CITY OF MONTEBELLO
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY
JOINT REGULAR MEETING AGENDA
WEDNESDAY, SEPTEMBER 14, 2022 AT 5:00 PM
CITY HALL COUNCIL CHAMBERS
1600 WEST BEVERLY BOULEVARD
MONTEBELLO, CALIFORNIA
CITY COUNCIL/PUBLIC FINANCING AUTHORITY
Kimberly A. Cobos-Cawthorne, Mayor/Chairperson
Angie M. Jimenez, Mayor Pro Tem/Vice Chairperson
Scarlet Peralta, Councilmember/Member
Salvador Melendez, Councilmember/Member
David N. Torres, Councilmember/Member
CITY
MANAGER/EXECUTIVE
DIRECTOR
René
Bobadilla, City Manager
CITY
TREASURER
Rafae
l Gutierrez
CITY
ATTORNEY/AUTHORITY
COUNSEL
Arnold
M. Alvarez-Glasman
CITY CLERK/SECRETARY OF AUTHORITY
Christopher Jimenez
DEPARTMENT HEADS
Assista
nt City Manager
Fire Chief
Poli
ce Chief
Director
of Finance
Director of Human Resources
Director of Planning/Community Development
Director
of Public Works
Director of Recreation and Community Services
Acting Director of Transportation
Director of Public Affairs and Information Technology
Arlene
Salazar
Fernando Pelaez
Paul Espinosa
Michael Solorza
Nicholas Razo
Joseph Palombi
James Enriquez
David Sosnowski
Adrianna Kendricks
Michael Chee
September 14, 2022: City Council and Public Financing Authority Meeting
NOTICES
COVID-19 NOTICE: The City Council rescinded the Declaration of the Local Emergency and the continuation of teleconferencing open meetings pursuant to AB 361 by adopting Resolution No. 22-21 on Wednesday, April 13, 2022. This City Council/Public Financing Authority Joint Regular Meeting ("Council"/"PFA") will be held in person and will meet at City Hall – City Council Chambers, 1600 West Beverly Boulevard, Montebello, California. The meeting will be live streamed and can be watched on the City’s website and YouTube Channel via the following link:
https://www.cityofmontebello.com/government/live-streaming.html, and may also be viewed on Spectrum Public Access Channel 3 for all Spectrum cable subscribers.
AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act (ADA) any person with a disability who requires special accommodations in order to participate in a meeting should contact the Administration Office at (323) 887-1437 Monday-Thursday from 7:30 a.m.-5:30 p.m. Please call 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to this meeting (28 CFR 35.102-
35.104 ADA Title II 1203). If you require translation services, please contact the City Clerk’s office 72 hours before this meeting. Si necesita servicios de traducción, comuníquese con la Oficina del Secretario Municipal 72 horas antes de esta reunión. 如果您需要翻译服务，请在会议前 72 小时联系市书记员办公室 RULES OF DECORUM:
As Established by Ordinance 2443, adopted on October 27, 2021: Signs, placards, banners, horns, noise-making devices, or other similar items shall not be permitted in the audience during a Public Meeting if the presence of such item disturbs, disrupts or otherwise impedes the orderly conduct of the meeting. All persons attending a public meeting shall remain seated in the seats provided, unless addressing the body at the podium or entering or leaving the meeting.
No member of the audience shall willfully interrupt the orderly conduct at the meeting, this includes clapping or otherwise speaking from their seats. The presiding officer shall direct the removal of any individual whose willful interruption renders infeasible the orderly conduct of the meeting. In the event the removal of the individual or individuals willfully interrupting the meeting does not restore order, the presiding officer may order the meeting room cleared and continue in session. Speakers shall not engage in willful conduct which interrupts the meeting or interferes with the orderly conduct of the meeting. Any person who becomes boisterous while addressing the Council/PFA or who otherwise disrupts the orderly conduct of the Council/PFA’s business shall be subject to removal from the Chambers after being admonished by the presiding officer.
PUBLIC COMMENTS:
In-Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council/PFA meetings, you may address the City Council/PFA in person the day of the meeting. Speakers will be required to fill out a speaker card provided at the door and turn it into the Deputy City Clerk prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 5:00 p.m. and Regular Session begins no later than 6:00 p.m.
Via Email: The public may also submit emailed comments via the City’s email address:
[email protected], up until the day of the meeting, Wednesday, Septemer 14, 2022 by 3:00 p.m. These comments will be submitted to all members of the City Council/PFA and may not be read aloud but will be entered into the record of the proceedings to the extent they relate to matters listed on the posted agenda or otherwise address matters/issues within the subject matter jurisdiction of the City Council/PFA. Any requests to provide public comment which is submitted after the deadlines indicated above will not be submitted to the City Council/PFA, with the exception of non-agenda written item comments which will be held over for the next regularly scheduled meeting.
AGENDA MATERIALS: The agenda and/or agenda packet are available for public inspection at City’s website at: https://www.cityofmontebello.com/council-agendas.html.
September 14, 2022: City Council and Public Financing Authority Meeting
IN CONSIDERATION OF OTHERS, PLEASE TURN OFF, OR MUTE, ALL CELL PHONES AND PAGERS
THANK YOU FOR YOUR COOPERATION
OPENING CEREMONIES
CALL TO ORDER
ROLL CALL
PUBLIC COMMENTS FOR CLOSED SESSION ITEMS
At this time, the general public may address the City Council/PFA on Closed Session Items. Please be aware that the maximum time allotted for members of the public to speak on Closed Session Items shall not exceed three (3) minutes per person. State Law prohibits the City Council/PFA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.
CLOSED SESSION 5:00 P.M.
The City Attorney shall provide a briefing on the item listed for Closed Session as follows:
1. THREAT TO PUBLIC SERVICES OR FACILITIES
Government Code Section 54957
Consultation with City Manager, Police Chief, City Attorney and other related City officials.
2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Government Code Section 54956.9(d)(4)
One Matter Related to Montebello Armory, 244 George Hensel Drive REGULAR SESSION NO LATER THAN 6:00 P.M.
CLOSED SESSION REPORT
INVOCATION
PLEDGE OF ALLEGIANCE
CORRECTIONS TO THE AGENDA CITY MANAGER
CEREMONIAL/PRESENTATIONS
3. RECOGNITION OF CITIZEN OF THE MONTH - GARY MENDIBLES
4. RECOGNITION OF 2022 HELEN PUTNAM AWARD FOR EXCELLENCE - LEAGUE OF CITIES
5. RECOGNITION OF SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS TINY HOMES
6. RECOGNITION OF MONTEBELLO COMMUNITY ASSISTANCE PROGRAM (MCAP) LANDLORDS FOR
ASSISTANCE
WITH MCAP CLIENTS
7. RECOGNITION OF NATIONAL HISPANIC HERITAGE MONTH
8. RECOGNITION OF NATIONAL PREPAREDNESS MONTH
9. 2022 FIREWORK RESPONSE PRESENTATION
September 14, 2022: City Council and Public Financing Authority Meeting
PUBLIC COMMENTS ON NON-AGENDA AND AGENDA ITEMS (30 MINUTES) At this time, the general public may address the City Council/PFA on both non-agenda and agenda items. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker.
State Law prohibits the City Council/PFA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.
STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST
PUBLIC HEARING
10. PUBLIC HEARING FOR ASSEMBLY BILL 481 ADOPTION OF MILITARY EQUIPMENT USE POLICY RECOMMENDATION: It is recommended that the City Council:
1) Conduct a Public Hearing regarding adoption of the City of Montebello's Military Equipment Use Policy in compliance with Assembly Bill 481 (“AB 481”); and
2) Take such additional, related, action that may be desirable.
11. ADOPT RESOLUTION NO. 22-78 APPROVING THE FISCAL YEAR 2021-22 CONSOLIDATED ANNUAL
PERFORMANCE AND EVALUATION REPORT (CAPER)
RECOMMENDATION: It is recommended that the City Council conduct a Public Hearing and consider the following:
1) Adopt a Resolution approving the Fiscal Year 2021-22 draft Consolidated Annual Performance and Evaluation Report (CAPER); and
2) Approve the use of $40,207 in unspent CDBG funds from 2015 towards the annual payment of the City's outstanding Section 108 loan amount; and
3) Take such additional, related action that may be desirable.
12. ADOPT RESOLUTION NO. 22-80 OF THE CITY COUNCIL AND RESOLUTION NO. 22-02 OF THE PUBLIC
FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND CERTIFICATES IN CONNECTION WITH THE ISSUANCE OF SERIES 2022A LEASE REVENUE BONDS,
APPROVING THE ISSUANCE OF SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL
STATEMENT IN CONNECTION WITH THE SALE OF SUCH BONDS, AND AUTHORIZING RELATED
ACTIONS
RECOMMENDATION: It is recommended that the City Council and Public Financing Authority:
1) Hold a Public Hearing with respect to the issuance of the Series 2022A Lease Revenue Bonds (“2022A Bonds”); and
2) City Council adopt a Resolution Authorizing the Execution and Delivery of a First Amendment to the Site and Facility Lease, a Third Amendment to Lease Agreement, a Continuing Disclosure Certificate, and a Bond Purchase Agreement in Connection with the Issuance by the Montebello Public Financing Authority of Lease Revenue Bonds, Approving the Issuance of Such Bonds in One or More Series in an Aggregate Principal Amount Not to Exceed $16,500,000, 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; and
3) Montebello Public Financing Authority adopt a Resolution Authorizing the Execution and Delivery of a First Amendment to the Site and Facility Lease, a Third Amendment to Lease Agreement, a Third Supplemental Indenture, a First Amendment to Assignment Agreement, and a Bond Purchase Agreement in Connection with the Issuance of the Montebello Public Financing Authority Lease Revenue Bonds, Approving the Issuance of
September 14, 2022: City Council and Public Financing Authority Meeting
Such Bonds in One or More Series in an Aggregate Principal Amount Not to Exceed $16,500,000, 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.
13. PUBLIC HEARING APPROVING AN ENERGY SERVICES CONTRACT WITH ALLIANCE BUILDING SOLUTIONS, INC.
NOTE: This Public Hearing will be continued to the City Council Meeting of September 28, 2022 or at a date thereafter as determined by the City Council.
CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine. Any items a Councilmember wishes to discuss should be designated at this time. All other items may be approved in a single motion. Such approval will also waive the reading of any ordinance.
14. APPROVAL OF MEMORANDUM OF UNDERSTANDING NO. 22-22 BETWEEN THE CITY OF MONTEBELLO
AND THE MONTEBELLO UNIFIED SCHOOL DISTRICT, APPROVING AN AGREEMENT TO SHARE
COMMUNICATION PLATFORMS
RECOMMENDATION: It is recommended that the City Council:
1) Approve a Memorandum of Understanding to share communication platforms with Montebello Unified School District (MUSD), and
2) Authorize the City Manager to execute the agreement.
15. ADOPT RESOLUTION NO. 22-76 - DECLARATION OF EXEMPT SURPLUS LAND OF CITY-OWNED PROPERTY LOCATED AT 5055 PASSONS BOULEVARD (LOS ANGELES COUNTY ASSESSOR'S PARCEL NO. 6377-007-270)
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Resolution No. 22-76 (Attachment A) to formally declare the property located at 5055 Passons Boulevard as exempt surplus land; and
2) Take such additional, related, action that may be desirable.
16. ADOPT RESOLUTION NO. 22-77 APPROVING SIGN LEASE AGREEMENT NO. 4026 FOR THE PROPOSED DIGITAL SIGN FOR THE PROPERTY LOCATED AT 315 N. GARFIELD AVENUE AND AUTHORIZING THE
CITY MANAGER TO EXECUTE THE SIGN LEASE AGREEMENT
RECOMMENDATION: It is recommended that the City Council:
1) Approve Sign Lease Agreement No. 4026 between The Archdiocese of Los Angeles Education and Welfare Corporation and Cantwell-Sacred Heart of Mary High School, and the City of Montebello for the property located at 315 N. Garfield Avenue; and
2) Authorize the City Manager to execute the Sign Lease Agreement for usage of a proposed digital sign at 315 N. Garfield Avenue; and
3) Take such additional, related, action that may be desirable.
17. SECOND READING AND ADOPTION OF ORDINANCE NO. 2452 UPDATING MONTEBELLO MUNICIPAL CODE CHAPTER 2.16 – DIRECTOR OF FINANCE
RECOMMENDATION: It is recommended that the City Council:
1) Waive Second Reading and adopt Ordinance No. 2452 Amending Montebello Municipal Code Chapter
2.16.020 – Director of Finance, Powers and Duties; and
September 14, 2022: City Council and Public Financing Authority Meeting
2) Take such additional, related action(s) that may be desirable.
18. PAYMENT OF BILLS: ADOPT RESOLUTION NO. 22-75 APPROVING THE CITY WARRANT REGISTER OF DEMAND DATED SEPTEMBER 14, 2022
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Resolution No. 22-75 approving the Warrant Register dated September 14, 2022.
19. APPROVAL OF CITY COUNCIL MINUTES – MAY 3, 2022, SPECIAL MEETING; JUNE 1, 2022, ADJOURNED MEETING, AND JUNE 8, 2022, REGULAR MEETING.
RECOMMENDATION: It is recommended that the City Council:
1) Approve said minutes as written.
AB 1234 TRAVEL REPORTS
Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).
COUNCIL ORALS
Council member announcements; requests for future agenda items; conference/meetings reports. • Angie M. Jimenez, Mayor Pro Tem
1) Ask for Council Consensus to direct staff to reach out to Southern California Edison to assist with the street lights in the southern part of Montebello.
2) Ask for Council Consensus to direct staff to look into working with the appropriate agencies for pedestrian safety for the intersection at Whittier Boulevard and 6th Street, in the downtown area. 3) Latino Heritage Month - ask for Council Consensus to direct staff to honor Montebello home grown, world class artist Yolanda Gonzales, and up and coming Francisco Palomares for their contributions to the Arts. • David N. Torres, Councilmember
1) Request for Council consensus for a presentation on Bicycle Master Plan implementation. 2) Request for Council consensus to update the water system map. 3) Concerns about public comments exceeding 3 minute allotment by using multiple email addresses; request to create measures to ensure fairness and prevent abuse. 4) Public safety concerns from businesses along the Whittier Blvd. corridor. 5) Follow-up on 45-day moratorium regarding warehouses and commercial trucking study. • Salvador Melendez, Councilmember
• Scarlet Peralta, Councilmember
1) Discussion and action regarding drought conditions, water regulations and improving communications among the five water companies in Montebello to increase information for our residents. 2) Discussion on traffic & safety
related concerns.
3) Request for information regarding Exit 6A Findlay Avenue and the removal of K Rails. • Kimberly A. Cobos-Cawthorne, Mayor
The City of Montebello will adjourn to the next Regular Meeting on September 28, 2022 at 5:00 p.m. which can be live streamed at www.cityofmontebello.com (Click on Live Stream). I, Alicia Fernandez, Senior Deputy City Clerk for the City of Montebello hereby certify that a copy of this agenda has been posted on or before Sunday, September 11, 2022 at 5:00 p.m.
ADJOURNMENT
Alicia Fernandez, Senior Deputy City Clerk
ITEM # 10
CITY OF MONTEBELLO
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Paul Espinosa, Police Chief
SUBJECT: PUBLIC HEARING FOR ASSEMBLY BILL 481 ADOPTION OF
MILITARY EQUIPMENT USE POLICY
DATE: September 14, 2022
RECOMMENDATION(S):
RECOMMENDATION: It is recommended that the City Council:
1) Conduct a Public Hearing regarding adoption of the City of Montebello's Military Equipment Use Policy in compliance with Assembly Bill 481 (“AB 481”); and 2) Take such additional, related, action that may be desirable.
FISCAL IMPACT:
There is no fiscal impact associated with recommended actions.
BACKGROUND:
On June 22, 2022, the Montebello Police Department (“MPD”) presented a Military Equipment Use Policy (“Policy”) (Attachment “A”) to the City Council and received approval of the Policy. Assembly Bill 481 requires a public hearing be held for the public to submit comments regarding the adoption of the Policy before City Council adopts an ordinance formally establishing the Policy. In accordance with the requirements of AB 481, the Policy was made available to the public on the City's website on May 27, 2022.
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
ENVIRONMENTAL IMPACT:
N/A
ANALYSIS:
N/A
DISCUSSION:
Assembly Bill 481, as codified in Government Code sections 7070 through 7075, requires a law enforcement agency (“LEA”) to obtain approval from the applicable governing body, via adoption of a Military Equipment Use Policy ("Policy”) by ordinance prior to the LEA funding, acquiring, or using military equipment.
“Military equipment” as defined under AB 481 includes, but is not limited to, unmanned aerial or ground vehicles, armored vehicles, command and control vehicles, pepper balls, less lethal shotguns, less lethal 40mm projectile launchers, long range acoustic devices, and flashbangs. Notwithstanding the definition stated above, “military equipment” does not include general equipment not designated as prohibited or controlled by the federal Defense Logistics Agency, per Government Code section 7070(c)(16).
The MPD does not currently have any military equipment that is prohibited or controlled by the Federal Defense Logistics Agency.
SUMMARY:
Staff recommends that the City Council conduct a Public Hearing to receive public comment regarding the adoption of the City's Military Equipment Use Policy in compliance with AB 481.
ATTACHMENT(S):
1. Attachment A - Military Equipment Use Policy
NEXT STEPS:
N/A
Copyright Lexipol, LLC 2022/03/20, All Rights Reserved.
Published with permission by Montebello Police Department Military Equipment - 1
Policy
707
Montebello Police Department
Montebello PD Policy Manual
Military Equipment
707.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidelines for the approval, acquisition, and reporting requirements of military equipment (Government Code § 7070; Government Code § 7071; Government Code § 7072) for the Montebello Police Department (“Department”). 707.1.1 DEFINITIONS
Definitions related to this policy include (Government Code § 7070):
Governing body – The elected or appointed body that oversees the Department. Military equipment – Includes but is not limited to the following:
• Unmanned, remotely piloted, powered aerial or ground vehicles. • Mine-resistant ambush-protected (MRAP) vehicles or armored personnel carriers. • High mobility multipurpose wheeled vehicles (HMMWV), two-and-one-half-ton trucks, five-ton trucks, or wheeled vehicles that have a breaching or entry apparatus attached. • Tracked armored vehicles that provide ballistic protection to their occupants. • Command and control vehicles that are either built or modified to facilitate the operational control and direction of public safety units. • Weaponized aircraft, vessels, or vehicles of any kind. • Battering rams, slugs, and brea ching apparatuses that are explosive in nature. Thi s does not include a handheld, one-person ram.
• Firearms and ammunition of .50 caliber or greater, excluding standard-issue shotguns and standard-issue shotgun ammunition.
• Specialized firearms and ammunition of less than .50 caliber, including firearms and accessories identified as assault weapons in Penal Code § 30510 and Penal Code § 30515, with the exception of standard-issue handguns.
• Any firearm or firearm accessory that is designed to launch explosive projectiles. • Noise-flash diversionary devices and explosive breaching tools. • Munitions containing tear gas or OC, excluding standard, service -issued handheld pepper spray.
• TASER® Shockwave, microwave weapons, water cannons, and long-range acoustic devices (LRADs).
• Kinetic energy weapons and munitions.
• Any other equipment as determined by a governing body or a state agency to require additional oversight.
Copyright Lexipol, LLC 2022/03/20, All Rights Reserved.
Published with permission by Montebello Police Department Military Equipment - 2
Montebello Police Department
Montebello PD Policy Manual
Military Equipment
707.2 POLICY
It is the policy of the Montebello Police Department that members of this Department comply with the provisions of Government Code § 7071 with respect to military equipment. 707.3 MILITARY EQUIPMENT COORDINATOR
The Chief of Police should designate a member of this Department to act as the military equipment coordinator. The responsibilities of the military equipment coordinator include but are not limited to:
(a) Acting as liaison to the governing body for matters related to the requirements of this policy.
(b) Identifying Department equipment that qualifies as military equipment in the current possession of the Department, or the equipment the Department intends to acquire that requires approval by the governing body.
(c) Conducting an inventory of all military equipment at least annually. (d) Collaborating with any allied agency that may use military equipment within the jurisdiction of Montebello Police Department (Government Code § 7071). (e) Preparing for, scheduling, and coordinating the annual community engagement meeting to include:
1. Publicizing the details of the meeting.
2. Preparing for public questions regarding the [department/office]’s funding, acquisition, and use of equipment.
(f) Preparing the annual military equipment report for submission to the Chief of Police and ensuring that the report is made available on the Department website (Government Code § 7072).
(g) Establishing the procedure for a person to register a complaint or concern, or how that person may submit a question about the use of a type of military equipment, and how the Department will respond in a timely manner.
707.4 MILITARY EQUIPMENT INVENTORY
The following constitutes a list of qualifying equipment for the Department:
• The Montebello Police Department does not currently have any "Military Equipment" that is prohibited or controlled by the Federal Defense Logistics Agency per CA Government Code 7070(c)(16).
707.5 APPROVAL
The Chief of Police or the authorized designee shall obtain approval from the governing body by way of an ordinance adopting the military equipment policy. As part of the approval process, the
Copyright Lexipol, LLC 2022/03/20, All Rights Reserved. Published with permission by Montebello Police Department Military Equipment - 3 Montebello Police Department Montebello PD Policy Manual Military Equipment Chief of Police or the authorized designee shall ensure the proposed military equipment policy is submitted to the governing body and is available on the Department website at least 30 days prior to any public hearing concerning the military equipment at issue (Government Code § 7071). The military equipment policy must be approved by the governing body prior to engaging in any of the following (Government Code § 7071): (a) Requesting military equipment made available pursuant to 10 USC § 2576a. (b) Seeking funds for military equipment, including but not limited to applying for a grant, soliciting or accepting private, local, state, or federal funds, in-kind donations, or other donations or transfers. (c) Acquiring military equipment either permanently or temporarily, including by borrowing or leasing. (d) Collaborating with another law enforcement agency in the deployment or other use of military equipment within the jurisdiction of this Department. (e) Using any new or existing military equipment for a purpose, in a manner, or by a person not previously approved by the governing body. (f) Soliciting or responding to a proposal for, or entering into an agreement with, any other person or entity to seek funds for, apply to receive, acquire, use, or collaborate in the use of military equipment. (g) Acquiring military equipment through any means not provided above. 707.6 COORDINATION WITH OTHER JURISDICTIONS Military equipment should not be used by any other law enforcement agency or member in this jurisdiction unless the military equipment is approved for use in accordance with this policy. 707.7 ANNUAL REPORT Upon approval of a military equipment policy, the Chief of Police or the authorized designee should submit a military equipment report to the governing body for each type of military equipment approved within one year of approval, and annually thereafter for as long as the military equipment is available for use (Government Code § 7072). The Chief of Police or the authorized designee should also make each annual military equipment report publicly available on the Department website for as long as the military equipment is available for use. The report shall include all information required by Government Code § 7072 for the preceding calendar year for each type of military equipment in Department inventory. 707.8 COMMUNITY ENGAGEMENT Within 30 days of submitting and publicly releasing the annual report, the Department shall hold at least one well-publicized and conveniently located community engagement meeting, at which the Department should discuss the report and respond to public questions regarding the funding, acquisition, or use of military equipment. Any member of the public can submit a question, comment or concern by contacting the Montebello Police Department.
