................................................... 32 TAX MATTERS................................................................................................................................................. 32 CERTAIN LEGAL MATTERS ......................................................................................................................... 34 ABSENCE OF LITIGATION ............................................................................................................................ 34 UNDERWRITING ............................................................................................................................................. 35 RATINGS ........................................................................................................................................................... 35 MUNICIPAL ADVISOR ................................................................................................................................... 36 CONTINUING DISCLOSURE .......................................................................................................................... 36 FINANCIAL STATEMENTS OF THE CITY ................................................................................................... 36 MISCELLANEOUS ........................................................................................................................................... 36 APPENDIX A THE CITY OF EASTVALE .............................................................................................. A-1 APPENDIX B SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS ........................................... B-1
APPENDIX C ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2024 .......................................................................... C-1 APPENDIX D PROPOSED FORM OF BOND COUNSEL OPINION .................................................... D-1 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT ............................................. E-1 APPENDIX F BOOK-ENTRY ONLY SYSTEM .....................................................................................F-1 APPENDIX G SPECIMEN MUNICIPAL BOND INSURANCE POLICY ............................................. G-1 2094
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OFFICIAL STATEMENT
$__________*
EASTVALE PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
(CIVIC CENTER PROJECT)
INTRODUCTION
General
This Official Statement (which includes the cover page, inside cover page and the appendices hereto) (the “Official Statement”), provides certain information concerning the sale and delivery of $__________* aggregate principal amount of Eastvale Public Financing Authority Lease Revenue Bonds, Series 2025A (Civic Center Project) (the “Series 2025A Bonds”).
The net proceeds of the sale of the Series 2025A Bonds will be used to (i) finance the costs of the acquisition, construction and installation of certain capital improvements of the City of Eastvale (the “City”), as described herein, (ii) fund capitalized interest on a portion of the Series 2025A Bonds through [May 1, 2028], (iii) [purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Insured Series 2025A Bonds (as defined herein) when due, as described under the caption “BOND INSURANCE,”] and (iv) pay the costs incurred in connection with the issuance of the Series 2025A Bonds.
See “SOURCES AND USES OF FUNDS” herein.
The Series 2025A Bonds are equally and ratably payable from base rental payments (the “Base Rental Payments”) to be made by the City for the right to use certain real property (as further described under the caption “THE PROPERTY”) (the “Property”) pursuant to a Lease Agreement, dated as of July 1, 2025 (the “Lease Agreement”), between the City, as lessee, and the Eastvale Public Financing Authority (the “Authority”), as lessor.
The Series 2025A Bonds will be issued pursuant to an Indenture, dated as of July 1, 2025 (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the Indenture, the Authority may issue additional bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2025A Bonds (the Series 2025A Bonds and any such Additional Bonds being collectively referred to as the “Bonds”), subject to certain conditions.
Pursuant to a Ground Lease, dated as of July 1, 2025 (the “Ground Lease”), by and between the City and the Authority, the City has leased the Property to the Authority. The Authority has subleased the Property to the City under the Lease Agreement. The Lease Agreement obligates the City to make Base Rental Payments to the Authority.
The Trustee and the Authority have entered into an Assignment Agreement, dated as of July 1, 2025, pursuant to which the Authority has assigned to the Trustee for the benefit of the Bond Owners substantially all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including its rights to receive the Base Rental Payments due under the Lease Agreement and to enforce any remedies in the event of a default under the Lease Agreement by the City.
The City will covenant under the Lease Agreement to take such action as may be necessary to include all Rental Payments, which are comprised of Base Rental Payments and Additional Rental Payments (which *
Preliminary, subject to change.
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include taxes and assessments affecting the Property, administrative costs of the Authority relating to the Property, fees and expenses of the Trustee, amounts payable to the Insurer (as defined herein) pursuant to the Indenture that are not payable from Base Rental Payments, and other amounts payable under the Lease Agreement), due under the Lease Agreement as a separate line item in its annual budgets and to make the necessary annual appropriations therefor, subject to abatement as described herein.
