Agenda packet — Paramount City Council, May 27, 2025 (part 1 of 2)

Agenda
City Council
May 27, 2025
Adjourned Meeting – Progress Park Plaza Auditorium - 5:00 PM 15500 Downey Avenue Paramount, CA 90723 (562) 220-2000 www.paramountcity.gov

PUBLIC PARTICIPATION NOTICE
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Any document distributed to a majority of the City Council regarding any item on this agenda after distribution of the agenda packet will be made available in the City Clerk’s office during normal business hours at City Hall located at 16400 Colorado Ave., Paramount, CA 90723. In addition, such documents will be posted on the City’s website at www.paramountcity.gov/government/city-council/meeting-agendas-minutes/.

CALL TO ORDER: Mayor Peggy Lemons
PLEDGE OF ALLEGIANCE: Alicia Anderson, President
Paramount Unified School District Board of Education

ROLL CALL OF
COUNCILMEMBERS:

Councilmember Isabel Aguayo
Councilmember Annette C. Delgadillo
Councilmember Vilma Cuellar Stallings
Vice Mayor Brenda Olmos
Mayor Peggy Lemons
Agenda May 27, 2025
Adjourned Meeting City Council Page 2

PRESENTATIONS

1. PRESENTATION PARAMOUNT EDUCATION PARTNERSHIP
• PEP Board of Directors
• PEP Scholarship Selection Committee
• PEP Donors
• Recognition of PEP Scholarship Recipients

2. RECOGNITION EDUCATION MONTH
• Valedictorian, Paramount High School, Class of 2025
• Salutatorian, Paramount High School, Class of 2025
• Valedictorian, Odyssey STEM Academy, Class of 2025
• Salutatorian, Odyssey STEM Academy, Class of 2025
• The Gates Scholarship Recipients
• Dell Scholars Program Awardee
• Top 25 Paramount High School Academic Students, Class of 2025
• Top 5 Odyssey STEM Academy Students, Class of 2025
• Top 2 Buena Vista High School Academic Students, Class of 2025
• Top 5 Paramount High School Momentum Students, Class
of 2025

CITY COUNCIL PUBLIC COMMENT UPDATES

PUBLIC COMMENTS

CONSENT CALENDAR
All items under the Consent Calendar may be enacted by one motion. Any item may be removed from the Consent Calendar and acted upon separately by the City Council.

3. APPROVAL APPLICATIONS FOR FIREWORKS PERMITS – 2025
Recommended Action: Approve the applications to sell fireworks submitted by the eight eligible community groups.

4. APPROVAL APPROPRIATION FOR CAL FIRE GRANT AWARD AND
AMENDMENT NO. 1 TO THE AGREEMENT WITH TREE PEOPLE

FOR THE REVISED SCOPE OF WORK FOR MANAGEMENT OF

THE URBAN FOREST MANAGEMENT PLAN PROGRAM
Recommended Action:

A) Approve an appropriation in the amount of $170,000 to the FY 2024-25 Public Works Landscape Division’s operating budget, based on the remainder of the CAL FIRE Urban and Community Forestry grant award; and
B) Approve Amendment No. 1 to the agreement with TreePeople for management of the Urban Forest Management Plan Program and authorize the Mayor or her designee to execute the amendment.

Agenda May 27, 2025
Adjourned Meeting City Council Page 3

5. ORDINANCE
1199

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
PARAMOUNT, APPROVING ZONE CHANGE NO. 250,
CHANGING THE OFFICIAL ZONING MAP FROM R-1 (SINGLEFAMILY RESIDENTIAL) TO M-2 (HEAVY MANUFACTURING) ON VACANT LAND NORTH OF 13900 ORANGE AVENUE
IDENTIFIED AS APNS 6236-003-901 AND 6236-003-902
Recommended Action: Read by title only, waive further reading, and adopt Ordinance No. 1199.

NEW BUSINESS

6. PUBLIC HEARING

RESOLUTION
25:017

AUTHORIZING THE ISSUANCE OF LOCAL MEASURE M

TRANSPORTATION SALES TAX REVENUE BONDS (IN AN

AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$10,500,000) BY THE PARAMOUNT PUBLIC FINANCING

AUTHORITY TO FINANCE STREET AND ROADWAY

IMPROVEMENTS AT VARIOUS SITES IN THE CITY OF

PARAMOUNT
Recommended Action: Adopt Resolution No. 25:017, a resolution of the City Council of the City of Paramount authorizing the execution and delivery by the City of Paramount of an installment sale agreement, a trust agreement, and a bond purchase
agreement in connection with the issuance by the Paramount Public Financing Authority of its local Measure M transportation sales tax revenue bonds in one or more series or subseries, approving the issuance of such bonds in an aggregate principal amount of not to exceed $10,500,000, and authorizing the execution of final and necessary documents and certificates and related actions.

7. RECEIVE AND FILE PARAMOUNT PUBLIC ART MASTER PLAN
Recommended Action: Receive and file.

8. PUBLIC HEARING

ORDINANCE
1200

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

PARAMOUNT APPROVING ZONING ORDINANCE TEXT
AMENDMENT NO. 35, AMENDING SECTION 17.04.010
(DEFINITIONS) AND REPEALING AND REPLACING CHAPTER

17.112 OF TITLE 17 OF THE PARAMOUNT MUNICIPAL CODE IN

ITS ENTIRETY TO ESTABLISH REVISED REGULATIONS FOR

ART IN PUBLICLY ACCESSIBLE PLACES ON PRIVATE

PROPERTY AND IN PUBLIC PLACES IN THE CITY OF

PARAMOUNT
Recommended Action: Read by title only, waive further reading, introduce Ordinance No. 1200 and place it on the June 10, 2025 agenda for adoption.

Agenda May 27, 2025
Adjourned Meeting City Council Page 4

ENVIRONMENTAL SUSTAINABILITY NEW BUSINESS

9. ORDINANCE
1201

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
PARAMOUNT AMENDING SECTION 13.04.150 (PROTECTION
OF PUBLIC WATER SUPPLY) OF ARTICLE 3 (RULES AND
REGULATIONS) OF CHAPTER 13.04 (WATER WORKS SYSTEM)

OF THE CITY MUNICIPAL CODE REGARDING WATER SUPPLY

CROSS-CONNECTIONS, AND MAKING A DETERMINATION

THAT THE ORDINANCE IS EXEMPT UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT
Recommended Action: Read by title only, waive further reading, introduce Ordinance No. 1201, and place it on the June 10, 2025 agenda for adoption.

COMMENTS/COMMITTEE REPORTS

CLOSED SESSION

ADJOURNMENT
To a meeting on June 10, 2025 at 6:00 PM in the Council Chamber at City Hall, 16400 Colorado Ave., Paramount, CA
Americans with Disabilities Act: In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk’s office at (562) 220-2225 at least 48 hours prior to the meeting to enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Note: Physical hard copies of agenda items are on file in the City Clerk’s office and are available for public inspection during normal business hours. Materials related to an item on this Agenda submitted after distribution of the agenda packet are also available for public inspection during normal business hours in the City Clerk’s office. The office of the City Clerk is located at City Hall, 16400 Colorado Avenue, Paramount.