ITEM # 11
CITY OF MONTEBELLO
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Joseph Palombi, Director of Planning & Community Development SUBJECT: ADOPT RESOLUTION NO. 22-78 APPROVING THE FISCAL YEAR 2021-22 CONSOLIDATED ANNUAL PERFORMANCE AND
EVALUATION REPORT (CAPER)
DATE: September 14, 2022
RECOMMENDATION(S):
RECOMMENDATION: It is recommended that the City Council conduct a Public Hearing and consider the following:
1) Adopt a Resolution approving the Fiscal Year 2021-22 draft Consolidated Annual Performance and Evaluation Report (CAPER); and
2) Approve the use of $40,207 in unspent CDBG funds from 2015 towards the annual payment of the City's outstanding Section 108 loan amount; and 3) Take such additional, related action that may be desirable.
FISCAL IMPACT:
The submission of the CAPER is a condition imposed by the United States Department of Housing and Urban Development ("HUD") that allows the City to continue to receive federal funds. There is no fiscal impact related to the recommended actions. The City Council is being asked to approve the use of unspent funds from 2015 program year towards the annual payment of the City's outstanding Section 108 loan amount.
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
BACKGROUND:
HUD provides funding annually to the City of Montebello (“City”) for Housing and Community Development Programs, specifically Community Development Block Grant (“CDBG”) and Home Investment Partnerships (“HOME”) Program funds. The City is required to submit the Fiscal Year 2021-22 CAPER to HUD to provide a summary of activities for the period beginning July 1, 2021 through June 30, 2022. The Fiscal Year 2021-22 CAPER (Attachment B) describes the use of funds to further meet the needs of low- and moderate-income persons and households that were described in the City's Five-Year 2020-25 Consolidated Plan and as further identified in the City's Fiscal Year 2021-22 Action Plan.
Consistent with previous years, the City has identified unspent CDBG funds from 2015 program year. Therefore, in order to use these funds prior to their expiration, staff seeks approval from the City Council to use these unspent funds totaling $48,207 toward the repayment of its outstanding Section 108 loan amount. The revised amounts will be reflected in the final CAPER that is submitted to HUD. It is important to note that this CAPER is due to HUD on or before September 28, 2022. A formal amendment of the City's Action Plan is not required to spend these funds on repayment of the Section 108 loan.
As required by HUD, the draft CAPER was publicly noticed and made available for public review and comment on the City’s website from August 30, 2022 to September 14, 2022 at the following link: https://www.cityofmontebello.com/. It is also available for public review at City Hall in the Planning and Community Development Department located at 1600 W. Beverly Boulevard, Montebello, California 90640.
ENVIRONMENTAL IMPACT:
Pursuant to the California Environmental Quality Act (CEQA), this project is exempt from CEQA under the common sense rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. (14 CCR section 15061). Because it can be seen with certainty that there is no possibility that the Fiscal Year 2021-22 CAPER (the “Project”) will have a significant effect on the environment, the Project is not subject to CEQA pursuant to State CEQA Guidelines Section 15061(b)(3).
ANALYSIS:
All activities funded by the City through the CDBG Program must meet one(1) of the following three (3) national objectives:
1. Benefit low- and moderate-income persons as defined by federal statutes;
2. Prevent or eliminate slums or blight; or
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
3. Address a community development urgent need posing a severe and immediate threat to the health or welfare of the community.
The federal statutes for the various grant programs covered by the CAPER include several basic goals. These goals relate to HUD’s major commitments and priorities, as established by the United States Congress, covering the following three (3) major areas:
1. Provide decent housing by assisting the homeless in obtaining appropriate housing; preserve the affordable housing stock; increase the availability of permanent housing that is affordable for low-income households without discrimination, and increase the supply of supportive housing for those with special needs;
2. Provide a suitable living environment by improving the safety and livability of neighborhoods; reduce the income groups within an area through decentralization of housing opportunities and revitalization of deteriorating neighborhoods; restore and preserve properties of special architectural, historical, or aesthetic value, and conserve energy resources; and
3. Expand economic opportunities by creating jobs accessible to low-income persons; provide access for low-income households to mortgage financing and credit for development activities that promote long-term community viability and empower low-income persons to achieve self-sufficiency to reduce poverty in federally assisted and public housing.
The Draft CAPER for Fiscal Year 2021-22 reports the accomplishments of the CDBG- funded programs. The following is intended to provide a summary of accomplishments from July 1, 2021 to June 30, 2022:
Provided $8,154 to the Montebello Community Assistance Program (MCAP) for emergency shelter services for a total of four (4) participants; 186 tenant/landlord issues were resolved via the Fair Housing Program administered by the Housing Rights Center;
407 persons were assisted via public services administered by the YMCA, Hearts of Compassion, MCAP, and Summer Youth Employment Program; Reconciled Program Income for CDBG and HOME totaling approximately $155,000 available for future CDBG programs.
DISCUSSION:
N/A
SUMMARY:
It is recommended that the City Council conduct a public hearing to allow members of
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
the public to provide comment on the Fiscal Year 2021-22 CAPER; and subsequently adopt the Resolution authorizing the City Manager, or designee, to submit to HUD the City’s Fiscal Year 2020-21 CAPER as well as approve the use of unspent CDBG funds from 2015 program year towards repayment of the City's outstanding Section 108 loan amount.
ATTACHMENT(S):
1. Attachment A - Resolution 22-78 - CAPER 2021-2022
2. Attachment B - Draft CAPER City of Montebello (2021-22)
3. Attachment C - Public Hearing Notice (2021-22 CAPER)
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ATTACHMENT A
RESOLUTION NO. 22-78
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO,
APPROVING AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SUBMIT TO HUD THE CITY’S FISCAL YEAR (FY) 2021-2022 CONSOLIDATED
ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER)
WHEREAS, the City of Montebello (“City”) has applied and received Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) funds from the Government of the United States under Title I of the Housing and Community Development Act of 1974; and
WHEREAS, the U.S. Department of Housing and Urban Development (HUD) is the federal agency that promulgates regulations and oversees the administration of the CDBG and HOME program; and
WHEREAS, HUD requires that the entitlement jurisdictions, including the City, complete an annual evaluation of their grants programs through a report known as the Consolidated Annual Performance and Evaluation Report (CAPER); and WHEREAS, consistent with previous years, City staff identified unspent CDBG funds from 2015 that can be used to repay a portion of the existing Section 108 loan; and WHEREAS, City staff published a notice announcing the availability of the CAPER in the Daily Journal on August 30, 2022, triggering a 15-day public comment period of the report; and
WHEREAS, On September 14, 2022, the City Council held a duly noticed public hearing to consider the program year 2021-2022 CAPER.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1: The City Council does hereby declare that the above recitals are true and correct and incorporated herein by reference.
SECTION 2: The City Council does hereby authorize the City Manager, or designee, to submit the City’s FY 2021-2022 CAPER to HUD.
SECTION 3: The City Council hereby allows staff to use unspent 2015 CDBG funds in the amount of $48,206.57 toward the repayment of the existing Section 108 loan.
SECTION 4: The City Council hereby allows staff to make minor technical and clerical modification, and/or necessary corrections to the CAPER as required by HUD.
SECTION 5: The City Clerk shall certify to the adoption of this Resolution which shall be effective upon its adoption.
RESOLUTION NO. 22-78
APPROVED, AND ADOPTED this 14th day of September 2022.
Kimberly Ann Cobos-Cawthorne, Mayor
ATTEST:APPROVED AS TO FORM:
________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-78 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 14 th day of September 2022 and that said Resolution was adopted by the following vote, to-wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.
DATE:
Christopher Jimenez, City Clerk
CAPER 1
OMB Control No: 2506-0117 (exp. 09/30/2021)
CITY OF MONTEBELLO
CONSOLIDATED ANNUAL
PERFORMANCE
AND
EVALUATION REPORT (CAPER)
DRAFT
July 1, 2021 – June 30, 2022
Planning and Community Development Department
1600 West Beverly Blvd.
Montebello, CA 90640
CAPER 2
OMB Control No: 2506-0117 (exp. 09/30/2021)
Table of Contents
CR-05 - Goals and Outcomes .................................................................................................................... 3 CR-10 - Racial and Ethnic composition of families assisted ...................................................................... 7 CR-15 - Resources and Investments 91.520(a) ......................................................................................... 8 CR-20 - Affordable Housing 91.520(b) .................................................................................................... 14 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) ................................ 17 CR-30 - Public Housing 91.220(h); 91.320(j) ........................................................................................... 19 CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) .................................................................................... 20 CR-40 - Monitoring 91.220 and 91.230 ................................................................................................... 24 CR-45 - CDBG 91.520(c)........................................................................................................................... 26 CR-50 - HOME 91.520(d) ......................................................................................................................... 27 CR-58 – Section 3 .................................................................................................................................... 29
CAPER 3
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-05 - Goals and Outcomes
Progress the jurisdiction has made in carrying out its strategic plan and its action plan.
91.520(a)
As part of the application and allocation process for Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) funds, the City must prepare and submit the Consolidated Annual Performance and Evaluation Report (CAPER). The CAPER presents a summary of resources made available during the program year, accomplishments based on priorities established by the Consolidated Plan and documented in the 2021-2022 Annual Action Plan, and an assessment of the City's annual performance toward meeting its five-year goals. This document represents the second year of reporting of the 2020-2025 Five-Year Consolidated Plan.
Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g)
The City's mission is to enhance the quality of life for its residents by maximizing the use of available resources to assure the availability of safe, decent, and affordable housing. This report reviews how the goals set by the City for public service programs were met. All CDBG funds except for Planning/Administration, were used for activities in benefit of low-and-moderate-income persons. As the City made strides in meeting its annual goals as outlined in its 2021-2022 Annual Action Plan, it also The City's mission is to enhance the quality of life for all its residents by maximizing the use of available resources to assure the availability of safe, decent, and affordable housing. This report reviews how the goals set by the City for public service programs were met. All CDBG funds except for Planning/Administration, were used for activities that benefited low-and-moderate-income persons.
The City did make progress in accomplishing their Annual goals in addition to making advancement in reaching their 5 year goals. The Fair Housing Program, for example, exceeded their goal by addressing 183 Montebello residents with tenant and landlord issues. The reaming CDBG funds are currently still in progress as they are for Capital Improvement Projects, which are part of the Annual and 5 year goals of the City. Once completed, these activities will be have benefited a large portion of the Low-moderate- income residents in the City.
The City’s HOME program Annual goals have not been fully met. The City had a goal of rehabilitating 2 homes during the reporting period. The rehab program had a late start, and due to the pandemic some projects were placed on hold. However, the City is actively working on the implementation of this program.
CAPER 4
OMB Control No: 2506-0117 (exp. 09/30/2021)
Goal Category Source /
Amount Indicator Unit of
Measure
Expected
–
Strategic
Plan
Actual
–
Strategic
Plan
Percent
Complete
Expected
–
Program
Year
Actual
–
Program
Year
Percent
Complete
Planning and
Administration
Program
Administration
CDBG:
$119,433
HOME:
$30,069
Other Other 1 1 100% 1 1 100%
Expand fair
housing choice
and access
Public services CDBG:
$20,000 Other Persons
Assisted 500 336 67% 100 183 183%
Expanding
economic
opportunities
Non-Housing
Community
Development
CDBG:
$471,596 Other Other 1 1 100% 1 1 100%
Provide vital
public services
Homeless
Non-Housing
Community
Development
CDBG:
$86,140
Homelessness
Prevention
Persons
Assisted 175 743 424% 633 407 64%
Increase
affordable
housing
opportunities
Affordable
Housing
HOME:
$372,254 Other Other 1 0 0.00% 1 0 0.00%
Maintain decent
and energy
efficient housing
stock
Affordable
Housing
Non-Homeless
Special Needs
HOME:
$100,000
Homeowner
Housing
Rehabilitated
Household
Housing
Unit
15 0 0.00% 2 0 0.00%
CAPER 5
OMB Control No: 2506-0117 (exp. 09/30/2021)
Create
sustainable
neighborhoods
Non-Housing
Community
Development
CDBG:
$0
Public service
activities other
than Low/
Moderate Income
Housing Benefit
Persons
Assisted 600 0
0.00% N/A N/A N/A
Create
sustainable
neighborhoods
Non-Housing
Community
Development
CDBG:
$0
Public service
activities for
Low/Moderate
Income Housing
Benefit
Households
Assisted 20 0
0.00% N/A N/A N/A
Increase earning
capacity for LMI
families
Non-Housing
Economic
Development
CDBG:
$0
Jobs
created/retained Jobs 48 0
0.00% N/A N/A N/A
Table 1 - Accomplishments – Program Year & Strategic Plan to Date
Assess how the jurisdiction’s use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified.
The City continued to address the needs of its community by offering housing and public service programs to its residents. As part of its 2020- 2025 Consolidated Plan, the City prioritized preserving the supply of affordable housing, equal access to housing opportunities, providing public services for low-income residents, the improvement of infrastructure and public facilities, commercial rehabilitation, and economic development. As part of their role, City Council consistently assesses high needs in the City and makes recommendations, with consideration to available resources and the objectives outlined in the Consolidated Plan.
The 2021-2022 Action Plan was reflective of the 2020-2025 Consolidated Plan, representing incremental steps toward accomplishing the Five- Year Consolidated Plan goals. Program Year 2021-2022 was the second year of the 2020-2025 Consolidated Plan. The CDBG and HOME funded Programs continued to meet the needs of the Montebello community of seniors, youth, homeless, and low- to moderate-income families, and other special needs populations. The City is moving towards meeting their high priority goals by working on the HOME rehabilitation projects
CAPER 6
OMB Control No: 2506-0117 (exp. 09/30/2021)
during the 2021/2022 Fiscal Year which meets their goal of maintaining decent housing stock. The City is also using CDBG funding to work towards rehabilitating their public facilities which is a high priority.
In addition to CDBG funds, the City also received supplemental CDBG Coronavirus (CDBG-CV) funding which was programmed into the 2020- 2021 Annual Action Plan. All CDBG funds except for planning/administration were used to benefit low- and moderate-income persons. All the City's CDBG funds were used exclusively for one or more of the three national objectives.
Montebello received a total of a total of $910,151 of supplemental CDBG-Coronavirus (CDBG-CV) funds to use to prepare, prevent, and respond to the Coronavirus pandemic (COVID-19). The City chose to amend their 2019-2020 Annual Action Plan to program their CDBG-CV funds. CDBG- CV activities are currently in progress and funds are expected to be fully expended by the Year 2023.
CAPER 7
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted).
91.520(a)
CDBG HOME
White 54 0
Black or African American 2 0
Asian 42 0
American Indian or American Native 2 0
Native Hawaiian or Other Pacific Islander 0 0
Other: Multi Racial 307 0
Total 407 0
Hispanic 184 0
Not Hispanic 223 0
Table 2 – Table of assistance to racial and ethnic populations by source of funds
Narrative
The above racial and ethnic breakdown is for the public service activities carried out during the 2021-2022 fiscal year. The breakdown includes:
1. Summer Youth Employment Program: provides subsidized employment and workforce development opportunities to youth. 12 youth were provided employment.
2. Montebello Community Assistance Program (MCAP): provided hotel vouchers to homeless and medically compromised individuals in the City; four (4) people received services
3. YMCA: provided food distribution services to 30 seniors
4. Heart of Compassion: provided food distribution services to 178 households to prevent food insecurity.
5. Housing Rights Center: provides fair housing services to residents to prevent discrimination, provide referrals, investigations, case management, and litigation, and resolve landlord tenant disputes; they served 183 people.
CAPER 8
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-15 - Resources and Investments 91.520(a)
Identify the resources made available
Source of Funds Source Resources Made
Available
Amount Expended
During Program Year
CDBG public - federal $697,169 $649,468.06
HOME public - federal $502,323 $0
Table 3 - Resources Made Available
Narrative
The City programmed $697,169 in CDBG funds during the 2021-2022 fiscal year. The largest expenditure under the CDBG Program is the City’s repayment of the Section 108 Economic Development Loan. A total of $649,468.06 of CDBG funds have been expended thus far.
The City received $502,323 in HOME funds during the 2021-2022 fiscal year. During this program year, the City has not yet expended any HOME funds. The City is in progress of rehabilitating two homes in the City.
The City also received $910,151 in CDBG-CV funding to help prepare, prevent, and respond to the COVID 19 pandemic. The City funded various public service activities in the City including the YMCA, Heart of Compassion, and the Mexican American Opportunity Foundation to provide residents with emergency food and groceries. In addition to these public services, the City established the Montebello Community Assistance Program (MCAP), which outreached to and engaged the City’s homeless population to support with emergency motel vouchers, PPE’s and hygiene kits. The MCAP program also provided rental, utility, and mortgage relief assistance.
Identify the geographic distribution and location of investments Target Area Planned Percentage of
Allocation
Actual Percentage of
Allocation
Narrative Description
Citywide 100 100 Other
Qualified Census Tracts Local Target area
Table 4 – Identify the geographic distribution and location of investments
Narrative
The City generally does not typically allocate funds on a geographic basis, choosing instead, when possible, to fund activities that will benefit all residents citywide. On an annual basis, the City prioritizes the use of its CDBG funding for citywide housing and community development activities such as housing, public services, fair housing, and public facilities. Activities identified under the public services category and targeted to special needs populations are offered on a citywide basis and/or where resources can
CAPER 9
OMB Control No: 2506-0117 (exp. 09/30/2021)
be coordinated with existing facilities or services. Public improvements and public facilities are qualified as benefitting low- and moderate-income persons.
When the City funds public facilities and improvements projects with CDBG funds, then priority areas are identified to when identifying activities/locations. Identified areas are based on 2010 Census data according to household income levels. To determine project eligibility, the HUD standard is that at least 51 percent of low-moderate income residents must occupy the area where public facility improvements are being performed. Keeping the national objectives of the CDBG and HOME programs in mind, project eligibility review is based upon the type of activity and the clientele served. A project is evaluated either on the 51 percent low-moderate income population for facilities and services located within the broader community.
CAPER 10
OMB Control No: 2506-0117 (exp. 09/30/2021)
Leveraging
Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan.
The following Federal and Non-Federal funding sources are typically used to leverage funds allocated to activities: General Funds; Gas Tax; Metropolitan Transit Authority Funds; and Measure R Funds. To address public infrastructure needs the City also uses general funds, gas tax, water funds, among resources.
In addition to these sources, public services subrecipients used private and other funds to leverage the City’s CDBG Program funds.
As a recipient of HOME funds, the City is required to make non-Federal financial contributions to projects that qualify as affordable housing under the HOME Program. Annually, the match contributions must total a minimum of 25% of the HOME funds expended from the City’s HOME entitlement amount. (less administration costs) unless the City has received a reduction in the match requirement.
The City’s poverty rate for FY 2021-2022 was 13.39% and the PCI was $23,055. As such, the City met the PCI criterion and qualifies for a 50% HOME Match reduction.
The City did not use any publicly owned land or property to address any needs identified in the FY 2021- 2022 Annual Action Plan.
Fiscal Year Summary – HOME Match
1. Excess match from prior Federal fiscal year 0
2. Match contributed during current Federal fiscal year 0 3 .Total match available for current Federal fiscal year (Line 1 plus Line 2) 0
4. Match liability for current Federal fiscal year 0
5. Excess match carried over to next Federal fiscal year (Line 3 minus Line 4) 0 Table 5 – Fiscal Year Summary - HOME Match Report
CAPER 11
OMB Control No: 2506-0117 (exp. 09/30/2021)
Match Contribution for the Federal Fiscal Year
Project
No. or
Other ID
Date of
Contribut
ion
Cash
(non-
Federal
sources)
Foregone
Taxes,
Fees,
Charges
Appraised
Land/Real
Property
Required
Infrastru
cture
Site
Preparation,
Construction
Materials,
Donated
labor
Bond
Finan
cing
Total
Match
0 0 0 0 0 0 0 0 0
Table 6 – Match Contribution for the Federal Fiscal Year
HOME MBE/WBE report
Program Income – Enter the program amounts for the reporting period Balance on hand
at beginning of
reporting period
$
Amount received
during reporting
period
$
Total amount
expended during
reporting period
$
Amount
expended for
TBRA
$
Balance on hand
at end of
reporting period
$
0 0 0 0 0
Table 7 – Program Income
CAPER 12
OMB Control No: 2506-0117 (exp. 09/30/2021)
Minority Business Enterprises and Women Business Enterprises – Indicate the number and dollar value of contracts for HOME projects completed during the reporting period Total Minority Business Enterprises White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Contracts
Number 0 0 0 0 0 0
Dollar
Amount 0 0 0 0 0 0
Sub-Contracts
Number 0 0 0 0 0 0
Dollar
Amount 0 0 0 0 0 0
Total Women
Business
Enterprises
Male
Contracts
Number 0 0 0
Dollar
Amount 0 0 0
Sub-Contracts
Number 0 0 0
Dollar
Amount 0 0 0
Table 8 - Minority Business and Women Business Enterprises
Minority Owners of Rental Property – Indicate the number of HOME assisted rental property owners and the total amount of HOME funds in these rental properties assisted Total Minority Property Owners White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Number 0 0 0 0 0 0
Dollar
Amount 0 0 0 0 0 0
Table 9 – Minority Owners of Rental Property
CAPER 13
OMB Control No: 2506-0117 (exp. 09/30/2021)
Relocation and Real Property Acquisition – Indicate the number of persons displaced, the cost of relocation payments, the number of parcels acquired, and the cost of acquisition Parcels Acquired 0 0
Businesses Displaced 0 0
Nonprofit Organizations
Displaced 0 0
Households Temporarily
Relocated, not Displaced 0 0
Households
Displaced
Total Minority Property Enterprises White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Number 0 0 0 0 0 0
Cost 0 0 0 0 0 0
Table 10 – Relocation and Real Property Acquisition
CAPER 14
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-20 - Affordable Housing 91.520(b)
Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate-income, and middle-income persons served.