Base Rental Payments are subject to complete or partial abatement in the event and to the extent that there is substantial interference with the City’s right to use and occupy the Property or any portion thereof, including but not limited to non-delivery of the Project (as defined herein). See “RISK FACTORS— Abatement.” Abatement of Base Rental Payments under the Lease Agreement, to the extent that payment is not made from alternative sources as set forth below, would result in all Bond Owners receiving less than the full amount of principal of and interest on the Bonds. To the extent that proceeds of insurance are available, Base Rental Payments (or a portion thereof) may be made from such proceeds of insurance during periods of abatement.
[Payment of the principal of and interest on the Series 2025A Bonds maturing on and after May 1, 20___ (the “Insured 2025A Bonds”), will be insured by a municipal bond insurance policy (the “Policy”) to be issued by [INSURER] (“[INSURER]” or the “Insurer”) concurrently with the issuance of the Insured Series 2025A Bonds. See the caption “BOND INSURANCE.” A specimen of the Policy is set forth in Appendix G.] In the opinion of Bond Counsel under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Series 2025A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the Series 2025A Bonds is exempt from State of California (“State”) personal income tax. See “TAX MATTERS” with respect to tax consequences relating to the Series 2025A Bonds, including with respect to the alternative minimum tax imposed on certain large corporations.
The Series 2025A Bonds are special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit or the Authority, the City, or the State, or any political subdivision thereof, nor the taxing power of the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no power to tax.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation.
The City has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (“SEC Rule 15c2-12(b)(5)”) certain annual financial information and operating data and notice of certain listed events within ten business days of their occurrence. These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” herein for a description of the specific nature of the annual report and notices of listed events and a summary description of the terms of the disclosure agreement pursuant to which such reports are to be made. And see APPENDIX E— “FORM OF CONTINUING DISCLOSURE AGREEMENT.”
The U.S. Bank Trust Company, National Association, Los Angeles, California, will act as Trustee with respect to the Series 2025A Bonds. The Series 2025A Bonds will be issued subject to the approval as to their legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel. Certain 2096
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legal matters will be passed upon for the City and the Authority by the City Attorney of the City and by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by Hawkins Delafield & Wood LLP, Los Angeles, California.
The City’s financial statements for the fiscal year ended June 30, 2024 included as Appendix C hereto have been audited by Rogers, Anderson, Malody & Scott, LLP (the “Auditor”). See APPENDIX C— “ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2024” herein. The Auditor has not undertaken to update the audited financial statements of the City or its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement.
Certain events could affect the ability of the City to make the Base Rental Payments when due. See “RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2025A Bonds.
The presentation of information, including tables of receipt of revenues, is intended to show recent historical information and, except for a budget discussion for Fiscal Year 2025-26, is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. See Appendix A for financial and operating information related to the City.
Other Information in this Official Statement
The summaries or references to the Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement and other documents, agreements and statutes referred to herein, and the description of the Series 2025A Bonds included in this Official Statement, do not purport to be comprehensive or definitive, and such summaries, references and descriptions are qualified in their entireties by reference to each such document or statute. All capitalized terms used in this Official Statement (unless otherwise defined herein) which are defined in the Indenture or the Lease Agreement shall have the meanings set forth therein, some of which are summarized in APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS.” THE SERIES 2025A BONDS
General
The Series 2025A Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof. The Series 2025A Bonds will be dated as of and bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the dated date thereof at the rates set forth on the inside cover page hereof. Interest on the Series 2025A Bonds will be paid semiannually on May 1 and November 1 (each, an “Interest Payment Date”) of each year, commencing November 1, 2025.
Interest on the Series 2025A Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2025A Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day (the “Record Date”), in which event it will bear interest from such Interest Payment Date, (ii) a Series 2025A Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the dated date thereof, or (iii) interest on any Series 2025A Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest will be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2025A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest will be paid by check of the Trustee mailed by first 2097
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class mail, postage prepaid, on each Interest Payment Date to the Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2025A Bonds who have provided account information and wiring instructions satisfactory to the Trustee.
The principal of the Series 2025A Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee. The Series 2025A Bonds will be subject to redemption as set forth herein.
Registration, Transfers and Exchanges
The Series 2025A Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the Series 2025A Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in Appendix F) as described herein.
Beneficial Owners will not be entitled to receive physical delivery of the Series 2025A Bonds. See “THE SERIES 2025A BONDS—Book-Entry Only System.”