To: Honorable City Council
From: John Moreno, City Manager
By: Yecenia Guillen, Community Services
Director
Date: May 27, 2025
SUBJECT: PARAMOUNT EDUCATION PARTNERSHIP
In celebration of Education Month, the Paramount Education Partnership (PEP) Board of Directors, Scholarship Selection Committee, and Scholarship donors over $2,500 will be recognized for their contribution to this program. Additionally, the PEP Scholarship awardees will be recognized or their achievements.
• PEP Board of Directors
• PEP Scholarship Selection Committee
• PEP Donors
• Recognition of PEP Scholarship Recipients
To: Honorable City Council
From: John Moreno, City Manager
By: Yecenia Guillen, Community Services
Director
Date: May 27, 2025
SUBJECT: EDUCATION MONTH
In celebration of Education Month in the City of Paramount, the City Council will recognize Paramount Unified School District students for their notable accomplishments during the 2024-2025 school year.
• Valedictorian, Paramount High School, Class of 2025
• Salutatorian, Paramount High School, Class of 2025
• Valedictorian, Odyssey STEM Academy, Class of 2025
• Salutatorian, Odyssey STEM Academy, Class of 2025
• Gates Scholarship Recipients
• Dell Scholars Program Awardee
• Top 25 Paramount High School Academic Students, Class of 2025 • Top 5 Odyssey STEM Academy Students, Class of 2025
• Top 2 Buena Vista High School Academic Students, Class of 2025 • Top 5 Paramount High School Momentum Students, Class of 2025 To: Honorable City Council
From: John Moreno, City Manager
By: John King, AICP, Planning Director
Rick Baptista, Building and Safety
Manager
Date: May 27, 2025
SUBJECT: APPLICATIONS FOR FIREWORKS PERMITS – 2025

BACKGROUND
The eight nonprofit organizations eligible to sell “safe and sane” fireworks within the City of Paramount have submitted applications to operate firework stands prior to the April 1, 2025 deadline. The fireworks stand locations are the same as last year, except for the Church of God of Prophecy location which had to be relocated to their church parking lot at 14743 Garfield Avenue due to the construction in progress at their previous location at the Lindsay Lumber parking lot. As required, these locations are one-quarter mile distance from the next closest fireworks stand.

On January 28, 2025, the City Council adopted Ordinance No. 1193, which revised fireworks stand hour of operations and other fireworks regulations. Per the updated Chapter 8.12 (Fireworks) of the Paramount Municipal Code, no “safe and sane”, fireworks shall be sold or offered for sale except from noon to 10:00 p.m. on June 28th and from 9:00 a.m. to 10:00 p.m. on June 29 through July 4th, inclusive, of each year from a permitted fireworks stand.

DISCUSSION
Provided below is a list of the eight nonprofit groups and the proposed locations of their respective fireworks stands:

Organization/Primary Mailing Address Fireworks Stand Location Church of God of Prophecy
14743 Garfield Avenue
14743 Garfield Avenue
Downey Avenue Foursquare Church (Lifegate)
13376 Downey Avenue
13376 Downey Avenue
Downey Avenue Foursquare
Church
Emmanuel Reformed Church
15941 Virginia Avenue
15717 Downey Avenue
Rite-Aid
Agenda Report May 27, 2025
FIREWORKS PERMITS 2025 Page 2
Conditions of Approval
Upon City Council approval, each of the organizations must comply with the following conditions to open and operate fireworks stands:

1. Obtain the necessary approval and permits for a temporary fireworks stand from the Building and Safety Division of the Planning Department.

2. Comply with all applicable sections of Chapter 8.12 (Fireworks) of the Paramount Municipal Code.

3. Comply with the provisions of the State Fireworks Law, Rules, and Regulations of the State Fire Marshal.

FISCAL IMPACT
None.

First Assembly of God
16215 Orizaba Avenue
7922 Rosecrans Avenue
S/W corner of Rosecrans/
Paramount
Knights of Columbus
15339 Paramount Boulevard
16229-16289 Paramount
Boulevard
Town Center West
(Northgate)
Paramount Elks Club #1804
8108 Alondra Boulevard
Praise Chapel Paramount (Reach Church)
8043 Madison Street
Paramount Lions Club
PO Box 1100, Paramount, CA
8066 Alondra Boulevard
Paramount Elks Club
13120 Downey Avenue
Super A Foods
8330 Alondra Boulevard
Agenda Report May 27, 2025
FIREWORKS PERMITS 2025 Page 3

RECOMMENDED ACTION
Approve the applications to sell fireworks submitted by the eight eligible community groups.

To: Honorable City Council
From: John Moreno, City Manager
By: Adriana Figueroa, Public Works Director
Date: May 27, 2025
SUBJECT: APPROPRIATION FOR CAL FIRE GRANT AWARD AND AMENDMENT NO. 1 TO THE AGREEMENT WITH TREE PEOPLE FOR THE REVISED

SCOPE OF WORK FOR MANAGEMENT OF THE URBAN FOREST

MANAGEMENT PLAN PROGRAM

BACKGROUND
At the November 16, 2021 meeting, City Council authorized the submittal of a grant application for the Urban and Community Forestry Grant program, funded by the California Department of Forestry and Fire Protection (CAL FIRE) through the State’s Greenhouse Gas Reduction Fund for the development of the City’s first Urban Forest Management Plan (UFMP). The application was submitted in partnership with TreePeople, an environmental non-profit organization, with the City as the lead agency.

The grant in the amount of $283,490.94 was awarded to the City in calendar year 2022.

The development and implementation of a UFMP offers numerous benefits, including improved air and water quality, reduced energy consumption, enhanced aesthetics, and property values, while also promoting biodiversity and providing habitat for wildlife. In alignment with the City’s Climate Action Plan (CAP), the UFMP endeavors to evaluate and expand the City’s tree inventory and mitigate the heat island effect caused by extreme heat days.

At the May 3, 2022 meeting, City Council approved an agreement between the City and TreePeople for the development and implementation of the UFMP, through the Management of the Urban Forest Management Plan Program (Program). As part of this approval, the City did not incur any costs as funding for all TreePeople services were covered by this grant award secured from CAL FIRE.

Subsequent to its approval, all efforts were kicked off to develop, adopt and effectively implement the City’s UFMP in September 2023. The plan reflects community perspective through the results of surveys that were conducted at various workshops, including the City’s Eco-Friendly Fair. As part of the grant, TreePeople also worked with the City to revise its tree care ordinance to include robust guidelines and provisions aimed at preserving mature trees while also streamlining the approach for planting new trees in priority areas.

Agenda Report May 27, 2025
APPROPRIATION FOR CAL FIRE GRANT AND AMENDMENT NO. 1 Page 2

DISCUSSION
As this grant program concludes, the City has successfully planted 400 new trees throughout various areas in the City, including commercial and residential neighborhoods and parks, that offer a healthy urban forest with trees and widespread canopy cover to help enhance resilience to climate change for our community.