One-Year Goal Actual
Number of Homeless households to be
provided affordable housing units 15 4
Number of Non-Homeless households to be
provided affordable housing units 2 0
Number of Special-Needs households to be
provided affordable housing units 18 12
Total 35 16
Table 11 – Number of Households
One-Year Goal Actual
Number of households supported through
Rental Assistance 0 0
Number of households supported through
The Production of New Units 0 0
Number of households supported through
Rehab of Existing Units 2 0
Number of households supported through
Acquisition of Existing Units 1 0
Total 3 0
Table 12 – Number of Households Supported
Discuss the difference between goals and outcomes and problems encountered in meeting these goals.
To meet its affordable housing goal the City carried out the following activities:
Section 8 Housing Choice Voucher (HCV) Program – The City of Montebello participates in the Los Angeles County Housing Authority administration of Housing Choice Voucher Program, which provides rental assistance to very low-income families, the disabled, and the elderly for them to access affordable decent, safe, and sanitary housing in the City of Montebello.
CAPER 15
OMB Control No: 2506-0117 (exp. 09/30/2021)
The City allocated HOME funds for a Home Rehabilitation Program. This Program is for income-qualified applicants, offering a deferred loan for improvements to their property and to bring their dwelling up to code.
During program year 2021-2022, the City’s Home Rehabilitation Program had a goal of completing two projects, however due to difficulties finding eligible projects and applicants the Program was unable to meet its goal. The Program did however find one eligible homeowner at the end of the fiscal and that project is expected to start and be completed in the upcoming 2021-2022 fiscal year.
The Housing Rights Center affirmatively furthers fair housing by providing outreach, mediating between tenant and landlords, and enforcement efforts to eliminate housing discrimination. During 2021 – 2022, 183 households were assisted with general housing and discrimination services.
Discuss how these outcomes will impact future annual action plans.
The City will continue to support programs and activities that help low- and moderate-income homeowners and renters. In addition, the City will continue to utilize HOME and CDBG funds to improve housing and supportive services. In program year 2021-2022, the City initiated and completed the following actions:
For-profit and nonprofit developers play a significant role in providing affordable housing in Montebello.
The City will work with developers and continue to provide financial incentives through HOME funds and the sale of City-owned parcels, as well as offer regulatory incentives, including but not limited to density bonuses and flexible development standards to private developers to increase the supply of affordable housing. To provide housing opportunities for extremely low-income households, the City will work with developers of single resident occupancy (SRO) housing, prioritize the use of Section 8 vouchers for this income group, utilize regulatory incentives, and encourage the development of second units to provide housing for extremely low-income individuals or households.
The City refers residents to the Los Angeles County Housing Authority as affordable housing needs are identified for additional support. City residents can also reach out to the City for rental assistance and to be connected to the Section 8 program.
CAPER 16
OMB Control No: 2506-0117 (exp. 09/30/2021)
Include the number of extremely low-income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity.
Number of Households Served CDBG Actual HOME Actual
Extremely Low-income 265 0
Low-income 70 0
Moderate-income 72 0
Total 407 0
Table 13 – Number of Households Served
Narrative Information
Through the City’s CDBG programs, 407 persons were assisted. The City is currently in progress with assisting one homeowner with rehabilitation of their home with HOME funds.
The Los Angeles County Development Authority (LACDA) provides rental assistance through its Section 8 Housing Choice Voucher Program to address the worst case needs for affordable housing. Under the voucher program, eligible households with annual incomes below 50 percent of the HUD Area Median Income are assisted to find decent, safe, and sanitary affordable housing. Participants are required to pay up to 30 percent of their adjusted gross monthly income for rent and the Housing Authority pays the balance of the monthly rent directly to the landlord.
LACDA also maintains a waiting list for the affordable housing developments constructed under the City’s Affordable Housing Program. These projects are affordable to extremely low, very low-, low- and moderate-income households. LACDA requires that preference be given to eligible households in the following order:
1. Households that have been displaced from their residences due to programs or projects implemented by the City;
2. Households that currently have a Section 8 Housing Choice Voucher;
3. Households that are listed on the Authority’s Section 8 and Affordable Rental;
4. Households who live and/or work in Montebello.
CAPER 17
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction’s progress in meeting its specific objectives for reducing and ending homelessness through:
Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs
The City of Montebello is part of the Los Angeles Continuum of Care (LACoC) which includes all areas of the county except for the cities of Long Beach, Glendale, and Pasadena, and includes an estimated 55,188 homeless people. The Continuum of Care Program recognizes that there is a variety of needs for people experiencing homelessness and that different strategies are needed to meet those needs.
Recognized components of the Continuum of Care include outreach, access center/drop-in center, safe haven, supportive services, overnight shelter (year-round shelter and winter shelter), emergency shelter, transitional housing, permanent housing and permanent supportive housing, and prevention.
Addressing the emergency shelter and transitional housing needs of homeless persons The City of Montebello recognizes that homelessness is a regional problem and it is committed to continue to address homelessness through its CDBG funds. For many years, the City has supported several homeless service providers in the community that provide homeless prevention services, supportive services, and emergency and transitional shelter.
The City actively works with Hearts of Compassion and the newly established called Montebello Community Assistance Program (MCAP) to provide a number of important services for homeless clients including emergency shelter services, food, counseling, and transportation vouchers.
Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs The City will continue to coordinate the operation of housing programs with county and local social service agencies, including the Los Angeles County Department of Public Social Services, the United Way of Greater Los Angeles, the Housing Rights Center, and other nonprofit and public service agencies. The City has also established a homeless outreach program called Montebello Community Assistance Program (MCAP) in FY 2020-2021 to help address homelessness in the community.
CAPER 18
OMB Control No: 2506-0117 (exp. 09/30/2021)
Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again
The City of Montebello established its own homeless program (MCAP) to meet the needs of the homeless population in the City. The MCAP program provided outreach services, motel vouchers, food, and showers for homeless person in the community. In addition, the City continues to coordinate with County agencies including the Los Angeles Homeless Services Agency, Los Angeles County Housing Authority, and the Los Angeles County Community Development Commission.
As part of its 2021-2022 CDBG activities, the City was able to fund Hearts of Compassion and the YMCA who provide food distribution services to seniors and low-income households. A Summer Youth Employment Program (SYEP) was also funded with CDBG funds; subsidized employment programs like these help with youth development but can also help households offset costs while the youth is earning their own income.
CAPER 19
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-30 - Public Housing 91.220(h); 91.320(j)
Actions taken to address the needs of public housing
The City supports the efforts of the Housing Authority in making available rental assistance to low- income households through the Section 8 program, but the City has no direct involvement in the ownership or management of public housing.
Actions taken to encourage public housing residents to become more involved in management and participate in homeownership
The City supports the efforts of the Housing Authority in making available rental assistance to low- income households through the Section 8 program, but the City has no direct involvement in the ownership or management of public housing.
Actions taken to provide assistance to troubled PHAs
The City of Montebello does not administer public housing programs. The Housing Authority is not a trouble PHA.
CAPER 20
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j)
Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) In FY 2019-2020, the City of Montebello updated its Housing Element to remove barriers to affordable housing. The City continues to:
Maintain dialogue with developers, residents, and nonprofit organizations involved in housing projects to assist Montebello in making the best planning, infrastructure, and development decisions.
Continue to work toward increasing public awareness and acceptance of the need for affordable housing throughout the city.
Research housing programs and determine feasibility with consideration of the current housing market and funding for programs.
The City of Montebello, through the LA County Housing Authority, offered the Section 8 Housing Choice Voucher (HCV) Program – The Los Angeles County Housing Authority administers the City of Montebello’s Housing Choice Voucher Program, which provides rental assistance to very low-income families, the disabled, and the elderly in order for them to access affordable decent, safe, and sanitary housing in the City of Montebello.
The City of Montebello has the following programs:
Housing Rehabilitation and Preservation Program (HRPP) – Provides forgivable loans to eligible Montebello homeowners to rehabilitate their homes. The City is currently in progress of working with one homeowner to complete eligibility qualification and start on the project. Acquisition & New Construction – The City is currently setting funds aside to develop affordable housing in the future.
Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) Like most cities, funding is a major obstacle in meeting all the needs of the community. Over the years, community partnerships with county, state, and federal agencies have been integral to filling the gaps of unmet community needs in the City. During the 2021-2022 program year, the City provided CDBG funds to address food insecurity for families and seniors, room vouchers and other services for those experiencing or at-risk of homelessness, and subsidized employment options for youth.
During the 2021-2022 fiscal year, the City continued the implementation of its in-house homeless
CAPER 21
OMB Control No: 2506-0117 (exp. 09/30/2021)
outreach program, known as MCAP. The City of Montebello maintains communication with all registered social service providers located in the city that provide services to the residents. The City of Montebello will continue to leverage and promote its existing relationships with service providers and foster new relationships ones to ensure that all the needs of the community are adequately fulfilled.
The City uses the Chamber of Commerce, local newspapers, the City website, and community events to promote all housing and community services and programs citywide.
Actions taken to reduce lead-based paint hazards. 91.220(k); 91.320(j) The City of Montebello provides educational resources related to lead-based paint hazards to the public through CDBG reports (Annual Action Plans, CAPERS, etc.), brochures, and public announcements. All CDBG- and HOME-funded housing programs and projects have incorporated lead-based paint hazard reduction efforts.
In FY 2021– 2022, actions to evaluate and reduce the number of housing units containing lead-based paint hazards continued to be in place. These efforts will ultimately increase the inventory of lead-safe housing available to extremely low-income, low-income, and moderate-income families.
Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j) The factors contributing to persons living at or below poverty level are numerous. The City cannot address all factors so it looks to partner with social and public service providers that can help families no longer live in poverty.
For example, the City maintains a listing of public services agencies and homeless resources, and links to social service agencies that can be shared residents. In addition, the City supports other government agencies, private developers, and nonprofit agencies that are involved in creating affordable housing and economic opportunities for low- and moderate-income residents. As noted, in this section the City also tries to be intentional in the activities and subrecipients it is funding with CDBG funds; looking to fund providers who can address the needs of the City’s residents and whose services can make significant impact in the community.
Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City of Montebello’s efforts to eliminate institutional gaps and enhance coordination of programs includes working closely with nonprofits and other governmental entities to determine the critical needs of households. The City continues its outreach efforts through public meetings and public hearings to solicit public and nonprofit agency comments on how the City of Montebello allocates its CDBG funds.
As part of its grant administration, the City has established a monitoring process to assess its subrecipients' performance in meeting both client needs and in having the capacity to comply with
CAPER 22
OMB Control No: 2506-0117 (exp. 09/30/2021)
regulatory requirements. The City regularly monitors its subrecipients works with them to ensure complete financial and performance documentation are maintained in the project files.
The City intends to continue to fund fair housing activities to promote, educate, and enforce fair housing in the community. The City will also continue to coordinate and make referrals for residents seeking affordable housing, local government services, and social service agencies to maximize the effectiveness of planned activities.
Through its federal entitlement and other resources, Montebello collaborates with various nonprofit agencies and public service groups in the delivery of programs. These agencies and groups include the following:
Housing Rights Center
YMCA
Heart of Compassion
Montebello Community Assistance Program
Mexican American Opportunity Foundation
Summer Youth Employment Program
Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j)
One of the ways the City coordinates between public/private housing and social service agencies is through its participation in the Los Angeles Continuum of Care (LA CoC) who, as noted earlier in this CAPER, provide various services to help those at-risk of and currently experiencing homelessness. The City also maintains an active contract with the East San Gabriel Valley Coalition for the Homeless who like the LA CoC provide services like access to shelters, motel vouchers, food security, and counseling.
The City’s selection of CDBG public service recipients is another way that it coordinates with housing and social service agencies. The City invites a variety of service providers in different sectors, like housing and social services so that residents may access their services; in this manner the City is able to connect its residents with services that they would have otherwise have had to navigate different systems to access.
Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) In 2020 the City of Montebello updated its Analysis of Impediments (AI) to Fair Housing Choice. The analysis in the AI demonstrates that residents in Montebello often experience housing discrimination based on disability and familial status. Also, potential discriminatory advertising occurs because some ads discourage disabled people from applying because of “No Pets” allowed rules. Disabled people, under the law, may request a reasonable accommodation because they need a service or companion animal.
CAPER 23
OMB Control No: 2506-0117 (exp. 09/30/2021)
Actions to remedy these impediments include the following:
1. The City will continue to retain the Housing Rights Center to process housing discrimination complaints.
2. The City’s website will post background information on fair housing and how to contact the Housing Rights Center.
3. Educational and outreach materials will be disseminated to residents, local real estate agents, and the on-site apartment managers of the larger apartment communities.
4. The City will amend its agreement with the Housing Rights Center to include a periodic review of newspaper and online advertising. When discriminatory advertising is found, the Housing Rights Center will then contact the on-site manager of the apartment community placing the ad.
5. The City will amend its agreement with the Housing Rights Center to include coordinating with local newspapers to include a statement that disabled people have a right to request a reasonable accommodation for a service or companion animal.
Currently, the City promotes fair housing through its contract with the Housing Rights Center. The Housing Rights Center was founded in 1968 as a nonprofit, non-partisan educational agency dedicated to promoting the enforcement of fair housing laws and encouraging an atmosphere of open housing through education, enforcement activities, counseling services, and outreach programs. The Housing Rights Center is funded as part of the City’s CDBG Administration activities. In program year 2021-2022 the City allocated $20,000 of it CDBG funds towards the Housing Rights Center.
During FY 2021-2022, the Housing Rights Center conducted fair housing workshops via Zoom, distributed outreach materials to publicize events, distributed educational materials, and completed surveys to determine the extent of unfair housing conditions in the city. These efforts were aimed at tenants, homeowners, and landlords. In the instances that complaints are received, the City refers individuals to the Housing Rights Center.
CAPER 24
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-40 - Monitoring 91.220 and 91.230
Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements
In 2021-2022, City staff and program consultants consistently revisit program policies and procedures and discuss ways to improve on monitoring and working with subrecipients to ensure compliance with applicable local and federal regulations. Currently at the beginning of each program year, City staff meet with all CDBG-funded project managers to discuss the reporting requirements and the monitoring expectations. Program providers are required, on a quarterly basis, to provide progress reports, which are reviewed for compliance.
During the course of the year, site monitoring reviews are usually held with program providers utilizing the following model.
A formal monitoring notification letter submitted to subrecipient agencies prior to monitoring.
An entrance interview being held with key representatives for clarification of the program’s purpose, scope, objectives, and goals.
The review ends with an exit conference to present preliminary results of the monitoring, provide an opportunity to discuss program compliance and reporting concerns, and provide an opportunity for the program provider to report on steps being taken to address areas of non-compliance or non-performance.
Documentation of the monitoring includes completed monitoring check sheets, supporting documentation, and a final results letter.
Formal notification of the results of the monitoring review are sent to the program provider, which creates a permanent written record and an outline of any concerns and/or findings, and set a deadline for written response and corrective actions. It is the monitor’s responsibility to provide the technical assistance needed to ensure that the programs are productive and in compliance with federal regulations.
Citizen Participation Plan 91.105(d); 91.115(d)
Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports.
The City of Montebello undertook all reporting and planning program requirements in compliance with CDBG and HOME program regulations and citizen participation requirements. Specifically, the City of Montebello:
City staff attended and participated in City Council meetings and other pertinent meetings.
City staff attended, when available, HUD workshops and trainings for staff development and capacity building
CAPER 25
OMB Control No: 2506-0117 (exp. 09/30/2021)
Public participation related to the year -end CAPER report has been encouraged in compliance with the citizen participation requirements of the City of Montebello Citizen Participation Plan. A notice was published on August 30, 2022, announcing the availabi lity of the CAPER for public review for a 15 -day comment period from August 30, 2033 to September 14, 2022. The report was made available for review at the City of Montebello lobby and the City website at, https://www.CityOfMontebello.com. Comments received will be incorporated into the final document.
CAPER 26
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-45 - CDBG 91.520(c)
Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences.
The City did not have any changes to the program objectives.
Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants?
No
[BEDI grantees] Describe accomplishments and program outcomes during the last year.
Not applicable
CAPER 27
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-50 - HOME 91.520(d)
Include the results of on-site inspections of affordable rental housing assisted under the program to determine compliance with housing codes and other applicable regulations Please list those projects that should have been inspected on-site this program year based upon the schedule in §92.504(d). Indicate which of these were inspected and a summary of issues that were detected during the inspection. For those that were not inspected, please indicate the reason and how you will remedy the situation.
The City has one eligible project which was recertified during the program year and was found to continue to be eligible.
Provide an assessment of the jurisdiction's affirmative marketing actions for HOME units.
92.351(b)
According to HOME Regulations, HOME funded rental housing projects consisting of five or more assisted units must include and adhere to affirmative marketing procedures and requirements.
Currently, the City monitors one rental property. As such the affirmative marketing procedures and requirements are not applicable. The following outlines the City's marketing plan should the City increase units to five or more. For each HOME project the City undertakes, the requirement is triggered and an affirmative marketing plan is developed. Each Affirmative Marketing Plan will include the following:
List of methods to inform the public, owners and potential tenants about fair housing laws and City’s marketing policy:
Description of the efforts that will be made to conduct affirmative market housing units assisted with HOME funds. Owners and leasing agents will place advertisements to market HOME assisted units through local sources, public agencies and social service organizations; Description of outreach efforts to people not likely to apply for housing without special outreach. These efforts will include the distribution of marketing materials to organizations that likely have contact with these populations;
Maintenance of records to document actions taken to affirmatively market HOME assisted units and to assess marketing effectiveness; and
Description of actions that will be taken if requirements are not met. During site visits, overall performance related to fair housing and non-discrimination is monitored to ensure fair housing compliance.
Refer to IDIS reports to describe the amount and use of program income for projects, including the number of projects and owner and tenant characteristics The City of Montebello received $166,750 in HOME Program Income during the reporting fiscal year.
Describe other actions taken to foster and maintain affordable housing. 91.220(k) (STATES ONLY: Including the coordination of LIHTC with the development of affordable housing).
91.320(j)
CAPER 28
OMB Control No: 2506-0117 (exp. 09/30/2021)
Not applicable
CAPER 29
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-58 – Section 3
Identify the number of individuals assisted and the types of assistance provided
Total Labor Hours CDBG HOME
Total Number of Activities 0 0
Total Labor Hours 0 0
Total Section 3 Worker Hours 0 0
Total Targeted Section 3 Worker Hours 0 0
Table 14 – Total Labor Hours
Qualitative Efforts - Number of Activities by Program CDBG HOME Outreach efforts to generate job applicants who are Public Housing Targeted Workers 0 0
Outreach efforts to generate job applicants who are Other Funding Targeted Workers. 0 0
Direct, on-the job training (including apprenticeships). 0 0 Indirect training such as arranging for, contracting for, or paying tuition for, off-site training. 0 0
Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching). 0 0
Outreach efforts to identify and secure bids from Section 3 business concerns. 0 0
Technical assistance to help Section 3 business concerns understand and bid on contracts. 0 0
Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns. 0 0
Provided or connected residents with assistance in seeking employment including: drafting resumes, preparing for interviews, finding job opportunities, connecting residents to job placement services.
0 0
Held one or more job fairs. 0 0
Provided or connected residents with supportive services that can provide direct services or referrals. 0 0
Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation. 0 0
Assisted residents with finding child care. 0 0
Assisted residents to apply for, or attend community college or a four year educational institution. 0 0
Assisted residents to apply for, or attend vocational/technical training. 0 0 Assisted residents to obtain financial literacy training and/or coaching. 0 0 Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns. 0 0
Provided or connected residents with training on computer use or online technologies. 0 0
Promoting the use of a business registry designed to create opportunities for disadvantaged and small businesses. 0 0 Outreach, engagement, or referrals with the state one-stop system, as designed in Section 121(e)(2) of the Workforce Innovation and Opportunity Act.
0 0
Other. 0 0
Table 15 – Qualitative Efforts - Number of Activities by Program
CAPER 30
OMB Control No: 2506-0117 (exp. 09/30/2021)
Narrative
The City did not have any eligible Section 3 activities for the fiscal year.