Redemption*
Extraordinary Redemption from Condemnation Award or Insurance Proceeds. The Series 2025A Bonds shall be subject to redemption, in whole or in part, on any date, in denominations of $5,000 or any integral multiple thereof, from and to the extent of: (i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, and (ii) eminent domain proceeds received pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
Optional Redemption. The Series 2025A Bonds maturing on or after May 1, 20___, are subject to optional redemption, in whole or in part, on any date on or after May 1, 20___, in denominations of $5,000 or any integral multiple thereof, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
Mandatory Sinking Fund Redemption. The Series 2025A Bonds with a stated maturity on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
$
*
*
Final Maturity.
The Series 2025A Bonds with a stated maturity on May 1, 20___ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20___, in integral multiples of $5,000 at a *
Preliminary, subject to change.
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Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(May 1)
Principal
Amount
$
*
*
Final Maturity.
In the event of a redemption pursuant to extraordinary or optional redemption, the City shall provide the Trustee with a revised mandatory sinking fund schedule giving effect to the redemption so completed.
Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds of a Series not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, (b) with respect to any redemption from and to the extent of any insurance proceeds or condemnation award received with respect to all or a portion of the Property and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion deems appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed.
Notice of Redemption. Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Series 2025A Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Series 2025A Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Series 2025A Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Series 2025A Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.
Such notice will state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Series 2025A Bond numbers and the maturity or maturities (except in the event of redemption of all of the Series 2025A Bonds of such maturity or maturities in whole) of the Series 2025A Bonds to be redeemed, and will require that such Series 2025A Bonds be then surrendered at the principal corporate trust office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Series 2025A Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so given, nor any defect in such notice, will affect the validity of the proceedings for the redemption of the Series 2025A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. 2099
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With respect to any notice of optional redemption of the Series 2025A Bonds, such notice may state that such redemption is conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Series 2025A Bonds to be redeemed and upon other conditions set forth therein and that, if such money has not been so received or such other conditions have not been satisfied, said notice is of no force and effect and the Trustee is not required to redeem such Series 2025A Bonds. If any condition stated in the redemption notice for an optional redemption have not been satisfied on or prior to the redemption date: (i) the redemption notice will be of no force and effect, (ii) the Authority will not be required to redeem such Series 2025A Bonds, (iii) the redemption will not be made, and (iv) the Trustee will within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.
Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.
Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds will become due and payable on said date, and, upon presentation and surrender thereof at the principal corporate trust office of the Trustee, said Bonds will be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.
If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, will be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof has been given as aforesaid and not canceled, then, from and after said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds will be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon. All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of the Indenture will be canceled upon surrender thereof and destroyed.
Book-Entry Only System
DTC will act as securities depository for the Series 2025A Bonds. The Series 2025A Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One fully-registered Series 2025A Bond will be issued for each maturity of the Series 2025A Bonds, each in the initial aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX F— “BOOK-ENTRY ONLY SYSTEM.”
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2025A BONDS Pledge of Revenues
The Series 2025A Bonds are equally and ratably payable from and secured by Base Rental Payments and certain amounts on deposit in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund, and the Redemption Fund established under the Indenture. Base Rental Payments will be payable by the City from any and all legally available funds, however, the City expects that its General Fund will be the primary source of funds to make Base Rental Payments. See “RISK FACTORS” and APPENDIX A—“THE CITY OF EASTVALE” for a description of such available funds and the potential risks associated with the availability of such funds to make Base Rental Payments. The City covenants in the Lease Agreement to take such action as may be necessary to include all Base Rental Payments and Additional 2100
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Rental Payments due under the Lease Agreement in its annual budgets and to make the necessary annual appropriations therefor.
The Authority, pursuant to the Assignment Agreement, has assigned to the Trustee for the benefit of the Bond Owners all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, its right to receive Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided that, the Authority will retain the rights to indemnification, to give approvals and consents under the Lease Agreement and the Ground Lease and to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement. The City will pay Base Rental Payments directly to the Trustee, as assignee of the Authority. See “—Base Rental Payments” below. Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Base Rental Payments on a parity with the Series 2025A Bonds. See the caption “—Additional Bonds,” below, and APPENDIX B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE— ISSUANCE OF BONDS; APPLICATION OF PROCEEDS—Conditions for the Issuance of Additional Bonds” and “—Procedure for the Issuance of Additional Bonds.” Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Capitalized Interest Fund, the Principal Fund, and the Redemption Fund are pledged by the Authority pursuant to the Indenture to secure the payment of the principal of and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.