Funding to support this project was budgeted in prior fiscal years. This grant is now reaching the end of its term and per the parameters of this grant program, the final payment shall not exceed $169,913.33, which corresponds with the total grant allocation of $283,490.94.

Amendment No.1 to the Agreement with TreePeople
While grant implementation efforts were underway, TreePeople identified an opportunity to extend the tree care plan for the newly planted trees, which was not included in the original agreement for the Program. As part of this, the City pursued and received approval under the existing CAL FIRE grant to incorporate a post-grant tree maintenance plan. This plan includes biweekly to monthly tree care visits to ensure the long-term health and success of the trees.

Therefore, this Amendment will formalize the expansion in project scope. No additional funding is required, as the associated costs have been accounted for within the existing grant budget.

FISCAL IMPACT
Grant funding to cover the remainder of the TreePeople activities was not included in the Fiscal Year (FY) 2024-25 City Council adopted operating budget. Therefore, an appropriation of $169,913.33 will need to be added to the FY 2024-25 Public Works Landscape Division’s operating budget to cover the remaining TreePeople invoices; these invoices will be reimbursed from the CAL FIRE grant funding.

The City receives quarterly reimbursement from CAL FIRE for costs incurred out of the development and implementation of UFMP activities outlined in the Urban and Community Forestry Grant program. With this anticipated reimbursement, revenues and expenditures will be offset for these activities.

VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity and guidelines; and provide the framework for policy decision making. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No Agenda Report May 27, 2025
APPROPRIATION FOR CAL FIRE GRANT AND AMENDMENT NO. 1 Page 3 5: Attractive and Well-Maintained Infrastructure - Develop and maintain City-owned infrastructure, parks, facilities, and amenities that enhance quality of life and the attractiveness of the community.

RECOMMENDED ACTION
A) Approve an appropriation in the amount of $170,000 to the FY 2024-25 Public Works Landscape Division’s operating budget, based on the remainder of the CAL FIRE Urban and Community Forestry grant award; and
B) Approve Amendment No. 1 to the agreement with TreePeople for management of the Urban Forest Management Plan Program and authorize the Mayor or her designee to execute the amendment.
-1-

FIRST AMENDMENT TO THE SERVICES AGREEMENT WITH TREEPEOPLE FOR

MANAGEMENT OF THE URBAN FOREST MANAGEMENT PLAN PROGRAM
THIS FIRST AMENDMENT TO AGREEMENT WITH TREEPEOPLE (“AMENDMENT”) is made and entered into this 27th day of May, 2025 between the City of Paramount, a municipal corporation in Los Angeles County, California, (hereinafter "CITY") and TreePeople. with its primary office located at 12601 Mulholland Drive Beverly Hills, CA 90210 (hereinafter "CONTRACTOR") (collectively, "the Parties"), and amends that certain agreement between CONTRACTOR and CITY approved by the City Council on May 03, 2022 (“AGREEMENT”).

RECITALS
WHEREAS, CITY and CONTRACTOR entered into an Agreement on May 03, 2022, whereby CONTRACTOR would provide the City with consultant management services in connection with the City’s Urban Forest Management Plan Program; and WHEREAS, CITY and CONTRACTOR each desire to amend the scope of services and compensation of said Agreement as outlined in Exhibit A.

NOW, THEREFORE, BE IT AMENDED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. DESCRIPTION OF SERVICES
Is hereby amended so that CONTRACTOR shall provide post-grant tree maintenance as more particularly described in hereto as Exhibit A. In the event of any conflict between CONTRACTOR’s proposal and this AMENDMENT, the terms of the AGREEMENT shall apply.

2. Term. The term of this agreement will be extended for a period of one (1) year, which shall conclude on May 30, 2026.

3. Full Force and Effect. Except as herein modified, all other provisions of the AGREEMENT dated May 03, 2022, shall remain unmodified and continue in full force and effect.

4. Counterparts. This AMENDMENT may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute but one instrument. A facsimile signature shall be deemed an original signature.

IN WITNESS HEREOF, the CITY and CONTRACTOR have executed this AGREEMENT as of the date first herein above set forth.
-2-

CITY OF PARAMOUNT TREEPEOPLE
By: By:

Peggy Lemons, Mayor
ATTEST:

By:

Heidi Luce, City Clerk
APPROVED AS TO FORM:

By:

Nicholas R. Ghirelli, City Attorney
-3-

EXHIBIT A
05/08/2025
Adriana Figueroa
Director of Public Works
City of Paramount
16400 Colorado Ave.

Paramount, CA 90723
transmitted via email
Dear Adriana,
CAL FIRE’s Urban and Community Forestry grant program allows for grantees to expense “post-grant tree maintenance” as a part of the final payment request. The post-grant tree maintenance is to provide tree care such as watering, re-staking, and structural pruning to the recently planted trees from the grant. The City budgeted $20,000 for post-grant tree maintenance to conduct tree care for the grant’s 400 recently planted trees through CAL FIRE grant 8GA21427.

It was agreed that TreePeople would be contracted to conduct tree care for at least one year post-grant - as the organization that planted the trees and has been conducting tree care to date.

TreePeople will conduct tree care visits to every tree on a biweekly to monthly basis. This will be critical during the summer months to ensure the trees are established through the hot and dry period. Tree care will include the activities stated above and, as needed, TreePeople will conduct tree replacements.

We look forward to ensuring the long-term success of trees planted as a part of this grant.

Please let me know if you need any additional information by reaching out to David Pineda at [email protected].

Sincerely,
Daniel Berger
Executive Director
treepeople.org 12601 Mulholland Drive, Beverly Hills, CA 90210 To: Honorable City Council
From: John Moreno, City Manager
By: Heidi Luce, City Clerk
Date: May 27, 2025
SUBJECT: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PARAMOUNT, APPROVING ZONE CHANGE NO. 250, CHANGING THE
OFFICIAL ZONING MAP FROM R-1 (SINGLE-FAMILY RESIDENTIAL) TO M-2 (HEAVY MANUFACTURING) ON VACANT LAND NORTH OF 13900 ORANGE AVENUE IDENTIFIED AS APNS 6236-003-901 AND 6236-003- 902

BACKGROUND
The City Council, at its regularly scheduled meeting on May 13, 2025, introduced Ordinance No. 1199 and placed it on the May 27, 2025 agenda for adoption.

ORDINANCE NO. 1199
“AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
PARAMOUNT, APPROVING ZONE CHANGE NO. 250, CHANGING THE
OFFICIAL ZONING MAP FROM R-1 (SINGLE-FAMILY RESIDENTIAL) TO M-2 (HEAVY MANUFACTURING) ON VACANT LAND NORTH OF 13900 ORANGE AVENUE IDENTIFIED AS APNS 6236-003-901 AND 6236-003- 902”

DISCUSSION
Ordinance No. 1199, as shown above, is presented for adoption at tonight’s meeting. The agenda report from the May 13, 2025, meeting is attached for reference.