PR26 - CDBG Financial Summary Report
U.S. Department of Housing and Urban Development
Office of Community Planning and Development
Integrated Disbursement and Information System
DATE:
TIME:
PAGE: 1
20:39
08-30-22
Program Year 2021
MONTEBELLO , CA
Metrics
Grantee
Program Year
PART I: SUMMARY OF CDBG RESOURCES
01 UNEXPENDED CDBG FUNDS AT END OF PREVIOUS PROGRAM YEAR 02 ENTITLEMENT GRANT
03 SURPLUS URBAN RENEWAL
04 SECTION 108 GUARANTEED LOAN FUNDS
05 CURRENT YEAR PROGRAM INCOME
05a CURRENT YEAR SECTION 108 PROGRAM INCOME (FOR SI TYPE) 06 FUNDS RETURNED TO THE LINE-OF-CREDIT
06a FUNDS RETURNED TO THE LOCAL CDBG ACCOUNT
07 ADJUSTMENT TO COMPUTE TOTAL AVAILABLE
08 TOTAL AVAILABLE (SUM, LINES 01-07)
PART II: SUMMARY OF CDBG EXPENDITURES
09 DISBURSEMENTS OTHER THAN SECTION 108 REPAYMENTS AND PLANNING/ADMINISTRATION 10 ADJUSTMENT TO COMPUTE TOTAL AMOUNT SUBJECT TO LOW/MOD BENEFIT 11 AMOUNT SUBJECT TO LOW/MOD BENEFIT (LINE 09 + LINE 10) 12 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION
13 DISBURSED IN IDIS FOR SECTION 108 REPAYMENTS
14 ADJUSTMENT TO COMPUTE TOTAL EXPENDITURES
15 TOTAL EXPENDITURES (SUM, LINES 11-14)
16 UNEXPENDED BALANCE (LINE 08 - LINE 15)
PART III: LOWMOD BENEFIT THIS REPORTING PERIOD
17 EXPENDED FOR LOW/MOD HOUSING IN SPECIAL AREAS
18 EXPENDED FOR LOW/MOD MULTI-UNIT HOUSING
19 DISBURSED FOR OTHER LOW/MOD ACTIVITIES
20 ADJUSTMENT TO COMPUTE TOTAL LOW/MOD CREDIT
21 TOTAL LOW/MOD CREDIT (SUM, LINES 17-20)
22 PERCENT LOW/MOD CREDIT (LINE 21/LINE 11)
LOW/MOD BENEFIT FOR MULTI-YEAR CERTIFICATIONS
23 PROGRAM YEARS(PY) COVERED IN CERTIFICATION
24 CUMULATIVE NET EXPENDITURES SUBJECT TO LOW/MOD BENEFIT CALCULATION 25 CUMULATIVE EXPENDITURES BENEFITING LOW/MOD PERSONS
26 PERCENT BENEFIT TO LOW/MOD PERSONS (LINE 25/LINE 24) PART IV: PUBLIC SERVICE (PS) CAP CALCULATIONS
27 DISBURSED IN IDIS FOR PUBLIC SERVICES
28 PS UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 29 PS UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 30 ADJUSTMENT TO COMPUTE TOTAL PS OBLIGATIONS
31 TOTAL PS OBLIGATIONS (LINE 27 + LINE 28 - LINE 29 + LINE 30) 32 ENTITLEMENT GRANT
33 PRIOR YEAR PROGRAM INCOME
34 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PS CAP
35 TOTAL SUBJECT TO PS CAP (SUM, LINES 32-34)
36 PERCENT FUNDS OBLIGATED FOR PS ACTIVITIES (LINE 31/LINE 35) PART V: PLANNING AND ADMINISTRATION (PA) CAP
37 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION
38 PA UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 39 PA UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 40 ADJUSTMENT TO COMPUTE TOTAL PA OBLIGATIONS
41 TOTAL PA OBLIGATIONS (LINE 37 + LINE 38 - LINE 39 +LINE 40) 42 ENTITLEMENT GRANT
43 CURRENT YEAR PROGRAM INCOME
44 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PA CAP
45 TOTAL SUBJECT TO PA CAP (SUM, LINES 42-44)
46 PERCENT FUNDS OBLIGATED FOR PA ACTIVITIES (LINE 41/LINE 45)
MONTEBELLO , CA
2,021.00
0.00 687,276.00
0.00 0.00
132,130.95
0.00 0.00
0.00 0.00
819,406.95
288,665.04
0.00 288,665.04
181,910.05
933,815.66
0.00 1,404,390.75
(584,983.80)
0.00 0.00
288,665.04
0.00 288,665.04
100.00%
PY: PY: PY:
0.00 0.00
0.00%
66,667.75
0.00 0.00
0.00 66,667.75
687,276.00
493,785.06
0.00 1,181,061.06
5.64%
181,910.05
0.00 0.00
0.00 181,910.05
687,276.00
132,130.95
0.00 819,406.95
22.20%
PR26 - CDBG Financial Summary Report
U.S. Department of Housing and Urban Development
Office of Community Planning and Development
Integrated Disbursement and Information System
DATE:
TIME:
PAGE: 2
20:39
08-30-22
Program Year 2021
MONTEBELLO , CA
LINE 17 DETAIL: ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 17 Report returned no data.
LINE 18 DETAIL: ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 18 Report returned no data.
LINE 19 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 19 Plan
Year
IDIS
Project
IDIS
Activity
Voucher
Number Activity Name Matrix
Code
National
Objective Drawn Amount
2020
2020
2020
2020
2021
2021
2021
2021
2021
Total
4 4
3 3
6 6
3 3
4 484
484
485
485
492
492
489
489
490
6528665
6570482
6528665
6652160
6626030
6652160
6626030
6672276
6626030
STREET IMPROVEMENTS
STREET IMPROVEMENTS
PUBLIC FACILITIES IMPROVEMENT Fire Station
PUBLIC FACILITIES IMPROVEMENT Fire Station
SYEP
SYEP
Heart of Compassion
Heart of Compassion
YMCA Montebello/Commerce
03K
03K
03K
03O
03O
03O
05H
05H
05H
05W
05W
05W
05W
LMA
LMA
Matrix Code 03K
LMA
LMA
Matrix Code 03O
LMC
LMC
Matrix Code 05H
LMC
LMC
LMC
Matrix Code 05W
$66,379.50
$129,582.92
$195,962.42
$6,616.00
$19,418.87
$26,034.87
$21,447.57
$7,234.18
$28,681.75
$11,493.00
$11,493.00
$15,000.00
$37,986.00
$288,665.04
LINE 27 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 27 Plan
Year
IDIS
Project
IDIS
Activity
Voucher
Number
Activity to
prevent,
prepare for,
and respond
to
Coronavirus
Activity Name Grant Number Fund
Type
Matrix
Code
National
Objective
Drawn Amount
2021
2021
2021
2021
2021
Total
6 6
3 3
4 492
492
489
489
490
6626030
6652160
6626030
6672276
6626030
No
No
No
No
No
No
SYEP
SYEP
Heart of Compassion
Heart of Compassion
YMCA Montebello/Commerce
Activity to prevent, prepare for, and respond to Coronavirus B15MC060555
B21MC060555
B15MC060555
B21MC060555
B15MC060555
EN
PI
EN
PI
EN
05H
05H
05H
05W
05W
05W
05W
LMC
LMC
Matrix Code 05H
LMC
LMC
LMC
Matrix Code 05W
$21,447.57
$7,234.18
$28,681.75
$11,493.00
$11,493.00
$15,000.00
$37,986.00
$66,667.75
$66,667.75
LINE 37 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 37 Plan
Year
IDIS
Project
IDIS
Activity
Voucher
Number Activity Name Matrix
Code
National
Objective Drawn Amount
2020
2020
2021
2021
2020
2021
Total
6 6
7 7
1 1
479
479
493
493
472
487
6528665
6528666
6626030
6672276
6528665
6626030
PLANNING AND ADMINISTRATION (CDBG)
PLANNING AND ADMINISTRATION (CDBG)
Planning and Administration CDBG
Planning and Administration CDBG
Southern California Housing Rights Center (HRC)
Housing Rights Center
21A
21A
21A
21A
21A
21D
21D
21D
Matrix Code 21A
Matrix Code 21D
$30,587.38
$39,835.05
$66,670.74
$18,313.34
$155,406.51
$20,000.00
$6,503.54
$26,503.54
$181,910.05
CITY OF MONTEBELLO CITY COUNCIL
PUBLIC COMMENT AND PUBLIC HEARING NOTICE
NOTICE OF PUBLIC COMMENT PERIOD AND OF PUBLIC HEARING REGARDING
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
CITY OF MONTEBELLO CITY COUNCIL CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) FOR THE PERIOD JULY 1, 2021 TO JUNE 30, 2022
PROJECT DESCRIPTION: The City of Montebello is a recipient of Community Development Block Grant (CDBG) and HOME Investment Partnership program (HOME) funds. These funds are awarded to the City by the United States Department of Housing and Urban Development (HUD). For the City to receive these funds, the City is required to prepare a Five-Year Consolidated Plan as well as an Annual Action Plan outlining the planned use of CDBG and HOME funds. At the conclusion of the fiscal year, the City must prepare a year end performance report known as the CAPER. The 2021-2022 CAPER covers the period of July 1, 2021 through June 30, 2022, and provides a summary of activities undertaken within CDBG and HOME funds during the report period.
Public Review and Comment Period: The draft 2021-2022 Consolidated Annual Performance and Evaluation Report (CAPER) will be available for public review and comment for fifteen (15) days beginning on August 30, 2022 and ending on September 14, 2022. This document will be available for public review on the City of Montebello’s web site at https://www.cityofmontebello.com
.
During the comment period, comments and/or questions may be submitted to:
Planning and Community Development Department
Attn: Rosemary Perich, Housing Manager
1600 W. Beverly Boulevard, Montebello, CA 90640
Office telephone: (323) 887-1200 Ext. 454
Monday through Thursday, 7:30 A.M. to 5:30 P.M.
PUBLIC HEARING INFORMATION:
NOTICE IS HEREBY GIVEN that the City Council (“City Council’) of the City of Montebello (“City”) will conduct a public hearing to receive the draft 2021-2022 Consolidated Annual Performance and Evaluation Report (CAPER). The meeting / public hearing is scheduled to be held on:
Date: Wednesday, September 14, 2022
Time: 6:00 p.m. or as soon thereafter as the matter may be heard Place: City Hall Council Chambers, 1600 W. Beverly Blvd., Montebello, CA 90640
It is noticed that from August 30, 2022 to September 14, 2022 the draft 2021-2022 Consolidated Annual Performance and Evaluation Report (CAPER) may be reviewed at the following locations:
City of Montebello Website – Homepage
https://www.cityofmontebello.com
In- Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council meetings, you may address the City Council in person the day of the meeting. Speakers will be required to f ill out a speaker card provided at the door and turn it into the Deputy City Clerk prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 5:00 p.m., Regular Session will follow no later than 6:00 p.m.
Via Email : The public may also submit emailed comments via the City’s email address:
[email protected], up until the day of the meeting, Wednesday, September 14, 2022 by 3:00 p.m. These comments will be submitted to all members of the City Council and may not be read aloud but will be entered into the record of the proceedings to the extent they relate to matters listed on the posted agenda. Any requests to provide public comment which is submitted after the deadlines indicated above will not be submitted to the City Council.
Alicia Fernandez, Deputy City Clerk
Dated: August 23, 2022
Date posted: August 30, 2022
Date published: August 30, 2022
ITEM # 12
CITY OF MONTEBELLO
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Michael Solorza, Director of Finance
SUBJECT: ADOPT RESOLUTION NO. 22-80 OF THE CITY COUNCIL AND RESOLUTION NO. 22-02 OF THE PUBLIC FINANCING AUTHORITY
AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS
AND CERTIFICATES IN CONNECTION WITH THE ISSUANCE OF
SERIES 2022A LEASE REVENUE BONDS, APPROVING THE
ISSUANCE OF SUCH BONDS, AUTHORIZING THE DISTRIBUTION OF
AN OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF
SUCH BONDS, AND AUTHORIZING RELATED ACTIONS
DATE: September 14, 2022
RECOMMENDATION(S):
RECOMMENDATION: It is recommended that the City Council and Public Financing Authority:
1) Hold a Public Hearing with respect to the issuance of the Series 2022A Lease Revenue Bonds (“2022A Bonds”); and
2) City Council adopt a Resolution Authorizing the Execution and Delivery of a First Amendment to the Site and Facility Lease, a Third Amendment to Lease Agreement, a Continuing Disclosure Certificate, and a Bond Purchase Agreement in Connection with the Issuance by the Montebello Public Financing Authority of Lease Revenue Bonds, Approving the Issuance of Such Bonds in One or More Series in an Aggregate Principal Amount Not to Exceed $16,500,000, 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; and
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
3) Montebello Public Financing Authority adopt a Resolution Authorizing the Execution and Delivery of a First Amendment to the Site and Facility Lease, a Third Amendment to Lease Agreement, a Third Supplemental Indenture, a First Amendment to Assignment Agreement, and a Bond Purchase Agreement in Connection with the Issuance of the Montebello Public Financing Authority Lease Revenue Bonds, Approving the Issuance of Such Bonds in One or More Series in an Aggregate Principal Amount Not to Exceed $16,500,000, 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.
FISCAL IMPACT:
These bonds are being issued to provide funding for design, architectural, engineering, construction and other related costs for the Golf Course Improvement Project. The project will re-invent 72.5 acres of the City’s 118 acre public, 18-hole golf course. Once completed, the new public golf course will generate revenue from green fees, cart rental, merchandise sales, etc. The City anticipates that the Project will increase golf course operating revenues from those sources so that, together with revenues to be received by the City in connection with the Topgolf Project, General Fund transfers into the Golf Course Fund will be eliminated in future years, while providing sufficient funding to cover the annual debt service on the Series 2022A bonds.
A significant goal of re-imagining the entire 118-acre golf course is to address recommendations made in the 2018 State Auditor report. The City’s golf course is a drain on the General Fund, operating at a loss each year, requiring a subsidy to close the gap between expenses and revenue on an annual basis. The subsidies provided from the General Fund to the Golf Course Fund the last three years have been:
2020-21: $471,300
2019-20: $751,000
2018-19: $641,850
2017-18: $963,320
These subsidy amounts reduce the General Fund’s reserves, which reduces the resources available to help the City with unforeseen economic situations (i.e., a pandemic) or unplanned capital projects (i.e, Police Department water damage remediation). It is imperative that action be taken to improve the financial standing of the Golf Course, and this improvement project is designed to accomplish that goal.
While significant strides have been made since 2020 to reduce expenses and improve revenue at the Golf Course, it nonetheless continues to operate at a deficit. Transforming the Golf Course through this project will help end the General Fund subsidy, while modernizing the course through the infusion of more than $15 million in capital. Attached (Attachment K) is a rendering of the golf course redesign.
In accordance with California Government Code Section 5852.1, good faith estimates are provided with respect to the various costs associated with the 2022A Bonds
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
(Attachment A). Based on interest rates as of September 6, 2022 (and a True Interest Cost of 4.72%), issuing the Series 2022A Lease Revenue Bonds in the principal amount of $15.14 million for a 30-year term is estimated to generate approximately $15.52 million in Project proceeds (i.e., sources available for design, engineering, construction and related project costs). Average annual debt service is estimated to be approximately $1 million, and total debt service is estimated to be approximately $30.35 million, to be paid by the General Fund through the final maturity of November, 2052 (30 year bond term).
BACKGROUND:
The City is proceeding with renovating a portion of the existing Montebello Municipal Golf Course property. The Project consists of the replacement of the City’s existing 18-hole,
72.5 acre golf course with a new 9-hole championship golf course, including a putting green area and a new 6-hole/10-hole, par 3 short course with lights (Attachment K). The City also plans to construct a new clubhouse that will be financed from sources other than the proceeds of the 2022A Bonds.
The reimagined Golf Course will be a destination complex, offering a publicly accessible golf course, but in a re-packaged format. The 9-hole championship golf course will be challenging and can be played twice for a full 18-hole experience. It is designed as a par 35 course, with total yardage varying from 3,185 (black tees) to 2,805 (red tees). The 6- hole/10-hole, par 3 short course will have different tee and pin placements, allowing guests to play the course “forward” and “backward” to get a varying experience with each round. Re-invigorating the golf course with this modern design will improve playability and increase attendance, with the ultimate goal of creating a self-sustaining course no longer in need of General Fund subsidies.
Furthermore, this economic development project is anticipated to bolster the City’s appeal, particularly given its freeway accessible location near the two city-owned hotels (i.e., Hilton Garden Inn and Home2Suites) and event center (I.e., Quiet Cannon). The City anticipates that the Project will increase golf course operating revenues so that, together with revenues to be received by the City in connection with the Topgolf Project, General Fund transfers into the Golf Course Fund will be eliminated in future years. In addition, revenue from the Project and the Top Golf Project will be sufficient to cover annual debt service on the Series 2022A Lease Revenue Bonds.
The construction of the Golf Course Project will be phased as follows:
Phase 1 – Golf course rough site work construction (Civil Contractor) including rough grading, underground and utilities construction, pavement and concrete flatwork;
Phase 2 – Golf course construction (Golf Course Contractor) including finished grading, construction of golf course features (i.e. tee boxes, fairways, greens and sand traps), turf and landscaping; and
Phase 3 – Clubhouse construction.
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
The anticipated construction schedule for Phase 1 is as follows:
Advertise for Construction Bids August 25, 2022 Bid Opening September 22, 2022 Award of Contract September 28, 2022 Start Construction October 2022 Complete Construction September 2023 The anticipated construction schedule for Phase 2 is as follows:
Advertise Notice Requesting Contractor Prequalification Packages August 8, 2022
Prequalified Contactor Approval September 15, 2022 Request for Construction Bids September 19, 2022 Bid Opening October 10, 2022 Award of Contract October 26, 2022 Start Construction December 2022 Complete Construction December 2022
The above schedule anticipates the opening of the re-imagined golf course in September 2023.
Issuing these bonds, as is the case with all lease revenue bonds, requires assets sufficiently valued to act as collateral. The City has various city-owned assets, some of which are currently pledged for other bond issues. In order to put together an asset package for the 2022A Bonds, it is necessary to utilize assets currently encumbered by an earlier bond issue. This type of action is referred to as a “parity deal.”
In 2014, to facilitate prepaying and defeasing certain outstanding certificates of participation previously executed and delivered by the City, the Public Finance Authority issued its Lease Revenue Refunding Bonds, Series 2014A, Series 2014B and Series 2014C (Taxable) (together, the “2014 Bonds”). The 2014 Bonds are payable from lease payments made by the City under a 2014 Lease Agreement with respect to property on which the City Hall and Police Department of the City are located.
In order to finance the Golf Course Improvement Project, the Authority will issue 2022A Bonds (in an amount not to exceed $16.5 million) as Additional Bonds as defined in the 2014 Indenture. This action does not change or impact the debt service for the 2014ABC bonds. The 2014ABC bonds will mature and be fully paid off beginning in Fiscal Year 2024-25 through FY 2028-29. There are provisions in the various resolutions and bond documents (Attachments B through G) which allow for pledged assets to be released once part or all of the 2014ABC series is paid off.
Facilitating the issuance of the 2022A Bonds requires the City and the Authority to enter into a First Amendment to Site and Facility Lease (Attachment E) between the City and
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
the Authority and a Third Amendment to Lease Agreement (Attachment F), which will amend the 2014 Site and Facility Lease and the 2014 Lease Agreement to add the City’s Fire Station No. 56 (1166 S. Greenwood Avenue) as an additional Leased Property (asset) – in addition to City Hall and the Police Department Headquarters building (both located at 1600 W. Beverly Boulevard). Based on their insured values, the three assets – City Hall, Police Department and Fire Station No. 56 – provide enough security for the outstanding balance of the Series 2014ABC bonds as well as the new balance from the Series 2022A bonds.
ENVIRONMENTAL IMPACT:
N/A
ANALYSIS:
The attached City and Public Finance Authority Resolutions (Attachments B and C) accomplish the following:
1. Appoints and retains the financing team (Urban Futures, Inc., as Municipal Advisor, Stradling Yocca Carlson & Rauth as Bond Counsel, Quint & Thimmig LLP as Disclosure Counsel, and The Bank of New York Mellon Trust Company as Trustee);
2. Approves all actions needed to authorize the issuance and sale of the Series 2022A Bonds, including securing municipal bond insurance and establishing a reserve account insurance policy;
3. Approves execution and delivery of all documents needed to authorize the issuance and sale of the 2022A Bonds, including the form financing documents described below, together with any changes or additions deemed advisable and approved by the Mayor, the Mayor Pro Tem (in the Mayor’s absence), the City Manager, the Finance Director, or their authorized designees (“Authorized Officers”);
Third Supplemental Indenture (together with the 2014 Indenture) between the Authority and the Trustee which sets forth the material terms and provisions relating to the 2014 Bonds and the 2022A Bonds and provides for payment of the Base Rental Payments to the 2014 and 2022A Bond owners.
First Amendment to Site and Facility Lease (together with the 2014 Site and Facility Lease) between the City as lessor and the Authority as lessee, whereby the City leases the Leased Property to the Authority in consideration of the payment by the Authority to the City of an upfront rental payment.
Third Amendment to Lease Agreement (together with the 2014 Lease Agreement) between the Authority as lessor and the City as lessee, whereby the Authority subleases the Leased Property back to the City in consideration of the payment by the City of Base Rental Payments.
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
First Amendment to Assignment Agreement (together with the 2014 Assignment Agreement) between the Authority and the Trustee, whereby the Authority assigns certain of its rights, including its right to receive the Base Rental Payments, to the Trustee for the benefit of the 2014 and 2022A Bond owners.
Bond Purchase Agreement among the City, the Authority, and the underwriter, Cabrera Capital Markets, LLC, which provides the terms and provisions by which the 2022A Bonds will be sold with a negotiated method of sale. Such terms and provisions include a true interest cost of the 2022A Bonds which shall not exceed
5.50% and the underwriter’s discount which shall not exceed 0.80% of the aggregate initial principal amount of the 2022A Bonds.
Preliminary Official Statement to be distributed to prospective purchasers of the 2022A Bonds which must contain all facts material to the 2022A Bonds and the City (with certain permitted exceptions to be completed in the final Official Statement) and must not omit any material facts.
Continuing Disclosure Certificate (included in the Preliminary Official Statement) executed by the City, whereby the City agrees to provide certain annual reports to investors in order to allow the underwriter to comply with federal securities laws.
4. Finds and Determines that the action(s) taken by the Resolutions are categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15378(b) of the CEQA Guidelines;
5. Authorizes the inclusion of other assets in the Leased Property (Senior Center, Aquatic Center, Youth Center, and/or the Municipal Golf Course) if required. At this point, it is not anticipated that additional assets will be required;
6. Authorizes the issuance of the 2022A Bonds on a standalone basis and the release of the City Hall or the Police Department from the assets securing the 2014 Bonds and to be used as security for the 2022A Bonds. At this point, it is not anticipated that the 2022A Bonds will be issued on a standalone basis.
Public Hearing
In accordance with California Government Code Section 6586.5, the City must hold a public hearing to consider public testimony concerning the possible issuance of Series 2022A Bonds by the Public Financing Authority (the “Authority”) to finance the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course and related improvements, facilities and equipment (the “Project”). The Resolutions approve the issuance of the 2022A Bonds by the Authority and find that there are significant public benefits in connection with financing the Project with the proceeds of the 2022A Bonds.
This meeting has been convened as a joint meeting of the City Council and the Authority Board of Directors in order to allow the City Council, and the City Council Members acting in their capacity as the Authority Board, to hold the hearing as described above and
CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF SEPTEMBER 14, 2022
consider adoption of a Resolution of each body authorizing the issuance of the 2022A Bonds, approving the form of related financing documents, and taking related actions.
DISCUSSION:
N/A
SUMMARY:
Staff is recommending that the City Council adopt Resolution No. 22-XX (Attachment B) and the Authority adopt Resolution No. 22-XX (Attachment C) Authorizing the Execution and Delivery of Documents and Certificates in Connection with the Issuance of Series 2022A Lease Revenue Bonds, Approving the Issuance of Such Bonds, Authorizing the Distribution of an Official Statement in Connection with the Sale of Such Bonds, and Authorizing Related Actions.