The Series 2025A Bonds are special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit or the Authority, the City, or the State, or any political subdivision thereof, nor the taxing power of the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no power to tax.
Base Rental Payments
Rental Payments (defined in the Lease Agreement as collectively, the Base Rental Payments and the Additional Rental Payments) will be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid. Each Base Rental Payment will be deposited with the Trustee no later than the 25th day of the month next preceding each Interest Payment Date (the “Base Rental Deposit Date”) on which such Base Rental Payment is due. All Base Rental Payments will be paid directly by the City to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee will be deposited by the Trustee in the Base Rental Payment Fund.
Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and on the Business Day immediately preceding each Principal Payment Date, the Trustee will transfer amounts in the Base Rental Payment Fund as are necessary to the Interest Fund and the Principal Fund to provide for the payment of the interest on and principal of the Series 2025A Bonds.
The Base Rental Payments due under the Lease Agreement are calculated to be sufficient to pay the scheduled principal of and interest on the Series 2025A Bonds when due. The debt service schedules for the Series 2025A Bonds are set forth below under the heading “DEBT SERVICE SCHEDULE.” The obligation of the City to make the Base Rental Payments does not constitute a debt of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is 2101
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obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation.
Additional Rental Payments
For the right to use and occupy the Property, the Lease Agreement requires the City to pay, as Additional Rental payments thereunder, in addition to the Base Rental Payments, such amounts as shall be required for the payment of the following:
(i) All taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein. (ii) All reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees.
(iii) Insurance premiums for all insurance required pursuant to the Lease Agreement. (iv) Any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with section 148(f) of the Internal Revenue Code of 1986; (v) All amounts payable to the Insurer pursuant to the Indenture not payable from Base Rental Payments; and
(vi) All other payments required to be paid by the City under the provisions of the Lease Agreement or the Indenture.
Amounts constituting Additional Rental Payments payable under the Lease Agreement will be paid by the City directly to the person or persons to whom such amounts are payable. The City will pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof.
Abatement
Base Rental Payments and Additional Rental Payments are paid by the City in each Rental Period for and in consideration of the right to use and occupy the Property. Base Rental Payments and Additional Rental Payments may be abated in the event of non-delivery of the Project or in the event of damage, destruction, condemnation or title defect affecting the Property, each as described further below. The Trustee cannot terminate the Lease Agreement in the event of such substantial interference. Abatement of Base Rental Payments and Additional Rental Payments is not an event of default under the Lease Agreement and does not permit the Trustee to take any action or avail itself of any remedy against the City. See APPENDIX B— “SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE LEASE AGREEMENT—RENTAL PAYMENTS—Rental Abatement.”
In the Event of Non-Delivery of the Project. To the extent described below, the amount of Rental Payments due under the Lease Agreement will be abated during any period in which by reason of delay in the completion of the portions of the Project being constructed on the Property there is substantial interference with the City’s use and occupancy of the Project; provided, however, that the Rental Payments due for any 2102
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Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority will calculate such abatement and provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement will continue until the substantial completion of the portions of the Project being constructed on the Property, and the term of the Lease Agreement will be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of the Lease Agreement will in no event be extended beyond May 1, [2065]. Notwithstanding the foregoing, the City will remain obligated to make Rental Payments under the Lease Agreement, as an obligation of the City payable from a special fund, (i) to the extent there are proceeds of any completion or performance bonds or moneys paid to the City by the contractors or any other person as liquidated damages as a result of any defect or delay in completion of the portion of the Project being constructed on the Property, or (ii) to the extent that amounts in the Capitalized Interest Fund are available to pay Rental Payments which would otherwise be abated under the Lease Agreement in the event of non-delivery of the Project. Any amounts received by the City as liquidated damages will be deposited by the City immediately upon receipt in the Base Rental Payment Fund.
In the Event of Damage, Destruction, Condemnation or Title Defect. Except as otherwise specifically provided in the Lease Agreement, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments are subject to abatement proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement will continue in full force and effect. The amount of such abatement will be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. Any such abatement will continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy is restored. In the event of abatement, the term of the Lease Agreement will be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of the Lease Agreement will in no event be extended beyond May 1, [2065].