FISCAL IMPACT
None.

Agenda Report May 27, 2025
ORDINANCE NO. 1199 Page 2

RECOMMENDED ACTION
Read by title only, waive further reading, and adopt Ordinance No. 1199.

26. ORDINANCE APPROVING ZONE CHANGE NO. 250, CHANGING THE OFFICIAL ZONING MAP FROM R-1 (SINGLE-FAMILY
RESIDENTIAL) TO M-2 (HEAVY MANUFACTURING) ON
VACANT LAND NORTH OF 13900 ORANGE AVENUE
IDENTIFIED AS APNS 6236-003-901 AND 6236-003-902
Recommended Action: Read by title only, waive further
reading, introduce Ordinance No. 1199, and place it on the May 27, 2025 agenda for adoption.

To: Honorable City Council
From: John Moreno, City Manager
By: John King, AICP, Planning Director
Date: May 13, 2025
SUBJECT: APPROVING ZONE CHANGE NO. 250, CHANGING THE OFFICIAL ZONING MAP FROM R-1 (SINGLE-FAMILY RESIDENTIAL) TO M-2
(HEAVY MANUFACTURING) ON VACANT LAND NORTH OF 13900
ORANGE AVENUE IDENTIFIED AS APNS 6236-003-901 AND 6236-003- 902

BACKGROUND
This item is a request for the City Council to approve Zone Change No. 250, changing the official Zoning Map from R-1 (Single-Family Residential) to M-2 (Heavy Manufacturing) on vacant land north of 13900 Orange Avenue identified as APNs 6236- 003-901 and 6236-003-902.

Zone changes are processed in compliance with State law and Chapter 17.52 of the Paramount Municipal Code.

On April 2, 2025, the Planning Commission recommended that the City Council approve the request.

The two properties have been vacant for decades since the discontinuation of the Pacific Electric Railway on May 25, 1958.

Below is an aerial photo showing the subject properties in a red boundary.

Agenda Report May 13, 2025
ORDINANCE NO. 1199/ZONE CHANGE NO. 250 Page 2

DISCUSSION
The current R-1 zone allows for housing. As housing is not feasible or practical at this location, the City is proposing to change the zone to M-2. Although an application has not been formally submitted, one idea under serious consideration is the possible permitting of a digital billboard. Such billboards are not allowed in residential zones.

Upon approval of this item, the proposed zone will be consistent with the General Plan Land Use Designation of Railroad Right-of-way. Given the existing M-2-zoned properties to the south, the project will not be out of character with the surrounding zoning and the Paramount General Plan.

Environmental Assessment
This project is exempt from the provisions of the California Environmental Quality Act per Section 15061(b)(3) – general rule that CEQA only applies to projects which have the potential for causing a significant effect on the environment.

FISCAL IMPACT
None.

Agenda Report May 13, 2025
ORDINANCE NO. 1199/ZONE CHANGE NO. 250 Page 3

RECOMMENDED ACTION
Read by title only, waive further reading, introduce Ordinance No. 1199, and place it on the May 27, 2025 agenda for adoption.

CITY OF PARAMOUNT

LOS ANGELES COUNTY, CALIFORNIA
ORDINANCE NO. 1199

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
PARAMOUNT, APPROVING ZONE CHANGE NO. 250, CHANGING THE
OFFICIAL ZONING MAP FROM R-1 (SINGLE-FAMILY RESIDENTIAL) TO M-2 (HEAVY MANUFACTURING) ON VACANT LAND NORTH OF 13900 ORANGE AVENUE IDENTIFIED AS APNS 6236-003-901 AND 6236-003- 902
WHEREAS, the Zoning Ordinance of the City of Paramount, including the Zoning Map, was adopted by Ordinance No. 178 on February 20, 1962 by the City Council; and WHEREAS, the City Council determines that upon applying the principles and practices of land use planning, adoption of this Ordinance No. 1199, approving Zone Change No. 250, should be made to encourage activity that will produce a desirable pattern of growth, encourage the most appropriate use of land, enhance the value of property and promote the health, safety, and general welfare of the public in the best interests of the City; and
WHEREAS, the City Council finds that the proposed Zone Change No. 250 is consistent with desirable land use trends; and

THE CITY COUNCIL OF THE CITY OF PARAMOUNT DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Purpose and Findings. The City Council finds and declares as follows:

A. California Constitution Article XI, Section 7, enables the City of Paramount (“the City”) to enact local planning and land use regulations; and B. The authority to adopt and enforce zoning regulations is an exercise of the City’s police power to protect the public health, safety, and welfare; and C. The authority to adopt and enforce zoning regulations is an exercise of the City’s police power to protect the public health, safety, and welfare; and D. The City desires to ensure that development occurs in a prudently effective manner, consistent with the goals and objectives of the General Plan as updated and adopted by the City Council on August 7, 2007 and reasonable land use planning principles; and
ORDINANCE NO. 1199

Page 2 ends

E. The Planning Commission held a duly noticed public hearing on April 2, 2025 at which time it considered all evidence presented, both written and oral, and at the end of the hearing voted to adopt Resolution No. PC 25:012, recommending that the City Council adopt this Ordinance; and F. The City Council held a duly noticed public hearing on this Ordinance on May 13, 2025, at which time it considered all evidence presented, both written and oral.

SECTION 2. The Recitals set forth hereinabove are true and correct and incorporated herein by reference as if fully set forth herein.

SECTION 3. The official Zoning Map of the City of Paramount adopted by Ordinance No. 178 on February 20, 1962 is amended as shown on the map attached hereto, marked “Exhibit A”, to be zoned M-2 (Heavy Manufacturing). Said change shall be made on the official Zoning Map of the City of Paramount.

SECTION 4. California Environmental Quality Act (CEQA). This ordinance is exempt from CEQA pursuant to exempt from the provisions of the California Environmental Quality Act per Section 15061(b)(3) – general rule that CEQA only applies to projects which have the potential for causing a significant effect on the environment.

SECTION 5. Severability. If any section, subsection, sentence, clause, or phrase in this ordinance or the application thereof to any person or circumstance is for any reason held invalid, the validity of the remainder of the ordinance or the application of such provision to other persons or circumstances shall be adopted thereby. The City Council hereby declares it would have passed this ordinance and each section, subsection, sentence, clause, or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses, or phrases or the application thereof to any person or circumstance be held invalid.

SECTION 6. Effective Date. This Ordinance shall take effect thirty days after its adoption, shall be certified as to its adoption by the City Clerk, and shall be published as required by law together with the names and members of the City Council voting for and against the Ordinance.

PASSED, APPROVED and ADOPTED by the City Council of the City of Paramount this 27th day of May 2025.

Peggy Lemons, Mayor
ORDINANCE NO. 1199

Page 3 ends

ATTEST
Heidi Luce, City Clerk
JEFFERSON ST. COLORADO AVE.