ATTACHMENT(S):
1. ATTACHMENT A - Montebello 2022A LRB Good Faith Estimates
2. ATTACHMENT B - City Resolution No. 22-80 Montebello 2022 Lease Revenue Bonds
3. ATTACHMENT C - Authority Resolution No. 22-02 Montebello 2022 Lease Revenue Bonds
4. ATTACHMENT D - 3rd Supplemental Indenture City of Montebello 2022A LRBs
5. ATTACHMENT E - 1st Amendment to Site Lease
6. ATTACHMENT F - 3rd Amendment to Lease Agreement
7. ATTACHMENT G - 1st Amendment to Assignment Agreement
8. ATTACHMENT H - Montebello 2022 LRB - Bond Purchase Agreement
9. ATTACHMENT I - Montebello Preliminary Official Statement
10. ATTACHMENT J - Form of Continuing Disclosure Certificate
11. ATTACHMENT K - Golf Course Design Plans, Site Map, Sportfive
NEXT STEPS:
N/A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the 2022A Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Urban Futures, Inc., as municipal advisor to the City (the “Municipal Advisor”), each with respect to the 2022A Bonds, and are based on interest rates provided by Cabrera Capital Markets, LLC, as of September 6, 2022.
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 2022A Bonds to be sold is $15,140,000 (the “Estimated Principal Amount”).
True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022A Bonds is 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 2022A 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 2022A Bonds, is 4.72%.
Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022A Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the 2022A Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2022A Bonds), is $618,021.
Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022A Bonds is 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 City for sale of the 2022A Bonds, less the finance charge of the 2022A Bonds, as estimated above, and any reserve fund funded with proceeds of the 2022A Bonds, is $15,520,908.
Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2022A Bonds is 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 2022A Bonds, plus the finance charge for the 2022A Bonds, as described above, not paid with the proceeds of the 2022A Bonds, calculated to the final maturity of the 2022A Bonds, is $30,346,207.
The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2022A 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 2022A Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2022A Bonds sold being different from
the Estimated Principal Amount, (c) the actual amortization of the 2022A 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 2022A Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the 2022A Bonds and the actual principal amount of 2022A Bonds sold will be determined by the City based on the timing of the need for proceeds of the 2022A Bonds and other factors. The actual interest rates borne by the 2022A Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the 2022A Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.
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RESOLUTION NO. 22-80
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO
AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST
AMENDMENT TO SITE AND FACILITY LEASE, A THIRD AMENDMENT TO
LEASE AGREEMENT, A CONTINUING DISCLOSURE CERTIFICATE, AND
A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE
ISSUANCE BY THE MONTEBELLO PUBLIC FINANCING AUTHORITY OF
LEASE REVENUE BONDS, APPROVING THE ISSUANCE OF SUCH
BONDS IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $16,500,000, 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
RECITALS
WHEREAS, the City of Montebello, California (the “City”) is a general law city duly organized and existing under the laws of the State of California (the “State”); WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City, the Montebello Public Financing Authority (the “Authority”) issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to an Indenture, dated as of September 1, 2014 (the “Original Indenture”), its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to a First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and its Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to a Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”);
WHEREAS, in connection with the issuance of the 2014 Bonds, the City and the Authority entered into a Site and Facility Lease dated as of September 1, 2014 (the “2014 Site and Facility Lease”), and recorded in the official records of the County of Los Angeles (the “County”) on September 10, 2014 as Document No. 20140948072, pursuant to which the City leased to the Authority the City Hall and Police Department of the City, located at 1600 W. Beverly Boulevard in the City (the “Existing Leased Property”) described therein and a Lease Agreement between the Authority and the City dated as of September 1, 2014 (the “Original Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948073, as amended by the First Amendment to Lease Agreement, dated as of September 1, 2014 (the “First Amendment to Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948074, and the Second Amendment to Lease Agreement, dated as of September 1, 2014 (the “Second Amendment to Lease Agreement” and collectively with the Original Lease Agreement and the First Amendment to Lease Agreement, the “2014 Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No.
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20140948075, pursuant to which the City leased the Existing Leased Property back from the Authority;
WHEREAS, the City desires to finance the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course and related improvements, facilities and equipment (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 of the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) for the purpose of financing the Project; WHEREAS, the Authority and City desire to issue the Series 2022A Bonds as Additional Bonds (as defined in the Original Indenture); WHEREAS, in order to facilitate the issuance of the Series 2022A Bonds, the City and the Authority desire to enter into a First Amendment to Site and Facility Lease between the City and the Authority (the “First Amendment to Site and Facility Lease”) and a Third Amendment to Lease Agreement (the “Third Amendment to Lease Agreement”), which amend the 2014 Site and Facility Lease and the 2014 Lease Agreement, respectively, to add to the Existing Leased Property, additional City property consisting of the City’s Fire Station No. 56 located at 1166 S. Greenwood Avenue in the City (the “Additional Leased Property” and together with the Existing Leased Property, the “Leased Property”); WHEREAS, pursuant to the 2014 Lease Agreement, as amended by the Third Amendment to Lease Agreement, the City will lease the Leased Property from the Authority, and pay certain Base Rental Payments (as defined in the 2014 Lease Agreement), which are pledged to the owners of the 2014 Bonds and the Series 2022A Bonds by the Authority pursuant to the 2014 Indenture, as supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”) to be entered into by the Authority and the Trustee in connection with the issuance of the Series 2022A Bonds; WHEREAS, the Series 2022A 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, the City and the Authority desire to provide for the negotiated sale of the Series 2022A Bonds;
WHEREAS, the City and the Authority have selected Cabrera Capital Markets, LLC, as the underwriter (the “Underwriter”) of the Series 2022A Bonds, and in connection therewith, to purchase the Series 2022A Bonds from 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 2022A Bonds, the Underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Series 2022A Bonds to provide disclosure of certain financial information and certain enumerated events on an ongoing basis;
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WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”);
WHEREAS, a form of a Preliminary Official Statement with respect to the Series 2022A Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project will be 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 2022A Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 1600 W.
Beverly Boulevard, Montebello, California 90640 on September 14, 2022; WHEREAS, notice of such hearing was published once in the Montebello News, 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 of the City (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 of California 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, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:
SECTION 1. Findings. 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 to the subject matter hereof through the approval of the issuance of the Series 2022A Bonds and otherwise hereunder within the meaning of Section 6586(a)- (d), inclusive, of the Act, in that the issuance of the Series 2022A Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.
SECTION 2. First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement. The forms of the First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor of the City (or in her absence, the Mayor Pro Tem), the City Manager, the Finance Director of the City, or their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver
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the First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement in 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 First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement shall terminate no later than June 1, 2053 (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. Bond Purchase Agreement. 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 acceptance thereof set forth in the Bond Purchase Agreement, 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 in excess of 0.80% of the aggregate principal amount of the Series 2022A Bonds (not including any original issue discount or premium).
SECTION 4. Principal Amount. The issuance of not to exceed $16,500,000 aggregate principal amount of the Series 2022A Bonds, in one or more series, in the principal amount, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.
SECTION 5. Preliminary Official Statement. The form of a 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 hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2022A 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 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 prospective investors for the Series 2022A Bonds a reasonable number of copies of the Preliminary Official Statement.
SECTION 6. Official Statement. The preparation, execution and delivery of the Official Statement, and its use in connection with the offering and sale of the Series 2022A Bonds, is hereby authorized and approved. The Official Statement shall be in 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 7. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate, 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
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and deliver the Continuing Disclosure Certificate in 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.
SECTION 8. Professionals. The City Council hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel, Quint & Thimming LLP, as Disclosure Counsel, Urban Futures Inc., as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, each to provide such services to the City as may be required to issue the Series 2022A Bonds. The Authorized Officers 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 Series 2022A Bonds.
SECTION 9. Municipal Bond Insurance. Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on the Series 2022A Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Series 2022A Bonds. Bond Counsel is hereby directed to make all changes to the First Amendment to Site and Facility Lease, the Third Amendment to Lease Agreement, and Bond Purchase Agreement, and Disclosure Counsel is hereby directed to make all changes to the Preliminary Official Statement and the final Official Statement, as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.
SECTION 10. CEQA. Based on the entire record before it and a public hearing, the City Council finds and determines that the action(s) taken by this resolution are categorically exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15378(b) of the CEQA Guidelines. The action(s) constitute the replacement of a publicly owned commercial facility with a new facility of substantially the same size, purpose, and capacity; and in fact contemplate a reduction of the facility's size and capacity, in that the project to be financed is the demolition of an existing 18-hole golf course and the redesign, construction, and operating of a 9-hole golf course within a portion of the existing golf course site without any expansion possible or contemplated.
SECTION 11. Other Actions. The officers, employees, and agents of the City 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 Property, and taking any and all actions in order to clear any title exceptions to the Leased Property. Without limiting the generality of the foregoing, the Authorized Officers are hereby authorized to include the City’s Senior Center located at 115 S. Taylor Avenue, the George Hensel Aquatic Center located at 1300 Olympic Boulevard, the Kathy Hensel Youth Center located at 236 S. Taylor Avenue, and/or the City’s Golf Course located at 901 Via San Clemente in the City, as additional Leased Assets, without further authority from the City Council. As an alternative to issuance of the 2022A Bonds under the Third Supplemental Indenture and pursuant to the First Amendment to Site and Facility Lease, the Third Amendment to Lease Agreement, the Authorized Officers are further authorized to issue the Series 2022A Bonds on a standalone basis under an Indenture of Trust and pursuant to
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a separate Site Lease and Lease Agreement with respect to any combination of the City- owned assets described in this Resolution, as determined to be appropriate by the Executive Director in consultation with Bond Counsel. To that end, the Authorized Officers are directed to take all actions, sign all instruments, including without limitation amendments and supplements to the Site and Facility Lease, Lease Agreement, Indenture, Assignment Agreement, and other legal documents relating to the 2014 Bonds as may be necessary or appropriate to effectuate the removal of the City’s City Hall or Police Headquarters facility and related property from the assets securing the 2014 Bonds and to substitute the removed assets with other City-owned assets referred to in this Resolution, to enable such released assets to be used as security for the 2022A Bonds. 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.
SECTION 12. Good Faith Estimates. In accordance with Government Code Section 5852.1, there has been presented to this City Council in the Staff Report accompanying this Resolution certain good faith estimates provided to the City by its Municipal Advisor with respect to the Series 2022A Bonds. The City Council hereby finds that the requirements of Section 5852.1 have been satisfied.
SECTION 13. Effective Date. This resolution shall take effect immediately upon its passage.
APPROVED AND ADOPTED this 14th of September, 2022.
_______________________________
Kimberly A. Cobos-Cawthorne, Mayor
ATTEST:APPROVED AS TO FORM:
________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney
RESOLUTION NO. 22-80
4862-2802-9736v6/200907-0002
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-80 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 14th day of September 2022 and that said Resolution was adopted by the following vote, to wit:
AYES:
NOTES:
ABSTAIN:
ABSENT:
The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.
DATE: ___________________ ____________________________
Christopher Jimenez, City Clerk
4882-7753-7064v5/200907-0002
RESOLUTION NO. 22-02
RESOLUTION OF THE MONTEBELLO PUBLIC FINANCING AUTHORITY
AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST
AMENDMENT TO SITE AND FACILITY LEASE, A THIRD AMENDMENT TO
LEASE AGREEMENT, A THIRD SUPPLEMENTAL INDENTURE, A FIRST
AMENDMENT TO ASSIGNMENT AGREEMENT, AND A BOND PURCHASE
AGREEMENT IN CONNECTION WITH THE ISSUANCE OF THE
MONTEBELLO PUBLIC FINANCING AUTHORITY LEASE REVENUE
BONDS, APPROVING THE ISSUANCE OF SUCH BONDS IN ONE OR
MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $16,500,000, 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
RECITALS
WHEREAS, the City of Montebello, California (the “City”) is a general law city duly organized and existing under the laws of the State of California (the “State”); WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City, the Montebello Public Financing Authority (the “Authority”) issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to an Indenture, dated as of September 1, 2014 (the “Original Indenture”), its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to a First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and its Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to a Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”);
WHEREAS, in connection with the issuance of the 2014 Bonds, the City and the Authority entered into a Site and Facility Lease dated as of September 1, 2014 (the “2014 Site and Facility Lease”), and recorded in the official records of the County of Los Angeles (the “County”) on September 10, 2014 as Document No. 20140948072, pursuant to which the City leased to the Authority the City Hall and Police Department of the City, located at 1600 W. Beverly Boulevard in the City (the “Existing Leased Property”) described therein and a Lease Agreement between the Authority and the City dated as of September 1, 2014 (the “Original Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948073, as amended by the First Amendment to Lease Agreement, dated as of September 1, 2014 (the “First Amendment to Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948074, and the Second Amendment to Lease Agreement, dated as of September 1, 2014 (the “Second Amendment to Lease Agreement” and collectively with the Original Lease Agreement and the First Amendment to Lease Agreement, the “2014 Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No.
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20140948075, pursuant to which the City leased the Existing Leased Property back from the Authority;
WHEREAS, the City desires to finance the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course and related improvements, facilities and equipment (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 of the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) for the purpose of financing the Project; WHEREAS, the Authority and City desire to issue the Series 2022A Bonds as Additional Bonds (as defined in the Original Indenture); WHEREAS, in order to facilitate the issuance of the Series 2022A Bonds, the City and the Authority desire to enter into a First Amendment to Site and Facility Lease between the City and the Authority (the “First Amendment to Site and Facility Lease”) and a Third Amendment to Lease Agreement (the “Third Amendment to Lease Agreement”), which amend the 2014 Site and Facility Lease and the 2014 Lease Agreement, respectively, to add to the Existing Leased Property additional City property consisting of the City’s Fire Station No. 56 located at 1166 S. Greenwood Avenue in the City (the “Additional Leased Property” and together with the Existing Leased Property, the “Leased Property”); WHEREAS, pursuant to the 2014 Lease Agreement, as amended by the Third Amendment to Lease Agreement, the City will lease the Leased Property from the Authority, and pay certain Base Rental Payments (as defined in the 2014 Lease Agreement), which are pledged to the owners of the 2014 Bonds and the Series 2022A Bonds by the Authority pursuant to the 2014 Indenture, as supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture”) to be entered into by the Authority and the Trustee in connection with the issuance of the Series 2022A Bonds; WHEREAS, in connection with the issuance of the 2014 Bonds, the Authority and the Trustee entered into an Assignment Agreement (the “2014 Assignment Agreement”) pursuant to which, among other things, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee and in order to facilitate the issuance of the Series 2022A Bonds, the Authority and the Trustee desire to enter into a First Amendment to Assignment Agreement to add the Additional Leased Property to the description of the leased property therein;
WHEREAS, the Series 2022A 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, the City and the Authority desire to provide for the negotiated sale of the Series 2022A Bonds;
WHEREAS, the City and the Authority have selected Cabrera Capital Markets, LLC, as the underwriter (the “Underwriter”) of the Series 2022A Bonds, and in connection therewith, to purchase the Series 2022A Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”);
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WHEREAS, a form of a Preliminary Official Statement with respect to the Series 2022A Bonds (the “Preliminary Official Statement”) has been prepared; WHEREAS, the City is a member of the Authority and the Project will be 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 2022A Bonds in accordance with Section 6586.5 of the Act, which hearing was held at 1600 W.
Beverly Boulevard, Montebello, California 90640 on September 14, 2022; WHEREAS, notice of such hearing was published once in the Montebello News, 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 of California 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 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, THE MONTEBELLO PUBLIC FINANCING AUTHORITY HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:
SECTION 1. Findings. 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 Project by the issuance of the Series 2022A Bonds will result in significant public benefits of the types described in Section 6586 (a) through (d), inclusive, of the Act, in that the issuance of the Series 2022A Bonds and related transactions will result in more efficient delivery of local agency services to residential and commercial development.
SECTION 2. First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement. The forms of the First Amendment to Site and Facility Lease and Third Amendment to Lease Agreement, on file with the Secretary of the Authority, are hereby approved, and the Chair, the Executive Director, and the Treasurer 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 First Amendment to Site and Facility Lease and the Third Amendment to Lease Agreement, 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 Third Amendment to Lease Agreement and the First Amendment to Site and Facility Lease shall terminate no later than June 1, 2053 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components
RESOLUTION NO. 22-02
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of the Base Rental Payments shall not exceed 5.50%.
SECTION 3. Third Supplemental Indenture. The form of the Third Supplemental 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 Third Supplemental 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 amount of the Series 2022A Bonds shall not exceed $16,500,000, the final maturity date of the Series 2022A Bonds shall be no later than June 1, 2053, and the true interest cost applicable to the Series 2022A Bonds shall not exceed 5.50%; provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Series 2022A Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.
SECTION 4. Principal Amount. The issuance of not to exceed $16,500,000 aggregate principal amount of the Series 2022A Bonds, in one or more series, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.
SECTION 5. First Amendment to Assignment Agreement. The form of the First Amendment to 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 First Amendment to 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.
SECTION 6. Bond Purchase Agreement. 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 in excess of 0.80% of the aggregate principal amount of the Series 2022A Bonds (not including any original issue discount or premium).
SECTION 7. Preliminary Official Statement. The form of the 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 2022A 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 prospective investors for the Series 2022A Bonds a reasonable number of copies of the Preliminary Official Statement.
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SECTION 8. Official Statement. The preparation, execution and delivery of the Official Statement, and its use in connection with the offering and sale of the Series 2022A Bonds, is hereby authorized and approved. The Official Statement shall be in 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.
SECTION 9. Professionals. The Board of Directors hereby approves and appoints Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel, Quint & Thimmig LLP as Disclosure Counsel, Urban Futures Inc., as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, each to provide such services to the Authority as may be required to issue the Series 2022A Bonds. The Authorized Officers 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 Series 2022A Bonds.
SECTION 10. Municipal Bond Insurance. Each of the Authorized Officers is authorized to select a municipal bond insurer to insure payments of the principal of and interest on the Series 2022A Bonds and to provide a reserve account insurance policy, so long as such Authorized Officer determines that obtaining the municipal bond insurance policy and/or reserve account insurance policy provided thereby will result in a lower interest rate or yield to maturity with respect to the Series 2022A Bonds. Bond Counsel is hereby directed to make all changes to the Third Supplemental Indenture, the First Amendment to Site and Facility Lease, the Third Amendment to Lease Agreement, the First Amendment to Assignment Agreement, and Bond Purchase Agreement, and Disclosure Counsel is hereby directed to make all changes to the Preliminary Official Statement and the final Official Statement, as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.
SECTION 11. CEQA. Based on the entire record before it and a public hearing, the Board of Directors finds and determines that the action(s) taken by this resolution are categorically exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15378(b) of the CEQA Guidelines. The action(s) constitute the replacement of a publicly owned commercial facility with a new facility of substantially the same size, purpose, and capacity; and in fact contemplate a reduction of the facility's size and capacity, in that the project to be financed is the demolition of an existing 18-hole golf course and the redesign, construction, and operating of a 9-hole golf course within a portion of the existing golf course site without any expansion possible or contemplated.
SECTION 12. Other Actions. The officers, employees, and agents of the Authority 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 Property, and taking any and all actions in order to clear any title exceptions to the Leased Property. Without limiting the generality of the foregoing, the Authorized Officers are hereby authorized to include the City’s Senior Center located at 115 S. Taylor Avenue, the George Hensel Aquatic Center located at 1300 Olympic Boulevard,
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4882-7753-7064v5/200907-0002
the Kathy Hensel Youth Center located at 236 S. Taylor Avenue, and/or the City’s Golf Course located at 901 Via San Clemente in the City, as additional Leased Assets, without further authority from the Authority Board. As an alternative to issuance of the 2022A Bonds under the Third Supplemental Indenture and pursuant to the First Amendment to Site and Facility Lease, the Third Amendment to Lease Agreement, the Authorized Officers are further authorized to issue the Series 2022A Bonds on a standalone basis under an Indenture of Trust and pursuant to a separate Site Lease and Lease Agreement with respect to any combination of the City-owned assets described in this Resolution, as determined to be appropriate by the Executive Director in consultation with Bond Counsel. To that end, the Authorized Officers are directed to take all actions, sign all instruments, including without limitation amendments and supplements to the Site and Facility Lease, Lease Agreement, Indenture, Assignment Agreement, and other legal documents relating to the 2014 Bonds as may be necessary or appropriate to effectuate the removal of the City’s City Hall or Police Headquarters facility and related property from the assets securing the 2014 Bonds and to substitute the removed assets with other City-owned assets referred to in this Resolution, to enable such released assets to be used as security for the 2022A Bonds. 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.
SECTION 13. Good Faith Estimates. In accordance with Government Code Section 5852.1, there has been presented to this Board of Directors in the Staff Report accompanying this Resolution certain good faith estimates provided to the Authority by its Municipal Advisor with respect to the Series 2022A Bonds. The Board of Directors hereby finds that the requirements of Section 5852.1 have been satisfied.
SECTION 14. Effective Date. This resolution shall take effect immediately upon its passage.
APPROVED AND ADOPTED this 14th day of September 2022.
_______________________________
Kimberly A. Cobos-Cawthorne, Mayor
ATTEST:APPROVED AS TO FORM:
________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
RESOLUTION NO. 22-02
4882-7753-7064v5/200907-0002
CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-02 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 14th day of September 2022 and that said Resolution was adopted by the following vote, to-wit:
AYES:
NOES:
ABSTAIN:
ABSENT:
The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.
DATE:
Christopher Jimenez, City Clerk
Stradling Yocca Carlson & Rauth
Draft of 9/1/22
4871-3370-5516v4/200907-0002
THIRD SUPPLEMENTAL INDENTURE
Dated as of _________ 1, 2022
Supplementing the
INDENTURE
Dated as of September 1, 2014
by and between
MONTEBELLO PUBLIC FINANCING AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$____________
MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS
SERIES 2022A
i
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ........................................................................................................... 2 Section 1.01 Definitions .................................................................................................................. 2 Section 1.02 Rules of Construction................................................................................................. 3 Section 1.03 Authorization and Purpose of Bonds.......................................................................... 3 Section 1.04 Equal Security ............................................................................................................ 4 ARTICLE II THE SERIES 2022A BONDS ................................................................................... 4 Section 2.01 Authorization and Issuance of Series 2022A Bonds .................................................. 4 Section 2.02 Terms of the Series 2022A Bonds.............................................................................. 5 Section 2.03 Redemption of Series 2022A Bonds .......................................................................... 6 Section 2.04 Form of Series 2022A Bonds ..................................................................................... 7 Section 2.05 Execution of Series 2022A Bonds.............................................................................. 7 Section 2.06 Applicability of Original Indenture Provisions to 2022A Bonds............................... 8 ARTICLE III APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS ....................... 8 Section 3.01 Application of Proceeds of Sale of Series 2022A Bonds........................................... 8 Section 3.02 Costs of Issuance Fund............................................................................................... 8 Section 3.03 Establishment and Application of Series 2022A Project Fund .................................. 8 ARTICLE IV REVENUES FLOW OF FUNDS............................................................................... 9 Section 4.01 Series 2022A Interest Account................................................................................... 9 Section 4.02 Series 2022A Principal Account ................................................................................ 9 Section 4.03 Series 2022A Reserve Account.................................................................................. 9 Section 4.04 Series 2022A Rebate Fund ......................................................................................... 9 ARTICLE V COVENANTS OF THE AUTHORITY................................................................... 11 Section 5.01 Tax Covenants Relating to Series 2022A Bonds ..................................................... 11 ARTICLE VI MISCELLANEOUS................................................................................................. 12 Section 6.01 Survival of 2014 Indenture....................................................................................... 12 Section 6.02 Validity of Bonds ..................................................................................................... 12 Section 6.03 Partial Invalidity ....................................................................................................... 12 Section 6.04 Insurance Policy Requirements ................................................................................ 12 Section 6.05 Reserve Policy Requirements................................................................................... 12 Section 6.06 Waiver of Personal Liability .................................................................................... 13 Section 6.07 Successor Deemed Included in all References to Predecessor................................. 13 Section 6.08 Execution in Counterparts ........................................................................................ 13 Section 6.09 Governing Law......................................................................................................... 13 Signature Page .................................................................................................................................S-1 EXHIBIT A FORM OF SERIES 2022A BOND........................................................................A-1 EXHIBIT B DESCRIPTION OF PROJECT ..............................................................................B-1 EXHIBIT C REQUISITION FROM PROJECT FUND.............................................................C-1
4871-3370-5516v4/200907-0002
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of ________ 1, 2022 (the “Third Supplemental Indenture”), is entered into by and between the MONTEBELLO PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”), and supplements and amends the INDENTURE, dated as of September 1, 2014 (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and by the Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and the Trustee.
WITNESSETH:
WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City of Montebello (the “City”), the Authority issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to the Original Indenture, its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to the First Supplemental Indenture and its Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to the Second Supplemental Indenture; and 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 costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course and related improvements, facilities and equipment described in Exhibit B hereto (the “Project”) through the issuance by the Authority of the Series 2022A Bonds (as defined herein) as Additional Bonds (as defined in the Original Indenture) under the 2014 Indenture, which are payable from the Base Rental Payments (as defined in the Original Indenture) to be made by the City under the Lease Agreement (as defined herein); and
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 September 1, 2014, as amended by the First Amendment to Assignment Agreement, dated of even date herewith and executed and delivered by the Authority and Trustee in connection with the issuance of the 2014 Bonds and the Series 2022A Bonds; and WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Series 2022A Bonds, in the aggregate principal amount of $___________, in order to finance the Project; and
WHEREAS, the 2014 Bonds and the Series 2022A Bonds will be payable equally and ratably from the Base Rental Payments; and
WHEREAS, in order to provide for the authentication and delivery of the Series 2022A Bonds, to establish and declare the terms and conditions upon which the Series 2022A Bonds are to
2 4871-3370-5516v4/200907-0002
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 Third Supplemental Indenture; and
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
Section 1.01 Definitions. Except as otherwise provided in this Section 1.01, all terms used herein which are defined in the 2014 Indenture shall have the meanings assigned to them therein. All other capitalized terms used herein without definition shall have the meaning given to such terms in the Lease Agreement.
“Bonds” means the Series 2014A Bonds, Series 2014B Bonds, Series 2014C Bonds, Series 2022A Bonds and any Additional Bonds issued under the Indenture. “Closing Date” means, with respect to the Series 2022A Bonds, _________, 2022. “Indenture” means the Indenture, as originally executed, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, this Third Supplemental Indenture, and as it may be further amended or supplemented from time to time by any Supplemental Indenture. “Insurance Policy” means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the [Insured Series 2022A] Bonds when due. [“Insured Series 2022A Bonds” means the Series 2022A Bonds maturing on and after August 1, 20__.]
“Insurer” means [Assured Guaranty Municipal Corp.], or any successor thereto or assignee thereof.
“Interest Payment Date” means, with respect to the Series 2022A Bonds, May 1 and November 1 of each year, commencing on [May 1, 2023].
“Lease Agreement” means the Lease Agreement, dated as of September 1, 2014, by and between the City and the Authority, as originally executed, as amended and supplemented by the First Amendment to Lease Agreement, dated as of September 1, 2014, the Second Amendment to Lease Agreement, dated as of September 1, 2014 and the Third Amendment to Lease Agreement, dated of even date herewith, and as it may be from time to time further amended in accordance with the provisions thereof.
“Series 2022A Rebate Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.01 hereof.
“Series 2022A Rebate Requirement” has the meaning ascribed to the term “Rebate Requirement” in the Tax Certificate.
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“Series 2022A Bonds” means the Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A issued pursuant to the Indenture.
“Series 2022A Interest Account” means the account by that name established and held by the Trustee pursuant to Section 3.04 hereof.
“Series 2022A Principal Account” means the account by that name established and held by the Trustee pursuant to Section 3.05 hereof.
“Series 2022A Project Fund” means the account by that name established in accordance with Section 3.02 hereof.
“Series 2022A Reserve Account” means the account by that name established and held by the Trustee pursuant to Section 3.06 hereof.
“Series 2022A Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Insurer and deposited in the Series 2022A Reserve Account to satisfy the Series 2022A Reserve Requirement.
“Series 2022A Reserve Requirement” means, as of the date of issuance of the 2022A Bonds, an amount equal to the least of: (i) 100% of the Maximum Annual Debt Service for the 2022A Bonds; (ii) 125% of average Annual Debt Service on the 2022A Bonds as of the date of issuance of the 2022A Bonds, and (iii) ten percent (10%) of the issue price (as defined pursuant to section 148 of the Code); provided, that notwithstanding any provision hereof to the contrary, all or any portion of the Series 2022A Reserve Requirement may be satisfied by the provision of a policy of insurance, a surety bond, a letter of credit or other comparable credit facility, or a combination thereof, which, together with money on deposit in Series 2022A Reserve Account provide an aggregate amount equal to the Series 2022A Reserve Requirement; provided further that at the time of issuance of such letter of credit, surety bond or other comparable credit facility, the long-term credit rating of such commercial bank or insurance company is “AA” or “Aa2” by S&P or Moody’s, respectively, or higher, and, if rated by A.M. Best & Company, a minimum rating of “A.” “Tax Certificate” means the Tax Certificate executed by the Authority at the time of issuance of the Series 2022A 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.
“Tax-Exempt Parity Debt” has the meaning given thereto in Section 5.01 hereto. “Third Amendment to Lease Agreement” means the Third Amendment to Lease Agreement, dated as of ________ 1, 2022, by and between the Authority and the City.
Section 1.02 Rules of Construction. All references in this Third Supplemental Indenture to “Articles,” “Section,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Third Supplemental Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or subdivision hereof.
Section 1.03 Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Series 2022A Bonds and has found,
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as a result of such review, and hereby find and determines that all things, conditions, and acts required by law to exists, to happen and to be performed precedent to and in the issuance of the Series 2022A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Joint Exercise of Powers Agreement and the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Third Supplemental Indenture. Accordingly, the Authority hereby authorizes the issuance of the Series 2022A Bonds pursuant to the Bond Law and this Third Supplemental Indenture for the purpose described in the recitals hereof.
Section 1.04 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Third Supplemental Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners without preference, priority or distinction as to security ore otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.
ARTICLE II
THE SERIES 2022A BONDS
Section 2.01 Authorization and Issuance of Series 2022A Bonds. Pursuant to Section 3.07 of the Original Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture. The Authority and the City have determined that all acts and proceedings required by law necessary to make the Series 2022A 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, have been done and taken, and the execution and delivery of this Third Supplemental Indenture has been in all respects duly authorized. The Series 2022A Bonds are hereby designated the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A.”
The Authority may, at any time, execute the Series 2022A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2022A Bonds and deliver the Series 2022A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
As set forth in Section 4.01 of the Original Indenture, subject to the provisions of the 2014 Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein and herein, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent provided in the Original Indenture) of all of the Revenues, including all of the moneys including all of the moneys in the Series 2022A Interest Account, the Series 2022A Principal Account and the Series 2022A Reserve Account for such Bonds, if any, including all amounts derived from the investment of such moneys. The Bonds shall be equally secured by a pledge, charge and lien upon the Revenues and such moneys without priority for number, date of the Bonds, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any portion thereof shall be and are secured by an exclusive pledge, charge and lien upon the Revenues and such moneys. So long as any of the Bonds are Outstanding, the Revenues and such moneys shall not be used for any
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other purpose; except that out of the Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by the 2014 Indenture.
Section 2.02 Terms of the Series 2022A Bonds.
(a) The Series 2022A Bonds shall be dated the Closing Date, shall mature on the dates and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30- day months) at the rates, set forth in the following table:
Maturity Date
(November 1) Principal Amount Interest Rate
The Series 2022A Bonds shall be delivered in fully registered form, numbered from one upwards in consecutive numerical order (with such alphabetical prefix as the Trustee shall determine). Each Series 2022A Bonds shall be executed and delivered in their respective Authorized Denominations.
Each Series 2022A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) it is executed during the period from the day after the Record Date for an Interest Payment Date to and including such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any Series 2022A Bond interest with respect to such Series 2022A Bond is in default, such Series 2022A Bond shall bear interest from the Interest Payment Date to which interest has been paid or made available for payment with respect to such Bond.
Interest with respect to any Series 2022A Bond shall be payable in lawful money of the United States of America on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail no later than the Interest Payment Date to the Owner at his address as it appears, on such Record
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Date, on the Registration Books maintained by the Trustee; provided, however, that at the written request of the Owner of at least $1,000,000 in aggregate principal amount of Outstanding Series 2022A Bonds filed with the Trustee prior to any Record Date, interest on such Series 2022A Bonds shall be paid to such Owner on each succeeding Interest Payment Date (unless such request has been revoked in writing) by wire transfer of immediately available funds to an account in the United States designated in such written request. Payments of defaulted interest with respect to the Series 2022A Bonds shall be paid by check or draft to the registered Owners of the Series 2022A Bonds as of a special record date to be fixed by the Trustee, notice of which special record date shall be given to the registered Owners of the Series 2022A Bonds not less than ten days prior thereto. The principal of and premium, if any, on the Series 2022A Bonds are payable by check when due upon surrender thereof at the Trust Office in lawful money of the United States of America.
Section 2.03 Redemption of Series 2022A Bonds.
(a) Extraordinary Redemption. The Series 2022A Bonds are subject to redemption prior to their respective maturity dates, upon notice from the Authority to the Trustee at least forty-five (45) days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to the date fixed for redemption, as a whole or in part on any date, from prepayments of Base Rental Payments made by the City pursuant to Section 4.01(a) of the Third Amendment to Lease Agreement from funds received by the City due to a taking of the Leased Property or any portion thereof under the power of eminent domain or from insurance proceeds received by the City due to damage to or destruction of the Leased Property or any portion thereof, under the circumstances and upon the conditions and terms prescribed herein and in the Lease Agreement.
Redemption of Series 2022A Bonds pursuant to this subparagraph (a) shall be made at a redemption price equal to the sum of the principal of the Series 2022A Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium. (b) Optional Redemption. The Series 2022A Bonds maturing on or after November 1, 20__ shall be subject to redemption prior to their respective maturity dates, upon notice from Authority to the Trustee at least forty-five (45) days (or such lesser number of days acceptable to the Trustee, in the sole discretion of the Trustee) prior to the date fixed for redemption, as a whole or in part on any date on or after November 1 20__, in such maturities as the Authority shall designate (and by lot within any maturity) from prepayments of 2022A Base Rental Payments made at the option of the City pursuant to Section 4.01(b) of the Third Amendment to Lease Agreement, at a redemption price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.
If some but not all of the Series 2022A Bonds have been redeemed pursuant to mandatory or optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the Series 2022A Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the Series 2022A Bonds being redeemed pursuant to extraordinary or optional redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions.
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(c) Mandatory Sinking Fund Redemption. The Series 2022A Bonds with stated maturities on November 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 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
(November 1)
Principal
Amount
*
* Final Maturity.
If some but not all of the Series 2022A Bonds have been redeemed pursuant to extraordinary or optional redemptions, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the Series 2022A Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by Authority with the Trustee. In the event of any reductions in the amount of sinking account payments due as a result of some but not all of the Series 2022A Bonds being redeemed pursuant to extraordinary or optional redemptions, the Authority shall provide the Trustee with a revised schedule reflecting such reductions.
Section 2.04 Form of Series 2022A Bonds. The Series 2022A 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 by the 2014 Indenture and hereby.
Section 2.05 Execution of Series 2022A Bonds. The Series 2022A Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its Chair or Executive Director, and attested with the manual or facsimile signature of its Secretary or any Assistant Secretary, and shall be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have signed any of the Series 2022A Bonds shall cease to be such officer before the Series 2022A Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Series 2022A Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Series 2022A Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Series 2022A Bond shall be the proper officer although on the nominal date of such Series 2022A Bond such individual shall not have been such officer.
Only such of the Series 2022A Bonds as shall bear thereon a certificate of authentication, manually executed on behalf of the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Third Supplemental Indenture, and such certificate of the Trustee shall be conclusive evidence that the Series 2022A Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Third Supplemental Indenture.
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Section 2.06 Applicability of Original Indenture Provisions to 2022A Bonds. The Series 2022A Bonds shall constitute “Bonds” under the Original Indenture, including without limitation for purposes of subsections (c) through (f) of Section 2.03 and Sections 2.06 through 2.15 of the Original Indenture.
ARTICLE III
APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS
Section 3.01 Application of Proceeds of Sale of Series 2022A Bonds. On the Closing Date, the net proceeds of the sale of the Series 2022A Bonds received by the Trustee, $_____________, shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $__________ in the Costs of Issuance Fund;
(b) The Trustee shall deposit the amount of $__________ in the Series 2022A Project Fund of the Project Fund.
The Trustee may establish one or more temporary funds or accounts in its records to record and facilitate such deposits and transfers.
Section 3.02 Costs of Issuance Fund. There is hereby established a fund to be held by the Trustee known as the “Costs of Issuance Fund,” into which shall be deposited a portion of the proceeds of the sale of the Series 2022A Bonds pursuant to Section 3.02. The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Series 2022A Bonds from time to time and shall be disbursed by the Trustee upon delivery to the Trustee of a requisition, substantially in the form attached to the Original Indenture as Exhibit B, executed by an officer of the Authority.
Each such requisition 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 180 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority certifying that all Costs of Issuance related to the Series 2022A Bonds have been paid or provided for, the Trustee shall transfer any remaining amounts in the Costs of Issuance Fund to the Lease Revenue Fund and the Trustee shall then close the Costs of Issuance Fund.
Section 3.03 Establishment and Application of Series 2022A Project Fund. The Trustee shall establish and maintain a separate fund designated as the “Series 2022A Project Fund.” The moneys in the Series 2022A Project Fund 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 C. 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 Series 2022A 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 Series 2022A Project Fund not needed for Series 2022A Project Fund purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section 4.02 of the Original Indenture, or (b) to the City for use on eligible capital facilities, and the Series 2022A Project Fund shall be closed.
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ARTICLE IV
REVENUES FLOW OF FUNDS
Section 4.01 Series 2022A Interest Account. The Trustee shall establish and maintain a separate account to be known as the “Series 2022A Interest Account.” On or before each Interest Payment Date, the Trustee shall deposit in the Series 2022A Interest Account an amount required to cause the aggregate amount on deposit in the Series 2022A Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all respective Outstanding Series 2022A Bonds. No deposit shall be made into the Series 2022A Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all respective Outstanding Series 2022A Bonds on each succeeding Interest Payment Date within the then current Bond Year. All moneys in the Series 2022A Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Series 2022A Bonds as it shall become due and payable (including accrued interest on any Series 2022A Bonds redeemed prior to maturity).
Section 4.02 Series 2022A Principal Account. The Trustee shall establish and maintain a separate account to be known as the “Series 2022A Principal Account.” On or before each Interest Payment Date, the Trustee shall deposit in the Series 2022A Principal Account an amount required to cause the aggregate amount on deposit in the Series 2022A Principal Account to equal the principal amount of the Series 2022A Bonds maturing on such Interest Payment Date pursuant to Section 2.02 or Section 4.01 or pursuant to a Supplemental Indenture, as the case may be. All moneys in the Series 2022A Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Series 2022A Bonds.
Section 4.03 Series 2022A Reserve Account. The Trustee shall establish and maintain a separate account to be known as the “Series 2022A Reserve Account.” On or before each Interest Payment Date, the Trustee shall deposit in the Series 2022A Reserve Account such amount as may be necessary to maintain a balance therein equal to the Series 2022A Reserve Requirement. No deposit shall be made in the Series 2022A Reserve Account so long as there shall be on deposit an amount equal to the Series 2022A Reserve Requirement. All money in the Series 2022A Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Series 2022A Interest Account or Series 2022A Principal Account established hereunder in the event of any deficiency at any time in any of such accounts, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money of the Authority is lawfully available therefor. All moneys in the Series 2022A Reserve Account in excess of the Series 2022A Reserve Requirement may be applied (i) to the optional redemption of the Series 2022A Bonds then Outstanding pursuant to Section 4.01(b) hereof or (ii) as a credit against the next following base rental payment under the Lease as directed in a Request by the City.
The Series 2022A Reserve Requirement shall initially be satisfied by delivery of the Series 2022A Reserve Policy by the Series 2022A Insurer on the 2022A Closing Date. The City will have no obligation to replace the Series 2022A Reserve Policy or to fund the Series 2022A Reserve Account with cash if, at any time that the 2022A Bonds are Outstanding, any rating assigned to the Series 2022A Insurer is downgraded, suspended or withdrawn or amounts are not available under the Series 2022A Reserve Policy, other than in connection with a draw on the Series 2022A Reserve Policy.
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Section 4.04 Series 2022A Rebate Fund.
(a) Establishment. The Trustee shall establish a fund for the Bonds designated the “Series 2022A 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 2022A Bonds will not be adversely affected, the Authority shall cause to be deposited in the Series 2022A 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 Series 2022A Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Series 2022A Rebate Fund for the Series 2022A 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 Series 2022A 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.
(b) 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. (c) 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 Series 2022A 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 Series 2022A 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 Series 2022A Rebate Fund exceeds the amount required to be on deposit therein, upon Written Request of the Authority or Written Request of the City, the Trustee shall withdraw the excess from the Series 2022A Rebate Fund and then credit the excess to the Lease Revenue Fund. (d) 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 Series 2022A Rebate Fund:
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(i) 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 (ii) 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 Series 2022A Rebate Fund, the amount in the Series 2022A 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. (e) Disposition of Unexpended Funds. Any funds remaining in the Series 2022A Rebate Fund after redemption and payment of the Series 2022A 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.
(f) 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 2022A Bonds.
ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.01 Tax Covenants Relating to Series 2022A Bonds. Notwithstanding any other provision of the Indenture, absent an Opinion of Counsel that the exclusion from gross income of the interest on the Series 2022A 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 2022A 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 2022A Bonds or of any other moneys or property which would cause the Series 2022A 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 2022A 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 2022A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code;
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(c) Federal Guarantee. The City and the Authority will make no use of the proceeds of the Series 2022A Bonds and will not take or omit to take any action that would cause the Series 2022A 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 2022A 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 2022A 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 2022A 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 2022A 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.
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 2022A Bonds, the interest with respect to which has been determined by an Opinion of Counsel to be subject to federal income taxation.
ARTICLE VI
MISCELLANEOUS
Section 6.01 Survival of 2014 Indenture. Except as otherwise amended hereby, the 2014 Indenture shall remain in full force and effect.
Section 6.02 Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken with respect to the application of proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance.
Section 6.03 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.
The Authority, the City and the Trustee hereby declare that they would have executed this Third Supplemental Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Series 2022A Bonds
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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 6.04 Insurance Policy Requirements.
[TO COME]
Section 6.05 Reserve Policy Requirements.
[TO COME]
Section 6.06 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 Series 2022A 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 6.07 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 6.08 Execution in Counterparts. This Third Supplemental 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.
Section 6.09 Governing Law. This Third Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Authority and the City have caused this Third Supplemental 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 Third Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.
MONTEBELLO PUBLIC FINANCING
AUTHORITY
By:
Executive Director
ATTEST:
Secretary
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF SERIES 2022A 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.
MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022A
INTEREST RATE MATURITY DATE DATED DATE CUSIP
______% November 1, 20__ ___________, 2022 ________
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ DOLLARS
The Montebello Public Financing Authority (the “Authority”), a joint powers authority organized and existing under the laws of the State of California, for value received, hereby promises to pay (but only out of the Revenues, as defined in the Indenture hereinafter referred to, and certain other moneys) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or any earlier redemption date, the principal amount identified above (the “Principal Amount”) in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to ______ 15, 202_, 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, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available or payment), payable semiannually on May 1 and November 1 in each year, commencing ___________ 1, 202_ (the “Interest Payment Dates”) until payment of such Principal Amount in full.
The Principal Amount hereof is payable by check upon presentation hereof upon maturity or earlier redemption at the principal corporate trust office (the “Trust Office”) of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in Los Angeles, California, or at such other office as the Trustee may designate. Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar
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day of the month preceding such Interest Payment Date (except that in the case of a Registered Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds, such payment may, at such Registered Owner’s option, be made by wire transfer of immediately available funds in accordance with written instructions provided by such Registered Owner prior to the fifteenth calendar day of the month preceding such Interest Payment Date).
This Bond is one of a duly authorized issue of bonds of the Authority designated the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Bonds”), in the aggregate principal amount of $_________ issued pursuant to the Indenture, dated as of September 1, 2014, as supplemented by the First Supplemental Indenture dated as of September 1, 2014, the Second Supplemental Indenture dated as of September 1, 2014 and the Third Supplemental Indenture dated as of ________ 1, 2022 (as supplemented, the “Indenture”), each by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees.