MADISON ST.

PARAMOUNT BLVD
R-1 (Single-Family Residential)
M-1 (Light Manufacturing)
M-2 (Heavy Manufacturing)
Exhibit A
Ordinance No. 1199/Zone Change No. 250
Proposed Zoning
To: Honorable City Council
From: John Moreno, City Manager
By: Lana Dich, Finance Director
Date: May 27, 2025
SUBJECT: AMENDMENT TO THE CITY COUNCIL PRIORITIES EXPENDITURE PLAN

BACKGROUND
At its meeting on March 15, 2022, the City Council approved the City’s American Rescue Plan Act (ARPA) Project Expenditure Plan that encumbered $18,895,185 in ARPA funding for eligible community programs and projects. Of the $18.9 million in ARPA funding allocated to the City of Paramount, $1.5 million was reserved for community priorities. At the November 2, 2023, City Council meeting, the City Council approved a City Council Priorities Expenditure Plan that involved public safety, health education, education assistance, and small business assistance community projects, including an unassigned balance within the expenditure plan.

DISCUSSION
As has been explained in past presentations to the City Council, the City may need to make periodic expenditure plan adjustments to shift expenditures to meet City priorities.

Staff recently analyzed the City Council Priorities Expenditure Plan to determine if any funding amounts needed adjustments. In doing so, staff identified that the baseball field renovation project at Paramount Park, which was originally budgeted at $300,000, is anticipated to cost $150,000.

Additionally, a review of the Business Security Rebate program, originally budgeted at $193,000, has shown low participation even following our extensive public outreach efforts through our social media outlets and e-blast newsletters. Since November 2023, the Public Safety Department has received only three applications. Given those findings, staff proposes adjusting the budgeted amount of the baseball renovation project to $150,000 to match the anticipated cost and adjusting the Business Security Rebate Program to $61,000. The budget adjustment to the Business Security Rebate Program would still provide for 30 rebates for our business community at $2,000. If approved, these adjustments would then increase the unassigned balance of the City Council Priorities Expenditure Plan to $437,004.

With $437,004 designated as unassigned within the City Council Priorities Expenditure Agenda Report May 27, 2025
AMENDMENT TO THE CITY COUNCIL PRIORITIES EXPENDITURE PLAN Page 2 Plan, staff proposes to allocate that unassigned balance to help secure necessary funding for the following CIPs:
• Off-site Improvements for New Sprout and Panera Development (Paramount Gateway) – 15101 Paramount Boulevard
$123,000
A total amount of $400,000 is needed to provide the reimbursement for the off-site improvement work associated with this new commercial development. The FY 2024-25 budget includes $277,000 in 2010A bond proceeds for this project.

Approving the proposed reallocation of $123,000 would fulfill the funding need for this project.
• Civic Center Fountain Upgrade Project
$314,004
A total amount of $710,000 is needed to complete the construction improvement at the Civic Center Fountains, currently underway. The FY 2024-25 budget includes $1,200,000 in General Funds for this project. Approving the proposed reallocation of $314,004 would fulfill the funding need for this project.

Tables 1 and 2 below outline the proposed adjustments to the City Council Priorities Expenditure Plan for consideration of approval.

Agenda Report May 27, 2025
AMENDMENT TO THE CITY COUNCIL PRIORITIES EXPENDITURE PLAN Page 3

FISCAL IMPACT
Funding for the City Council Priorities Expenditure Plan has been budgeted into the Approved Fiscal Year 2024-25 Budget and the Proposed Budget for Fiscal Year 2025-

26. VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity and guidelines; and provide the framework for policy decision making. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No Table 1
Project Status FY25
Budget Balance Adjusments FY25 Budget Balance
Commercial Safety and Security Rebate Program In Progress 111,004.00 (50,004.00) 61,000.00 Public Access Lighting In Progress 100,000.00 100,000.00 Public Safety and Crime Reduction In Progress 106,990.00 106,990.00 Health Education Program In Progress 123,805.00 123,805.00 Baseball/Softball Field Reno In Progress 300,000.00 (150,000.00) 150,000.00 Law Enforcement Tool In Progress 110,000.00 110,000.00
PEP Education Assistance Project Completed - -
Small Business Assistance In Progress - -
Stormwater Improvement Design New Funding Source - -
City Council Priorities Unassigned 237,000.00 200,004.00 437,004.00 Total Fund Balance 1,088,799.00 1,088,799.00
Table 2
Project Status FY25
Budget Balance Adjusments
FY26
Proposed
Budget
Commercial Safety and Security Rebate Program In Progress 111,004.00 61,000.00 Public Access Lighting In Progress 100,000.00 100,000.00 Public Safety and Crime Reduction In Progress 106,990.00 106,990.00 Health Education Program In Progress 123,805.00 123,805.00 Baseball/Softball Field Reno In Progress 300,000.00 150,000.00 Law Enforcement Tool In Progress 110,000.00 110,000.00
PEP Education Assistance Project Completed - -
Small Business Assistance In Progress - -
Stormwater Improvement Design New Funding Source - -
Former Lindsay Lumber/Sprouts Proposed - 123,000.00
Cvic Center Fountain Upgrade Proposed 314,004.00
City Council Priorities Unassigned 237,000.00 (437,004.00) - Total Fund Balance 1,088,799.00 1,088,799.00
Agenda Report May 27, 2025
AMENDMENT TO THE CITY COUNCIL PRIORITIES EXPENDITURE PLAN Page 4 6: Efficient, Effective, and Fiscally Responsible - Deliver an efficient and effective City government in a fiscally responsible, transparent and collaborative manner.

RECOMMENDED ACTION
1) Reassign $200,004 to the unassigned balance in Fiscal Year 2025 as outlined in Table 1, and 2) amend the City Council Priorities Expenditure Plan and appropriate $437,004 from the unassigned balance for Fiscal Year 2026 for the two new projects outlined in Table 2.

To: Honorable City Council
From: John Moreno, City Manager
By: Lana Dich, Finance Director
Date: May 27, 2025
SUBJECT: AUTHORIZING THE ISSUANCE OF LOCAL MEASURE M

TRANSPORTATION SALES TAX REVENUE BONDS (IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,500,000) BY

THE PARAMOUNT PUBLIC FINANCING AUTHORITY TO FINANCE

STREET AND ROADWAY IMPROVEMENTS AT VARIOUS SITES IN THE

CITY OF PARAMOUNT

BACKGROUND
The Los Angeles County Metropolitan Transportation Authority (“LACMTA”) imposes a sales tax in the County of Los Angeles (the “County”), including the City, approved by the voters in the County pursuant to Measure M at an election held on November 8, 2016 (“Measure M”). A portion of the Measure M sales tax revenues are allocated and paid by LACMTA to the County and cities located within the County, including the City of Paramount (the “City”), for the purpose of funding transportation projects that are eligible for funding from Measure M.

The Measure M sales tax is currently 0.5 percent of the gross receipts of the sale.