The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title l of the Government Code of the State of California (the “Act”). The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues as provided in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues ( other than deposits to the Series 2022A Rebate Fund created by the Indenture), and the Revenues (other than deposits to the Series 2022A Rebate Fund created by the Indenture) constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority are not pledged for the payment of the principal of or interest or premium (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture.
The Bonds have been issued for the purpose of funding the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course (the “Project”) and related improvements, facilities and equipment. The Authority and the City have entered into a Lease Agreement, dated as of September 1, 2014, as originally executed, as amended and supplemented by the First Amendment to Lease Agreement, dated as of September 1, 2014, the Second Amendment to Lease Agreement, dated as of September 1, 2014 and the Third Amendment to Lease Agreement, dated __________ 1, 2022, under which the City is obligated to pay amounts which are anticipated to be sufficient to enable the Authority to pay the principal of and interest on the Bonds.
The Series 2022A Bonds are subject to redemption prior to their respective maturity dates as provided in the Indenture.
The Bonds may be issued in denominations of $5,000 or any integral multiple thereof.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, this
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Bond may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount, interest rate and maturity of fully registered Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, 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 Bond or Bonds, of Authorized Denomination or Denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Trustee shall not be required to register the transfer or exchange of any Bond during the period in which the Trustee is selecting Bonds for redemption or any Bond selected for redemption.
The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of 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 maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.
It is hereby certified that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act ( as such term is defined on the reverse side hereof) and the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act.
This Bond shall not be entitled to any benefit under the Indenture ( as such term is defined on the reverse side hereof), or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been manually signed by the Trustee.
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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.
MONTEBELLO PUBLIC FINANCING
AUTHORITY
By:
Executive Director
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2022A Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: _______, 2022 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Signatory
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[STATEMENT OF INSURANCE]
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, 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 Montebello 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 pond in every particular without alteration or
enlargement or any change whatsoever.
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EXHIBIT B
DESCRIPTION OF PROJECT
Montebello Golf Course Project. The Project consists of the replacement of the City’s existing 18- hole, 72.5-acre golf course. The Project will include a new 9-hole championship golf course with a putting green complex and a new 6-hole, par 3 golf course with lights.
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EXHIBIT C
FORM OF PROJECT FUND REQUISITION
REQUISITION NO. _____ FOR
DISBURSEMENT FROM SERIES 2022A PROJECT FUND
The undersigned hereby states and certifies:
(i) that he/she is the duly appointed, qualified and acting _________ of the City of Montebello (the “City”), and as such, is familiar with the facts herein certified and is authorized to certify the same;
(ii) that, pursuant to Section [4.04] of the Third Supplemental Indenture, dated as of _______ 1, 2022 (the “Indenture”), by and between the Montebello Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), related to the Authority’s Lease Revenue Bonds, Series 2022A, the undersigned hereby requests the Trustee to disburse this date the following amounts from the Series 2022A 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 Series 2022A 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 MONTEBELLO
By:
Its:
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EXHIBIT 1
SERIES 2022A PROJECT FUND DISBURSEMENTS
Item
Number Payee Name and Address
Purpose of
Obligation Amount
__________ __________
__________ __________
__________ __________
__________ __________
__________ __________
Stradling Yocca Carlson & Rauth
Draft of 9/1/2022
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RECORDING REQUESTED BY:)
County of Los Angeles )
AND WHEN RECORDED MAIL TO:)
Stradling Yocca Carlson & Rauth )
660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attention: Vanessa S. Legbandt, Esq. )
[Space above for recorder’s use.]
This First Amendment to Site and Facility Lease is
recorded for the benefit of the City of Montebello 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.
FIRST AMENDMENT TO SITE AND FACILITY LEASE
Dated ___________ 1, 2022
by and between
CITY OF MONTEBELLO
and
MONTEBELLO PUBLIC FINANCING AUTHORITY
relating to the
$___________
Montebello Public Financing Authority
Lease Revenue Bonds
Series 2022A
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FIRST AMENDMENT TO SITE AND FACILITY LEASE
This FIRST AMENDMENT TO SITE AND FACILITY LEASE (the “First Amendment to Site and Facility Lease”) is made and entered into as of _______ 1, 2022, by and between the CITY OF MONTEBELLO, a city duly organized and existing under the laws of the State of California, as lessor (the “City”), and the MONTEBELLO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California, as lessee (the “Authority”). This First Amendment to Site and Facility Lease amends, in part, the Site and Facility Lease, dated as of September 1, 2014, and recorded in the official records of the County of Los Angeles (the “County”) on September 10, 2014 as Document No. 20140948072 (the “2014 Site and Facility Lease,” and together with the First Amendment to Site and Facility Lease, the “Site Lease”) by and between the City, as lessor, and the Authority, as lessee.
W I T N E S S E T H :
WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City, the Authority issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to an Indenture, dated as of September 1, 2014 (the “Original Indenture”), its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to a First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to a Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, the 2014 Indenture provides for the issuance of bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the bonds issued under the 2014 Indenture, the City and the Authority have entered into the 2014 Site and Facility Lease, pursuant to which the City has leased to the Authority certain real property owned by the City, together with the City-owned improvements located thereon, as described in Exhibit A thereto (collectively, the “Existing Leased Property”); and
WHEREAS, pursuant to Section 3.07 of the Original Indenture, the Authority may issue Additional Bonds (as defined in the 2014 Indenture) pursuant to a Supplemental Indenture (as defined in the 2014 Indenture); and
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 of the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) for the purpose of financing the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course (the “Project”) and related improvements, facilities and equipment described in Exhibit C to the Third Amendment to Lease Agreement;
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WHEREAS, to finance the Project, the City will enter into this First Amendment to Site and Facility Lease with the Authority pursuant to which the City and the Authority will add to the Existing Leased Property certain additional real property as described herein (together with the Existing Leased Property, the “Leased Property”), and will confirm that the lease to the Authority of the Leased Property is also made in consideration of the issuance by the Authority of its City of the Series 2022A Bonds; and
WHEREAS, concurrently with the execution of this First Amendment to Site and Facility Lease, the Authority and the City are entering into a Third Amendment to Lease Agreement, dated of even date herewith (the “Third Amendment to Lease Agreement”) which supplements and amends the Lease Agreement dated as of September 1, 2014 (the “Original Lease Agreement”), as amended by the First Amendment to Lease Agreement, dated as of September 1, 2014 (the “First Amendment to Lease Agreement”) and the Second Amendment to Lease Agreement, dated as of September 1, 2014 (the “Second Amendment to Lease Agreement” and collectively with the Original Lease Agreement, the First Amendment to Lease Agreement and the Third Amendment to Lease Agreement, the “Lease Agreement”), pursuant to which the Authority will lease the Leased Property to the City and the City is required to make Base Rental Payments sufficient to pay debt service on the bonds issued under the Indenture, including the Series 2022A Bonds; and WHEREAS, to provide funds to finance the Project, the City has requested the Authority to issue the Series 2022A Bonds, pursuant to the Indenture, as supplemented and amended by a Third Supplemental Indenture, dated of even date herewith, by and between the Authority and the Trustee; and
WHEREAS, the 2014 Site and Facility Lease may be amended pursuant to Section 20 thereof; and
WHEREAS, Assured Guaranty Municipal Corp., as insurer of the Series 2014A Bonds, the Series 2014B Bonds and the Series 2014C Bonds, has consented to this First Amendment to Site and Facility Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration, it is hereby mutually agreed as follows:
SECTION 1. Definitions. Unless the context otherwise requires, the capitalized terms herein which are not defined herein shall have the meanings referenced in the 2014 Site and Facility Lease.
SECTION 2. Lease of the Leased Property. Exhibit A to the 2014 Site and Facility Lease is hereby deleted in its entirety and replaced by Exhibit A hereto. From and after the date of recordation hereof, the Leased Property shall consist of the real property described in Exhibit A hereto and all improvements thereon, and all rights appurtenant thereto, and subject, however, to any conditions, reservations, and easements of record as of the date hereof. All references in the Site Lease to Leased Property shall refer to the Leased Property described herein.
SECTION 3. No Other Amendments. Except as expressly set forth in Section 2 above, all other provisions of the Site Lease remain in full force and effect.
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SECTION 4. Counterparts. This First Amendment to Site and Facility 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.
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IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Site and Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
MONTEBELLO PUBLIC FINANCING
AUTHORITY, as Lessee
By:
Executive Director
ATTEST:
Secretary
CITY OF MONTEBELLO, as Lessor
By:
City Manager
ATTEST:
City Clerk
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the Montebello Public Financing Authority, a joint exercise of powers authority (the “Authority”), is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Authority, pursuant to authority conferred by resolution of the said Board of Directors adopted on September 14, 2022, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: _________, 2022 MONTEBELLO PUBLIC FINANCING
AUTHORITY, as Lessee
By:
Executive Director
ATTEST:
Secretary
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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 LOS ANGELES )
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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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 LOS ANGELES )
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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EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY
All that certain real property situated in the City of Montebello, County of Los Angeles, State of California, described as follows:
Fire Station No. 56 Property:
PARCEL 1A: APN: A PORTION OF 6352-005-903 LOT 1 OF TRACT NO. 11691, IN THE CITY
OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 1B: APN: THE REMAINDER OF 6352-005-903 THE SOUTH ONE-HALF OF LOT 2 OF TRACT NO. 11691, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL PETROLEUM, OIL, ASPHALTUM, GAS AND OTHER
HYDROCARBON SUBSTANCES, IN AND UNDER SAID LAND AS RESERVED IN DEED RECORDED JULY 31, 1940, AS INSTRUMENT NO. 488, IN BOOK 17617 PAGE 265, OF OFFICIAL RECORDS.
PARCEL 1C: APN: 6352-005-905 THE WESTERLY 40 FEET OF LOT 3 OF TRACT NO. 11691,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
EXCEPT THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND
ALL OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE FOLLOWING DEED RECORDED: JULY 23, 1940, AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362, NOVEMBER 04, 1942, AS INSTRUMENT NO. 512, IN BOOK 19628 PAGE 246 AND JULY 25, 1946, IN BOOK 23497 PAGE 66, ALL OF OFFICIAL RECORDS.
PARCEL 2D: APN: 6352-005-904 LOT 3 OF TRACT NO. 11691, IN THE CITY OF
MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
ALSO EXCEPT THEREFOM THE WESTERLY 40 FEET THEREOF. ALSO EXCEPT
THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND ALL
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE DEED RECORDED JULY 23, 1940 AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362 OF OFFICIAL RECORDS.
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Police Department Property:
Parcel 2A
LOT 177 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE SOUTHERLY 360 FEET OF LOT 177 OF MONTEBELLO, IN THE
CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 2B
LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 270 FEET OF THE EASTERLY 280 FEET OF SAID LOT 179, ALSO EXCEPTING FROM SAID PORTION OF LOT 179, THE SOUTHERLY 15 FEET OF THE WESTERLY 105 FEET THEREOF.
ALSO EXCEPT THEREFROM THE SOUTHERLY 360 FEET OF THE WESTERLY 155 FEET OF LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM THE SOUTHERLY 345 FEET OF THE EASTERLY 175 FEET OF LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM SUCH INTERESTS IN OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES AND SUCH OTHER RIGHTS IN SAID LAND AS WERE GRANTED TO UNION OIL COMPANY OF CALIFORNIA, BY DEED RECORDED APRIL 12, 1956 AS DOCUMENT NO. 3614 IN BOOK 40872 PAGE 61, OFFICIAL RECORDS. BY DEED DATED JULY 11, 1963 AND RECORDED AUGUST 20, 1963 AS INSTRUMENT NO. 5442, IN BOOK D-2152 PAGE 609, OFFICIAL RECORDS, THE RIGHTS AND INTERESTS ABOVE
GRANTED WERE RELEASED AND QUITCLAIMED AS TO THE SURFACE OF SAID LAND AND THE TOP 500 FEET OF THE SUBSURFACE, MEASURED VERTICALLY DOWNWARD FROM THE SURFACE THEREOF.
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ALSO EXCEPT THE REMAINING INTEREST IN: (1) ALL OIL, GAS, AND OTHER
HYDROCARBON SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (2} THE RIGHT TO
INJECT OR INTRODUCE FROM TIME TO TIME, STORE THEREIN AND SUBSEQUENTLY
REMOVE FROM SAID LAND ANY OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (3) THE LANDOWNER'S ROYALTIES
UNDER THE EXISTING OIL AND GAS LEASE COVERING SAID LAND, WITHOUT,
HOWEVER, ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE OF SAID LAND
WITH RESPECT TO ANY OF THE RIGHTS HEREIN RESERVED, AS RESERVED BY
BENEDICTINE FATHERS OF MONTEBELLO, LOS ANGELES COUNTY, CALIFORNIA, A RELIGIOUS CORPORATION, IN THE DEED RECORDED FEBRUARY 2, 1961 AS INSTRUMENT NO. 1372 IN BOOK D-1111 PAGE 702, OFFICIAL RECORDS.
City Hall Property:
Parcel 3A
THE SOUTHERLY 360 FEET OF LOT 177 OF MONTEBELLO, IN THE CITY OF
MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 3B
THE SOUTHERLY 360 FEET OF THE WESTERLY 155 FEET OF LOT 179 OF MONTEBELLO,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 3C
THE SOUTHERLY 345 FEET OF THE EASTERLY 175 FEET OF LOT 179 OF MONTEBELLO,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM SUCH INTERESTS IN OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND SUCH OTHER RIGHTS IN SAID LAND AS WERE GRANTED TO UNION OIL COMPANY OF CALIFORNIA, BY DEED RECORDED APRIL 12, 1956 AS DOCUMENT NO. 3614 IN BOOK 40872 PAGE 61, OFFICIAL RECORDS. BY DEED DATED JULY 11, 1963 AND RECORDED AUGUST 20, 1963 AS INSTRUMENT NO. 5442, IN BOOK D- 2152 PAGE 609, OFFICIAL RECORDS, THE RIGHTS AND INTERESTS ABOVE GRANTED
WERE RELEASED AND QUITCLAIMED AS TO THE SURFACE OF SAID LAND AND THE TOP 500 FEET OF THE SUBSURFACE, MEASURED VERTICALLY DOWNWARD FROM THE SURFACE THEREOF.
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ALSO EXCEPT THE REMAINING INTEREST IN: (1) ALL OIL, GAS, AND OTHER
HYDROCARBON SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (2} THE RIGHT TO
INJECT OR INTRODUCE FROM TIME TO TIME, STORE THEREIN AND SUBSEQUENTLY
REMOVE FROM SAID LAND ANY OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (3) THE LANDOWNER'S ROYALTIES
UNDER THE EXISTING OIL AND GAS LEASE COVERING SAID LAND, WITHOUT,
HOWEVER, ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE OF SAID LAND
WITH RESPECT TO ANY OF THE RIGHTS HEREIN RESERVED, AS RESERVED BY
BENEDICTINE FATHERS OF MONTEBELLO, LOS ANGELES COUNTY, CALIFORNIA, A RELIGIOUS CORPORATION, IN THE DEED RECORDED FEBRUARY 2, 1961 AS INSTRUMENT NO. 1372 IN BOOK D-1111 PAGE 702, OFFICIAL RECORDS.
Stradling Yocca Carlson & Rauth
Draft of 9/1/2022
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RECORDING REQUESTED BY:)
County of Los Angeles )
AND WHEN RECORDED MAIL TO:)
Stradling Yocca Carlson & Rauth )
660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attn: Vanessa S. Legbandt, Esq. )
)
[Space above for recorder’s use.]
This Third Amendment to Lease Agreement is recorded for the benefit of the City of Montebello 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.
THIRD AMENDMENT TO LEASE AGREEMENT
Dated as of ________ 1, 2022
by and between
MONTEBELLO PUBLIC FINANCING AUTHORITY
and
CITY OF MONTEBELLO
relating to
$__________
Montebello Public Financing Authority
Lease Revenue Bonds
Series 2022A
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ........................................................................................................ 2 Section 1.01. Definitions ............................................................................................................... 2 ARTICLE II AMENDMENTS..................................................................................................... 3 Section 2.01. Lease of the Leased Property .................................................................................. 3 Section 2.02. Release of Fire Station No. 56 After Completion of Mold Remediation at Police Headquarters.................................................................................................3 ARTICLE III TERM...................................................................................................................... 4 Section 3.01. Term of Lease.......................................................................................................... 4 ARTICLE IV RENTAL ................................................................................................................. 4 ARTICLE V USE OF PROCEEDS.............................................................................................. 5 Section 5.01. Use of Proceeds of the Series 2022A Bonds........................................................... 5 ARTICLE VI PREPAYMENT ...................................................................................................... 5 Section 6.01. Optional Prepayment............................................................................................... 5 ARTICLE VII COVENANTS OF THE AUTHORITY.................................................................. 6 Section 7.01. Tax Covenants Relating to Series 2022A Bonds and Tax-Exempt Parity Debt .........................................................................................................................6 ARTICLE VIII MISCELLANEOUS................................................................................................ 6 Section 8.01. Survival of 2014 Lease Agreement ......................................................................... 6 Section 8.02. Binding Effect ......................................................................................................... 6 Section 8.03. Validity and Severability......................................................................................... 6 Section 8.04. Additional 2022A Insurer Requirements ................................................................ 7 Section 8.05. California Law......................................................................................................... 7 Section 8.06. Section Headings..................................................................................................... 7 Section 8.07. Execution................................................................................................................. 7
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THIRD AMENDMENT TO LEASE AGREEMENT
This Third Amendment to Lease Agreement, dated as of ______ 1, 2022 (this “Third Amendment to Lease Agreement”) is made by and between the MONTEBELLO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California, as lessor (the “Authority”), and the CITY OF MONTEBELLO, a city duly organized and existing under the laws of the State of California, as lessee (the “City”). This Third Amendment to Lease Agreement amends the Lease Agreement, dated as of September 1, 2014 (the “Original Lease Agreement”), and recorded in the official records of the County of Los Angeles (the “County”) on September 10, 2014 as Document No. 20140948073, as amended by the First Amendment to Lease Agreement, dated as of September 1, 2014 (the “First Amendment to Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948074, and the Second Amendment to Lease Agreement, dated as of September 1, 2014 (the “Second Amendment to Lease Agreement,” and collectively with the Original Lease Agreement and the First Amendment to Lease Agreement, the “2014 Lease Agreement”) (the 2014 Lease Agreement together with the Third Amendment to Lease Agreement is referred to herein as the “Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948075, each by and between the Authority, as lessor, and the City, as lessee.
W I T N E S S E T H :
WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City, the Authority issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to an Indenture, dated as of September 1, 2014 (the “Original Indenture”), its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to a First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to a Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, the 2014 Indenture provides for the issuance of bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the bonds issued under the 2014 Indenture, the City and the Authority have entered into the Site and Facility Lease, dated as of September 1, 2014 (the “2014 Site and Facility Lease”), pursuant to which the City has leased to the Authority certain real property owned by the City, together with the City-owned improvements located thereon, as described in Exhibit A thereto (collectively, the “Existing Leased Property”); and WHEREAS, pursuant to Section 3.07 of the Original Indenture, the Authority may issue Additional Bonds (as defined in the 2014 Indenture) pursuant to a Supplemental Indenture (as defined in the 2014 Indenture); and
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WHEREAS, pursuant to Section 21 of the Original Lease Agreement, the Lease Agreement may be amended to provide for the issuance of Additional Bonds and to make such other changes or modifications as the Authority or the City may deem desirable or necessary, and which shall not materially adversely affect the interests of the Owners; and WHEREAS, the City has determined in Resolution No. 22-__ that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) in the aggregate principal amount of $_________ as Additional Bonds pursuant to the 2014 Indenture, as further amended and supplemented by the Third Supplemental Indenture dated of even date herewith (the “Third Supplemental Indenture”), by and between the Authority and the Trustee, for the purpose of financing the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course described in Exhibit C hereto (the “Project”); and WHEREAS, to finance the Project, the City and the Authority will enter into a First Amendment to Site and Facility Lease, dated as of even date herewith (the “First Amendment to Site and Facility Lease”), which supplements and amends the 2014 Site and Facility Lease by adding additional real property to the Existing Leased Property leased thereunder, and into this Third Amendment to Lease Agreement pursuant to which the City will lease back the additional real property added to the Existing Leased Property pursuant to the First Amendment to Site and Facility Lease as a part of the property leased to the City described in Exhibit A hereto, and agree to make Base Rental Payments sufficient to pay debt service on the 2014 Bonds and the Series 2022A Bonds; and
WHEREAS, to provide funds to finance the Project, the Authority will issue the Series 2022A Bonds pursuant to the Third Supplemental Indenture,; and WHEREAS, the Authority, pursuant to this Third Amendment to Lease Agreement, desires to provide for additional base rental under the 2014 Lease Agreement in accordance with the base rental schedule attached hereto as Exhibit B (the “2022A Base Rental Payments”), that corresponds with the principal and interest coming due on the Series 2022A Bonds; and WHEREAS, Assured Guaranty Municipal Corp., as insurer of the Series 2014A Bonds, the Series 2014B Bonds and the Series 2014C Bonds, has consented to this Third Amendment to Lease Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Except as otherwise provided in this Section 1.01, the capitalized terms used herein shall have the meanings specified in the 2014 Lease Agreement and the 2014 Indenture.
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“City Hall Property” means the real property described as “City Hall Property” in Exhibit A hereto and the improvements located thereon, including the City of Montebello City Hall building located at 1600 W. Beverly Boulevard, Montebello, California. “Completion Certificate” means a certificate provided by ________ evidencing that the remediation of mold identified at the Police Department Property as of the date hereof has been completed.
“Fire Station No. 56 Property” means the real property described as Fire Station No. 56 in Exhibit A hereto and the improvements located thereon, including the City of Montebello Fire Station No. 56 located at 1166 S. Greenwood Avenue, Montebello, California. “Police Department Property” means the real property described as “Police Department Property” in Exhibit A hereto and the improvements located thereon, including the City of Montebello City Hall building located at 1600 W. Beverly Boulevard, Montebello, California.
ARTICLE II
AMENDMENTS
Section 2.01. Lease of the Leased Property. Exhibit A to the Original Lease Agreement is hereby deleted in its entirety and replaced by Exhibit A hereto. From and after the date of recordation hereof, the Leased Property shall consist of the real property described in Exhibit A hereto and all improvements thereon, and all rights appurtenant thereto, and subject, however, to any conditions, reservations, and easements of record as of the date hereof. All references in the Lease Agreement to Leased Property shall refer to the Leased Property described in Exhibit A hereto.
Section 2.02. Release of Fire Station No. 56 After Completion of Mold Remediation at Police Headquarters. Without regard to the requirements of Article 7 of the Original Lease Agreement, the Authority may provide for release and deletion of the Fire Station No. 56 Property from the Leased Property such that the Police Headquarters Property and, if any 2014 Bonds remain Outstanding under the Indenture, the City Hall Property, shall constitute the Remaining Portion, provided that the City shall satisfy conditions (i) and (ii) below, compliance with each of which requirements is hereby declared to be a condition precedent to such release:
(a) The City shall file with the Authority and the Trustee a copy of a Lease Supplement which deletes the Fire Station No. 56 Property from the Lease Agreement; and (b) The City shall have delivered the Completion Certificate to the Trustee.
Upon the satisfaction of all such conditions under this Section 2.02, this Lease Agreement shall thereupon end as to the Released Portion and shall thereupon continue as to the Remaining Portion, and the Fire Station No. 56 Property shall be released from the Lease Agreement and no longer form part of the Property hereunder without further act or deed of the City, the Authority, or the Trustee, provided the Authority and the Trustee shall execute any such instruments evidencing such release as may be reasonably requested by the City from time to time. The City shall not be entitled to any reduction, diminution, extension or other modification of the Base Rental Payments whatsoever as a result of such deletion.
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ARTICLE III
TERM
Section 3.01. Term of Lease. Pursuant to the Lease Agreement, the Authority leased to the City and the City leased from the Authority, on the terms and conditions set forth in the Lease Agreement, the Leased Property. The term of this Third Amendment to Lease Agreement shall commence on ____________, 2022.
The term of the leasehold interest created hereby shall expire (a) with respect to the City Hall Property, on the date that no 2014 Bonds remain Outstanding under the Indenture, and (b) with respect to the Police Department Property (and if not previously released in accordance with Section
2.02 hereof, the Fire Station No. 56 Property), on the earliest of (i) November 1, 20__ (the “Expiration Date”); (ii) the date the last 2022A Base Rental Payment is made under the provisions hereof; or (iii) the date of discharge of the Indenture pursuant to Section 9.03 of the Original Indenture. Notwithstanding the foregoing, with respect to any portion of the Leased Property not previously released or for which the Lease Agreement was not previously terminated under subsection (a) hereof, the term of the Lease Agreement shall automatically be extended for a period of ten (10) years, if, on the Expiration Date, the Indenture has not been fully discharged, and shall terminate on the date when the Indenture has been fully discharged.
Throughout the term of this Third Amendment to Lease Agreement, title to the Leased Property shall remain in the City.
ARTICLE IV
RENTAL
Subject to the provisions of Section 6.01 hereof and Section 16 of the Lease Agreement, the City agrees to pay to the Authority, its successors or assigns, as additional base rental payments for the use and possession of the Leased Property, 2022A Base Rental Payments, as hereinafter provided and as provided in the Lease Agreement, in accordance with the 2022A Base Rental Payment Schedule attached as Exhibit B hereto, less any amounts credited against the 2022A Base Rental Payments pursuant to Section 4.02(d) of the Original Indenture. The obligation of the City to pay the 2022A Base Rental Payments with respect to the Series 2022A Bonds shall rank pari passu with the obligation of the City to pay base rental payments with respect to the Series 2022A Bonds and any Additional Bonds. The City shall pay to the Trustee the 2022A Base Rental Payments coming due fifteen days prior to the next succeeding May 1 and November I, respectively, as set forth in Exhibit B and such payments shall constitute payment in arrears in consideration for the City's use and possession of the Leased Property for the six-month period preceding the due date of such 2022A Base Rental Payments. Such rental payments shall constitute additional 2022A Base Rental Payments under the Lease Agreement.
The City shall also pay to the Insurer as “Additional Rental Payments”, in addition to the Series 2022A Base Rental Payments: [(i) all interest on Series 2022A Insurer Advances (as more fully described in the Third Supplemental Indenture), (ii) all amounts payable to the Insurer pursuant to Section 8.06 hereof and (iii) all Reserve Policy Costs (as more fully described in the Third Supplemental Indenture).] Such rental payments shall constitute Additional Rental Payments under the Indenture.
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ARTICLE V
USE OF PROCEEDS
Section 5.01. Use of Proceeds of the Series 2022A Bonds. The parties hereto agree that the proceeds of the Series 2022A Bonds will be used to pay the costs of the Project and to pay for costs of issuance of the Series 2022A Bonds.
ARTICLE VI
PREPAYMENT
Section 6.01. Optional Prepayment. The City may at its option prepay from any source of available moneys for redemption of the Series 2022A Bonds pursuant to Section 4.01(b) of the Third Supplemental Indenture, all or any part (in an integral multiple of $5,000) of the Principal Component of 2022A Base Rental Payments (and corresponding Interest Component) so that the aggregate annual amounts of Principal Component of 2022A Base Rental Payments which shall be payable after such prepayment shall each be an integral of $5,000, at a prepayment price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the prepayment date, without premium.
Before making any prepayment pursuant to this Section, the City shall give written notice to the Trustee specifying the date on which the prepayment will be made, which date shall not be less than forty-five (45) days from the date such notice is given unless the Trustee agrees to a shorter period.
The Authority and the City hereby agree that any prepayment in part under this Section and the redemption of any Series 2022A Bonds by the Authority pursuant to Section 4.01(b) of the Third Supplemental Indenture shall be credited towards the City's obligations hereunder at the option of the City in any manner determined in writing delivered to the Trustee by the City. A prepayment made pursuant to this Section shall not cause a defeasance of any Bonds unless the requirements of Section 9.03 of the Original Indenture are satisfied.
In the event of prepayment in full of the Principal Component of all 2022A Base Rental Payments, such that the Lease Agreement shall be terminated by its terms as provided in Section 2 of the Original Lease Agreement, all amounts then on deposit under the Indenture which are to be credited to the City's obligations to make 2022A Base Rental Payments shall be credited towards the amounts then required to be so prepaid. In the event of the prepayment of some but not all of the Principal Components of the 2022A Base Rental Payments, the City shall replace the 2022A Base Rental Schedule with a revised 2022A Base Rental Payment Schedule reflecting such prepayment of the Principal Components of the 2022A Base Rental Payments.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Survival of 2014 Lease Agreement. Except as otherwise amended hereby, the 2014 Lease Agreement shall remain in full force and effect.
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Section 7.02. Binding Effect. This Third Amendment to Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.
Section 7.03. Validity and Severability. If for any reason this Third Amendment to 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 Base Rental Payments and Additional Rental Payments, is unenforceable for the full term hereof; then and in such event the Lease Agreement is and shall be deemed to be a Lease Agreement under which the Base Rental Payments and Additional Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Leased Property, and all of the terms, provisions and conditions of the 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 7.04. 2022A Insurer Requirements.
[TO COME]
Section 7.05. California Law. This Third Amendment to Lease Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.
Section 7.06. 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 Third Amendment to Lease Agreement.
Section 7.07. Execution. This Third Amendment to 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 Third Amendment to Lease Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this Third Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
MONTEBELLO PUBLIC FINANCING
AUTHORITY, as Lessor
By:
Executive Director
ATTEST:
Secretary
CITY OF MONTEBELLO, as Lessee
By:
City Manager
ATTEST:
City Clerk
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed under the foregoing to the City of Montebello, a city 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 City Council of the City of Montebello, pursuant to authority conferred by resolution of the said City Council adopted on September 14, 2022, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: _______, 2022 CITY OF MONTEBELLO
By:
City Manager
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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 LOS ANGELES )
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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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 LOS ANGELES )
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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EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY
All that certain real property situated in the City of Montebello, County of Los Angeles, State of California, described as follows:
Fire Station No. 56 Property:
PARCEL 1A: APN: A PORTION OF 6352-005-903 LOT 1 OF TRACT NO. 11691, IN THE CITY
OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 1B: APN: THE REMAINDER OF 6352-005-903 THE SOUTH ONE-HALF OF LOT 2 OF TRACT NO. 11691, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL PETROLEUM, OIL, ASPHALTUM, GAS AND OTHER
HYDROCARBON SUBSTANCES, IN AND UNDER SAID LAND AS RESERVED IN DEED RECORDED JULY 31, 1940, AS INSTRUMENT NO. 488, IN BOOK 17617 PAGE 265, OF OFFICIAL RECORDS.
PARCEL 1C: APN: 6352-005-905 THE WESTERLY 40 FEET OF LOT 3 OF TRACT NO. 11691,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
EXCEPT THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND
ALL OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE FOLLOWING DEED RECORDED: JULY 23, 1940, AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362, NOVEMBER 04, 1942, AS INSTRUMENT NO. 512, IN BOOK 19628 PAGE 246 AND JULY 25, 1946, IN BOOK 23497 PAGE 66, ALL OF OFFICIAL RECORDS.
PARCEL 2D: APN: 6352-005-904 LOT 3 OF TRACT NO. 11691, IN THE CITY OF
MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
ALSO EXCEPT THEREFOM THE WESTERLY 40 FEET THEREOF. ALSO EXCEPT
THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND ALL
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE DEED RECORDED JULY 23, 1940 AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362 OF OFFICIAL RECORDS.
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Police Department Property:
Parcel 2A
LOT 177 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE SOUTHERLY 360 FEET OF LOT 177 OF MONTEBELLO, IN THE
CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 2B
LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 270 FEET OF THE EASTERLY 280 FEET OF SAID LOT 179, ALSO EXCEPTING FROM SAID PORTION OF LOT 179, THE SOUTHERLY 15 FEET OF THE WESTERLY 105 FEET THEREOF.
ALSO EXCEPT THEREFROM THE SOUTHERLY 360 FEET OF THE WESTERLY 155 FEET OF LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM THE SOUTHERLY 345 FEET OF THE EASTERLY 175 FEET OF LOT 179 OF MONTEBELLO, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPT THEREFROM SUCH INTERESTS IN OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES AND SUCH OTHER RIGHTS IN SAID LAND AS WERE GRANTED TO UNION OIL COMPANY OF CALIFORNIA, BY DEED RECORDED APRIL 12, 1956 AS DOCUMENT NO. 3614 IN BOOK 40872 PAGE 61, OFFICIAL RECORDS. BY DEED DATED JULY 11, 1963 AND RECORDED AUGUST 20, 1963 AS INSTRUMENT NO. 5442, IN BOOK D-2152 PAGE 609, OFFICIAL RECORDS, THE RIGHTS AND INTERESTS ABOVE
GRANTED WERE RELEASED AND QUITCLAIMED AS TO THE SURFACE OF SAID LAND AND THE TOP 500 FEET OF THE SUBSURFACE, MEASURED VERTICALLY DOWNWARD FROM THE SURFACE THEREOF.
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ALSO EXCEPT THE REMAINING INTEREST IN: (1) ALL OIL, GAS, AND OTHER
HYDROCARBON SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (2} THE RIGHT TO
INJECT OR INTRODUCE FROM TIME TO TIME, STORE THEREIN AND SUBSEQUENTLY
REMOVE FROM SAID LAND ANY OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (3) THE LANDOWNER'S ROYALTIES
UNDER THE EXISTING OIL AND GAS LEASE COVERING SAID LAND, WITHOUT,
HOWEVER, ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE OF SAID LAND
WITH RESPECT TO ANY OF THE RIGHTS HEREIN RESERVED, AS RESERVED BY
BENEDICTINE FATHERS OF MONTEBELLO, LOS ANGELES COUNTY, CALIFORNIA, A RELIGIOUS CORPORATION, IN THE DEED RECORDED FEBRUARY 2, 1961 AS INSTRUMENT NO. 1372 IN BOOK D-1111 PAGE 702, OFFICIAL RECORDS.
City Hall Property:
Parcel 3A
THE SOUTHERLY 360 FEET OF LOT 177 OF MONTEBELLO, IN THE CITY OF
MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 3B
THE SOUTHERLY 360 FEET OF THE WESTERLY 155 FEET OF LOT 179 OF MONTEBELLO,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Parcel 3C
THE SOUTHERLY 345 FEET OF THE EASTERLY 175 FEET OF LOT 179 OF MONTEBELLO,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 78, PAGES 19, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM SUCH INTERESTS IN OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND SUCH OTHER RIGHTS IN SAID LAND AS WERE GRANTED TO UNION OIL COMPANY OF CALIFORNIA, BY DEED RECORDED APRIL 12, 1956 AS DOCUMENT NO. 3614 IN BOOK 40872 PAGE 61, OFFICIAL RECORDS. BY DEED DATED JULY 11, 1963 AND RECORDED AUGUST 20, 1963 AS INSTRUMENT NO. 5442, IN BOOK D- 2152 PAGE 609, OFFICIAL RECORDS, THE RIGHTS AND INTERESTS ABOVE GRANTED
WERE RELEASED AND QUITCLAIMED AS TO THE SURFACE OF SAID LAND AND THE TOP 500 FEET OF THE SUBSURFACE, MEASURED VERTICALLY DOWNWARD FROM THE SURFACE THEREOF.
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4886-1775-6454v6/200907-0002
ALSO EXCEPT THE REMAINING INTEREST IN: (1) ALL OIL, GAS, AND OTHER
HYDROCARBON SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (2} THE RIGHT TO
INJECT OR INTRODUCE FROM TIME TO TIME, STORE THEREIN AND SUBSEQUENTLY
REMOVE FROM SAID LAND ANY OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES UNDER AND IN THAT PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; (3) THE LANDOWNER'S ROYALTIES
UNDER THE EXISTING OIL AND GAS LEASE COVERING SAID LAND, WITHOUT,
HOWEVER, ANY RIGHT OF ENTRY UPON OR USE OF THE SURFACE OF SAID LAND
WITH RESPECT TO ANY OF THE RIGHTS HEREIN RESERVED, AS RESERVED BY
BENEDICTINE FATHERS OF MONTEBELLO, LOS ANGELES COUNTY, CALIFORNIA, A RELIGIOUS CORPORATION, IN THE DEED RECORDED FEBRUARY 2, 1961 AS INSTRUMENT NO. 1372 IN BOOK D-1111 PAGE 702, OFFICIAL RECORDS.
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4886-1775-6454v6/200907-0002
EXHIBIT B
2022A BASE RENTAL PAYMENT SCHEDULE
Interest Payment Date*
Principal
Component
Interest
Component
Total
Base Rental
* Base Rental Payments to be made no later than the Base Rental Deposit Date preceding each Interest Payment Date.
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4886-1775-6454v6/200907-0002
EXHIBIT C
DESCRIPTION OF THE PROJECT
Montebello Golf Course Project. The Project consists of the replacement of the City’s existing 18- hole, 72.5-acre golf course. The Project will include a new 9-hole championship golf course with a putting green complex and a new 6-hole, par 3 golf course with lights.
Stradling Yocca Carlson & Rauth
Draft of 9/1/2022
4882-8680-6566v5/200907-0002
RECORDING REQUESTED BY:)
County of Los Angeles )
AND WHEN RECORDED MAIL TO:)
Stradling Yocca Carlson & Rauth )
660 Newport Center Drive, Suite 1600 )
Newport Beach, California 92660 )
Attention: Vanessa S. Legbandt, Esq. )
[Space above for recorder’s use.]
This First Amendment to Assignment Agreement is
recorded for the benefit of the City of Montebello 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.
FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
Dated ___________ 1, 2022
by and between
MONTEBELLO PUBLIC FINANCING AUTHORITY
and
THE BANK OF NEW YORK MELLO TRUST COMPANY, N.A.
as Trustee
relating to the
$___________
Montebello Public Financing Authority
Lease Revenue Bonds
Series 2022A
1 4882-8680-6566v5/200907-0002
FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
This FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (the “First Amendment to Assignment Agreement”) is made and entered into as of _______ 1, 2022, by and between the MONTEBELLO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”). This First Amendment to Assignment Agreement amends, in part, the Assignment Agreement, dated as of September 1, 2014, and recorded in the official records of the County of Los Angeles (the “County”) on September 10, 2014 as Document No. 20140948076 (the “2014 Assignment Agreement,” and together with the First Amendment to Assignment Agreement, the “Assignment Agreement”) by and between the Authority and the Trustee.
W I T N E S S E T H :
WHEREAS, in order to prepay and defease certain outstanding certificates of participation previously executed and delivered by the City of Montebello (the “City”), the Authority issued its Lease Revenue Refunding Bonds, Series 2014A (the “Series 2014A Bonds”) pursuant to an Indenture, dated as of September 1, 2014 (the “Original Indenture”), its Lease Revenue Refunding Bonds, Series 2014B (the “Series 2014B Bonds”) pursuant to a First Supplemental Indenture, dated as of September 1, 2014 (the “First Supplemental Indenture”) and Lease Revenue Refunding Bonds, Series 2014C (Taxable) (the “Series 2014C Bonds” and collectively with the Series 2014A Bonds and the Series 2014B Bonds, the “2014 Bonds”) pursuant to a Second Supplemental Indenture, dated as of September 1, 2014 (the “Second Supplemental Indenture,” and collectively with the Original Indenture and the First Supplemental Indenture, the “2014 Indenture”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, in connection with the issuance of the 2014 Bonds, the Authority and the City entered into the Site and Facility Lease, dated as of September 1, 2014 and recorded in the official records of the County on September 10, 2014 as Document No. 20140948072 (the “2014 Site Lease”) whereby the City agreed to lease to the Authority the City Hall and Police Department of the City, located at 1600 W. Beverly Boulevard in the City (the “Existing Leased Property”); and WHEREAS, the Authority and the City entered into the Lease Agreement, dated as of September 1, 2014 (the “Original Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948073, as amended by the First Amendment to Lease Agreement, dated as of September 1, 2014 (the “First Amendment to Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948074, and the Second Amendment to Lease Agreement, dated as of September 1, 2014 (the “Second Amendment to Lease Agreement” and together with the Original Lease Agreement and the First Amendment to Lease Agreement, the “2014 Lease Agreement”) and recorded in the official records of the County on September 10, 2014 as Document No. 20140948075, pursuant to which the City leased the Existing Leased Property back from the Authority; and WHEREAS, the City and the Authority desire to finance the costs of the acquisition, construction and/or installation of improvements at the City’s municipal golf course (the “Project”) and related improvements, facilities and equipment; and
2 4882-8680-6566v5/200907-0002
WHEREAS, in order to finance the Project, the City will lease certain additional real property and the improvements located thereon (together with the Existing Leased Property, the “Leased Property”) pursuant to the 2014 Site Lease, as amended by the First Amendment to Site and Facility Lease, dated of even date herewith and recorded concurrently herewith (the “First Amendment to Site Lease” and together with the 2014 Site Lease, the “Site Lease”), and the City will sublease the Leased Property back from the Authority pursuant to the 2014 Lease Agreement, as amended by the Third Amendment to Lease Agreement dated of even date herewith and recorded concurrently herewith (the “Third Amendment to Lease Agreement,” and collectively with the 2014 Lease Agreement, the “Lease Agreement”); and
WHEREAS, the Authority and the Trustee desire to amend the 2014 Assignment Agreement to include all of the Leased Property in Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration, it is hereby mutually agreed as follows:
SECTION 1. Definitions. Unless the context otherwise requires, the capitalized terms used herein which are not defined herein shall have the meanings referenced in the 2014 Assignment Agreement.
SECTION 2. Leased Property. Exhibit A to the 2014 Assignment Agreement is hereby deleted in its entirety and replaced by Exhibit A hereto. From and after the date of recordation hereof, the Leased Property shall consist of the real property described in Exhibit A hereto and all improvements thereon, and all rights appurtenant thereto, and subject, however, to any conditions, reservations, and easements of record as of the date hereof. All references in the Assignment Agreement to Leased Property shall refer to the Leased Property described in Exhibit A hereto.
SECTION 3. No Other Amendments. Except as expressly set forth in Section 2 above, all other provisions of the Assignment Agreement remain in full force and effect.
SECTION 4. Counterparts. This First Amendment to Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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4882-8680-6566v5/200907-0002
IN WITNESS WHEREOF, the Authority and the Trustee have caused this First Amendment to Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
MONTEBELLO PUBLIC FINANCING
AUTHORITY
By:
Executive Director
ATTEST:
Secretary
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Officer
4882-8680-6566v5/200907-0002
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 LOS ANGELES )
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
4882-8680-6566v5/200907-0002
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 LOS ANGELES )
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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EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY
All that certain real property situated in the City of Montebello, County of Los Angeles, State of California, described as follows:
Fire Station No. 56 Property:
PARCEL 1A: APN: A PORTION OF 6352-005-903 LOT 1 OF TRACT NO. 11691, IN THE CITY
OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 1B: APN: THE REMAINDER OF 6352-005-903 THE SOUTH ONE-HALF OF LOT 2 OF TRACT NO. 11691, IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL PETROLEUM, OIL, ASPHALTUM, GAS AND OTHER
HYDROCARBON SUBSTANCES, IN AND UNDER SAID LAND AS RESERVED IN DEED RECORDED JULY 31, 1940, AS INSTRUMENT NO. 488, IN BOOK 17617 PAGE 265, OF OFFICIAL RECORDS.
PARCEL 1C: APN: 6352-005-905 THE WESTERLY 40 FEET OF LOT 3 OF TRACT NO. 11691,
IN THE CITY OF MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
EXCEPT THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND
ALL OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE FOLLOWING DEED RECORDED: JULY 23, 1940, AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362, NOVEMBER 04, 1942, AS INSTRUMENT NO. 512, IN BOOK 19628 PAGE 246 AND JULY 25, 1946, IN BOOK 23497 PAGE 66, ALL OF OFFICIAL RECORDS.
PARCEL 2D: APN: 6352-005-904 LOT 3 OF TRACT NO. 11691, IN THE CITY OF
MONTEBELLO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 211 PAGE 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE NORTHERLY 50 FEET THEREOF.
ALSO EXCEPT THEREFOM THE WESTERLY 40 FEET THEREOF. ALSO EXCEPT
THEREFROM THE INTEREST IN THE PETROL, OIL, ASPHALTUM AND GAS AND ALL
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND EXCEPTED IN THE DEED RECORDED JULY 23, 1940 AS INSTRUMENT NO. 551, IN BOOK 17582 PAGE 362 OF OFFICIAL RECORDS.