Measure M also imposes a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax. The Measure M sales tax rate is scheduled to increase to 1 percent on July 1, 2039, following the expiration of LACTMA’s authorization to impose sales taxes pursuant to Measure R.

With the assistance of the Paramount Public Financing Authority (the “Authority”), the City desires to finance all or a portion of the costs of the design, acquisition, installation, and construction of street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M sales tax revenues (collectively, the “Projects”).

Staff is now ready to present, for consideration of the City Council and the Board of Directors of the Authority, a financing that is expected to generate approximately $9.33 million in net bond proceeds to finance all or a portion of the Projects. The debt service on the proposed bonds would be payable solely from the City’s share of Measure M sales tax revenues.

Agenda Report May 27, 2025
RESOLUTION NO. 25:017 Page 2
To proceed with the financing, staff recommends that the following resolutions be adopted:

1. City Council Resolution No. 25:017, entitled “A resolution of the City Council of the City of Paramount authorizing the execution and delivery by the City of Paramount of an Installment Sale Agreement, a Trust Agreement, and a Bond Purchase Agreement in connection with the issuance by the Paramount Public Financing Authority of its Local Measure M Transportation Sales Tax Revenue Bonds in one or more series or subseries, approving the issuance of such Bonds in an aggregate principal amount of not to exceed $10,500,000, and authorizing the execution of final and necessary documents and certificates and related actions;” and

2. Board of Directors Resolution No. PPFA-002-25, entitled “A resolution of the Paramount Public Financing Authority authorizing the execution and delivery by the Authority of an Installment Sale Agreement, a Trust Agreement, and a Bond Purchase Agreement in connection with the issuance of Local Measure M Transportation Sales Tax Revenue Bonds in one or more series or subseries, authorizing the issuance of such Bonds in an aggregate principal amount of not to exceed $10,500,000, and authorizing the execution of final and necessary documents and certificates and related actions,”

DISCUSSION
Public Hearing
In accordance with Section 6586.5(a)(1) of the Government Code, the City must hold a public hearing to consider public testimony concerning the possible issuance of bonds by the Authority to finance certain public capital improvements within the boundaries of the City. The resolutions before the City Council and the Board of Directors this evening approve the sale of bonds by the Authority and find that there are significant public benefits in connection with the Projects, and the associated financing thereof, with bond proceeds.

This meeting has been convened as a joint meeting of the City Council and the Board of Directors of the Authority to allow the City Council, and the Council Members acting in their capacity as the Board of Directors of the Authority, to hold the hearing as described above. As separate bodies, the City of Paramount and the Paramount Public Financing Authority will consider adopting resolutions of each body approving or authorizing the issuance of the bonds by the Authority and approving the form of related financing documents and other actions.

The Projects and the Bonds
The Projects consist of street and roadway improvements located in various sites in the City, and that are eligible for financing under Measure M. Prior to the issuance of Bonds Agenda Report May 27, 2025
RESOLUTION NO. 25:017 Page 3
(as defined below), City Staff will obtain a letter from LACTMA acknowledging that each of the Projects are eligible for financing with the City’s share of Measure M sales taxes.

The Projects are anticipated to consist of median related improvements, which includes engineering design, project management, landscaping, construction of new hardscape and irrigation.

Given the size and scope of the Projects, funding them on a pay-go basis (i.e. waiting to construct the Projects until the City has received sufficient Measure M sales tax revenues to pay for the Projects) would significantly delay the completion of the Projects. It is also likely that delay will result in higher constructions costs due to inflation.

To permit the City to proceed with the construction of the Projects sooner, City staff recommends approving the issuance by the Authority of its Local Measure M Transportation Sales Tax Revenue Bonds (the “Bonds”), to finance all or a portion of the Projects. The principal and interest on the Bonds would be repaid with installment payments to be made by the City to the Authority to purchase the Projects from the Authority over time. The City’s installment payments would be made solely from the City’s annual share of Measure M receipts. Measure M receipts, as and when received by the City, will be applied to make installment payments.

The resolutions before the Council and the Board of Directors this evening approve certain documents and actions needed to authorize the issuance and sale of the Bonds, including the following forms of financing documents together with any changes, insertions or omissions that an Authorized Officer may require or approve. • Installment Sale Agreement: The Installment Sale Agreement between the City and the Authority provides for the Authority to finance the costs of and transfer the completed financed portion of the Projects to the City, in consideration of which the City agrees to make installment payments for the Projects to the Authority in the amounts and on the dates set forth in the Installment Sale Agreement. The installment payments will be due on dates and in amounts to enable the Authority to pay scheduled principal and interest on the Bonds.
• Trust Agreement: The Trust Agreement sets forth the terms and conditions of the Bonds, including the flow of funds, redemption provisions, investment and management of funds and accounts, repayment mechanisms, and the rights and obligations of the City, the Authority, the municipal bond insurer, if any, the trustee (to be selected by Authorized Officers), and the holders of the Bonds. Under the Trust Agreement, the trustee directly receives the installment payments made by the City under the Installment Sale Agreement, which are equal in amount to the interest and principal payments due on the Bonds. The Trustee receives and disburses the installment payments semiannually to holders of the Bonds as payments of interest and principal.

Agenda Report May 27, 2025
RESOLUTION NO. 25:017 Page 4
• Bond Purchase Agreement: The Bond Purchase Agreement among Authority, the City, and Raymond James & Associates, Inc., as the underwriter of the Bonds, sets forth the terms and conditions under which the Bonds will be purchased by Raymond James.

The proposed resolutions include certain not-to-exceed parameters for the Bonds, including a principal amount not exceeding $10,500,000, a true interest cost not exceeding 5.25%, and an underwriter’s discount not exceeding 1.00% of the principal amount of the Bonds. The not-to-exceed principal amount in excess of estimated project proceeds covers costs of issuance, including but not limited to fees of bond counsel, disclosure counsel, the municipal advisor, underwriter’s discount, credit rating, and bond insurance and debt service reserve policy premiums, as and if applicable.

If the City Council and Board of Directors adopt the resolutions approving or authorizing the issuance of Bonds, the financing team will assist City Staff to prepare the Preliminary Official Statement (the offering document for the marketing and sale of the Bonds) and the Continuing Disclosure Certificate (memorializing the City’s agreement to provide certain information to bondholders annually and notices of the occurrence of certain events while the Bonds are outstanding) as well as seeking credit ratings and bond insurance/debt service reserve policies (if applicable). It is presently anticipated that Staff would then bring the Preliminary Official Statement and Continuing Disclosure Certificate for approval by the City Council and Board of Directors in August 2025 and that the Bonds would be sold and delivered in September 2025 at which time the City would receive the Project proceeds.

FISCAL IMPACT
Pursuant to Section 5852.1 of the Government Code, good faith estimates must be disclosed at a public meeting before the authorization of the Bonds. The required good faith estimates for the Bonds were provided by the City’s Municipal Advisor, Kosmont Financial Services, in consultation with Raymond James & Associates, Inc., the Underwriter of the Bonds, and are attached as Exhibit A to the proposed resolutions. The table below summarizes those estimates and includes additional information.

Principal Amount:
$9,960,000
Final Maturity:

May 1, 2055
True interest cost:

4.6488%
Finance charge:
$398,770
Agenda Report May 27, 2025
RESOLUTION NO. 25:017 Page 5
Amount of proceeds to be received:
$9,328,569
Average annual debt service:
$597,029
Total debt service payment amount:
$17,910,883
* These are good faith estimates only and are based on market rates as of May 13, 2025.

Actual results will likely differ based on market conditions as of the actual sale date and other factors. However, for the financing to proceed, the not-to-exceed parameters described in the previous section must be met.

VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity and guidelines; and provide the framework for policy decision making. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No 6: Efficient, Effective, and Fiscally Responsible - Deliver an efficient and effective City government in a fiscally responsible, transparent and collaborative manner.

RECOMMENDED ACTION
Adopt Resolution No. 25:017, a resolution of the City Council of the City of Paramount authorizing the execution and delivery by the City of Paramount of an installment sale agreement, a trust agreement, and a bond purchase agreement in connection with the issuance by the Paramount Public Financing Authority of its local Measure M transportation sales tax revenue bonds in one or more series or subseries, approving the issuance of such bonds in an aggregate principal amount of not to exceed $10,500,000, and authorizing the execution of final and necessary documents and certificates and related actions.

CITY OF PARAMOUNT

LOS ANGELES COUNTY, CALIFORNIA
RESOLUTION NO. 25:017

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARAMOUNT

AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF

PARAMOUNT OF AN INSTALLMENT SALE AGREEMENT, A TRUST

AGREEMENT, AND A BOND PURCHASE AGREEMENT IN

CONNECTION WITH THE ISSUANCE BY THE PARAMOUNT PUBLIC

FINANCING AUTHORITY OF ITS LOCAL MEASURE M

TRANSPORTATION SALES TAX REVENUE BONDS IN ONE OR MORE

SERIES OR SUBSERIES, APPROVING THE ISSUANCE OF SUCH

BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,500,000, AND AUTHORIZING THE EXECUTION OF FINAL AND

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
WHEREAS, the City of Paramount, California (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California;
WHEREAS, the Paramount Public Financing Authority (the “Authority”) is a joint exercise of powers entity duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement, dated as of July 16, 1991 (the “Joint Powers Agreement”), between the City and the Paramount Redevelopment Agency (the “Former Agency”);
WHEREAS, the Former Agency, as of February 1, 2012, has been dissolved and the Successor Agency for the Paramount Redevelopment Agency has become the successor agency of the Former Agency pursuant to Part 1.85 of Division 24 of the California Health and Safety Code and per California Health and Safety Code Section 34178(b)(3), the Joint Powers Agreement remains in effect; WHEREAS, pursuant to the Joint Powers Agreement and Section 6588(h) of the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to issue revenue bonds to assist the City in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever the City determines that there are significant public benefits from so doing; WHEREAS, the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) is authorized by Sections 130350.4 and 130350.5 of the California Public Utilities Code to impose a retail transactions and use tax at a rate of 0.5 percent that is applicable in the incorporated and unincorporated areas of the County of Los Angeles, California (the “County”) if authorized by at least two-thirds of the electors voting on the issue;
RESOLUTION NO. 25:017

Page 2 ends

WHEREAS, in accordance with such provision, LACMTA, on July 24, 2008, adopted Ordinance No. 08-01, known as the Traffic Relief and Rail Expansion Ordinance, Imposing a Transactions and Use Tax to be Administered by the State Board of Equalization (as amended, the “Measure R Ordinance”) imposing the transactions and use tax for a period of 30 years, and the Measure R Ordinance was submitted to the electors of the County in the form of Measure R and approved by greater than a twothirds vote at an election held on November 4, 2008; WHEREAS, the Measure R Ordinance, as so approved, imposed for a period of 30 years, beginning July 1, 2009, a tax upon the sale of tangible personal property at retail at a rate of 1/2 of 1% of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax (the “Measure R Sales Tax”);
WHEREAS, LACMTA is authorized by Section 130350.7 of the California Public Utilities Code to impose a retail transactions and use tax that is applicable in the County, at a rate that, when combined with the Measure R Sales Tax during any period when the Measure R Sales Tax is in effect and upon expiration of the Measure R Sales Tax, shall not exceed one percent, if authorized by at least two-thirds of the electors voting on the issue;
WHEREAS, in accordance with such provision, LACMTA, on July 23, 2016, adopted Ordinance No. 16-01, known as the Los Angeles County Traffic Improvement Plan (as amended, the “Measure M Ordinance”), imposing a transactions and use tax for transportation purposes subject to approval by the electors of the County; WHEREAS, the Measure M Ordinance was submitted to the electors of the County in the form of Measure M and was approved by greater than a two-thirds vote at an election held on November 8, 2016;
WHEREAS, the Measure M Ordinance, as so approved, imposes a tax, beginning July 1, 2017, upon the sale of tangible personal property at retail at a rate of 0.5 percent of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax, with the rate increasing to 1 percent on July 1, 2039, following the expiration of the Measure R Sales Tax (the “Measure M Sales Tax”);
WHEREAS, a portion of the Measure M Sales Tax revenues (as more fully defined in the Trust Agreement, the “Measure M Revenues”) are allocated and paid by LACMTA to the County and cities located within the County (the “Local Agencies”), including the City, for the purpose of funding transportation projects eligible to be funded with Measure M Revenues pursuant to the Measure M Ordinance and the guidelines prepared by LACMTA and disseminated to the Local Agencies, approved by the LACMTA Board on June 22, 2017, as amended (the “Measure M Guidelines”), relating to the administration and use of the Measure M Sales Tax and the Measure M Revenues (the “Measure M Projects”);
RESOLUTION NO. 25:017

Page 3 ends

WHEREAS, under the Measure M Ordinance, the City is entitled to receive Measure M Revenues (the “Measure M Receipts”) in an amount determined pursuant to the Measure M Ordinance and the Measure M Guidelines;
WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, installation, and construction of various street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M Revenues and therefore constitute Measure M Projects (collectively, the “Projects”), and the City has determined that the financing of the Projects is necessary and proper for, and of the common benefit of, the City; WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City;
WHEREAS, the City has, prior to the consideration of this Resolution, held a duly noticed public hearing on the financing of the Projects in accordance with Section 6586.5 of the Act, which hearing was held at 16400 Colorado Avenue, Paramount, California on May 27, 2025 and otherwise complied with Section 6586.5 of the Act; WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Paramount Journal, an adjudicated local newspaper of general circulation in the City; 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 issuance of the Local Measure M Transportation Sales Tax Revenue Bonds, in one or more series or subseries, on a federally tax-exempt or taxable basis (the “Bonds”), for the purpose of financing the Projects;
WHEREAS, to assist the City with the acquisition and construction of the Projects, the Authority will acquire and construct the Projects, using proceeds of the Bonds, for, and sell the Projects to, the City pursuant to an Installment Sale Agreement between the City and the Authority, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Installment Sale Agreement”);
WHEREAS, pursuant to the Installment Sale Agreement, the City will make installment sale payments to acquire the Projects from the Authority (the “2025 Installment Sale Payments”), which payments will be payable solely from Measure M Receipts;
WHEREAS, the City desires to authorize the execution and delivery of additional Contracts, as defined in the Installment Sale Agreement, in the future from time to time for the purpose of financing the design, acquisition and construction of additional Measure M Projects, and for the common benefit of, the City, the payment for which may be made in whole or in part from additional installment sale payments of the City under the Installment Sale Agreement;
RESOLUTION NO. 25:017

Page 4 ends

WHEREAS, the Installment Sale Agreement and the rights thereunder, including the right to receive installment sale payments from the City thereunder, will be assigned by the Authority to a corporate trustee to be selected by the City and the Authority (the “Trustee”), under a Trust Agreement, among the Authority, the Trustee and the City (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Trust Agreement”), pursuant to which the Bonds will be issued; WHEREAS, pursuant to the Trust Agreement, the Bonds will be payable from and secured by Revenues (as defined in the Trust Agreement) which generally consist of installment sale payments made by the City pursuant to the Installment Sale Agreement, including the 2025 Installment Sale Payments, and that are received by the Trustee or the Authority;
WHEREAS, the Authority will issue the Bonds pursuant to the Act; WHEREAS, on June 8, 2021, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), and the obligations under the Installment Sale Agreement as contemplated by this Resolution is in compliance with the Debt Management Policy;
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds;
WHEREAS, the City and the Authority have selected Raymond James & Associates, Inc. to act as underwriter (the “Underwriter”) and to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement, among the Underwriter, the Authority and the City, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Bond Purchase Agreement”);
WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by Kosmont Financial Services (the “Municipal Advisor”) based on preliminary bond pricing information provided by the Underwriter;
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council has examined and approved each document and 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 RESOLUTION NO. 25:017

Page 5 ends

and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARAMOUN AS FOLLOWS:

SECTION 1. Each of the above recitals is true and correct. Following a duly noticed public hearing, the City Council hereby approves the financing of the Projects described in this Resolution and further finds and determines that there are significant public benefits to the citizens of the City through the issuance of the Bonds and execution and delivery of the Installment Sale Agreement pursuant to the Act and otherwise within the meaning of Section 6586(a) through (d), inclusive, of the Act, in that the issuance of the Bonds by the Authority and related transactions will result in demonstrable savings in effective interest rate to the City and enable the City to undertake the Projects on a timely basis, and provide a more efficient delivery of City services to residential and commercial development.

SECTION 2. The form of the Installment Sale Agreement, on file with the City Clerk, is hereby approved, and the Mayor, the Vice Mayor, the City Manager, the Finance Director, and the City Clerk, and each of 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 the Installment Sale Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the 2025 Installment Sale Payments shall not exceed $10,500,000, and the true interest cost for the Bonds is not in excess of 5.25%.

SECTION 3. The form of Trust Agreement, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Trust Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $10,500,000, and the true interest cost for the Bonds is not in excess of 5.25%. In the event that it is determined by the Finance Director, or their designee, that the funding or financing of capitalized interest on the Bonds would be in the best interests of the City, the Trust Agreement may be modified to provide for capitalized interest on such basis as is determined by the Finance Director or their designee, such determination to be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.

SECTION 4. The issuance by the Authority of not to exceed $10,500,000 aggregate principal amount of the Bonds, in one or more series or subseries, on a federally tax-exempt or taxable basis, in the principal amounts, bearing interest at the RESOLUTION NO. 25:017

Page 6 ends

rates and maturing on the dates as specified in the Trust Agreement as finally executed, is hereby approved.

SECTION 5. The form of Bond Purchase Agreement on file with the City Clerk, is hereby approved and the Authorized Officers are each hereby authorized and directed, for and in the name of the City, 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 requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that the underwriter’s discount for the sale of the Bonds shall not exceed 1.00% of the aggregate principal amount of such Bonds.

SECTION 6. Anzel Galvan LLP is hereby approved and appointed as Bond Counsel and Disclosure Counsel, and Kosmont Financial Services is hereby approved and appointed as Municipal Advisor, each to provide such services to the City and any other related services as may be required to issue the Bonds.

SECTION 7. The City hereby declares its intention to cause the enter into the Installment Sale Agreement and to cause the Authority to issue the Bonds in a principal amount not to exceed $10,500,000, the proceeds of which will be used to pay for the costs of the Projects (and related issuance costs), including the reimbursement to the Authority and the City for certain capital expenditures relating to the Projects made prior to the issuance of the Bonds from legally available moneys of the City, including moneys in the City’s General Fund. This Resolution is intended as a declaration of official intent (“Declaration”) to reimburse in accordance with the requirements of Treasury Regulation Section 1.150-2. This Declaration is not being declared as a matter of course or in amounts substantially in excess of the amounts expected to be necessary costs of the Project.

SECTION 8. With the passage of this Resolution, the City hereby confirms that it has adopted a Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the City’s financing described in this Resolution and its obligations under the Installment Sale Agreement as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds is not in compliance with the City’s Debt Management Policy, such noncompliance is waived in accordance with the terms of the City’s Debt Management Policy, and instructs Anzel Galvan LLP, as Bond Counsel, on behalf of the City, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the City, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

SECTION 9. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to execute and deliver any and all documents, which in consultation with City Attorney or with Bond Counsel, they may deem necessary or advisable, in order to consummate the transactions herein authorized and otherwise to RESOLUTION NO. 25:017

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carry out, give effect to and comply with the terms and intent of this Resolution. Anything to the contrary herein notwithstanding, in the event the City Manager or the Finance Director determines in consultation with the Municipal Advisor that the cost efficient marketing of the Bonds requires creation of a funded reserve under the Trust Agreement, each of the Trust Agreement, Installment Sale Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. Specifically and without limiting the foregoing, the City Manager and/or Finance Director is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided they determine acceptance of the best bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance, and, if applicable, a reserve account insurance policy, and the terms thereof, are hereby authorized and approved. All actions heretofore taken by the Authorized Officers and the other officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 10. All actions heretofore taken by any officer, employees and agents of the City with respect to the sale and issuance of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified in all respects.

SECTION 11. The City Council hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

SECTION 12. This Resolution will take effect from and after its date of adoption.

PASSED, APPROVED and ADOPTED by the City Council of the City of Paramount at a meeting held on this 27th day of May 2025.

Peggy Lemons, Mayor
ATTEST:

Heidi Luce, City Clerk
RESOLUTION NO. 25:017

Page 8 ends

I certify that the foregoing Resolution was passed and adopted by the City Council of the City of Paramount at a meeting held on the ___ day of May 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

Peggy Lemons
Mayor
ATTESTED:

Heidi Luce
City Clerk
A-1

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by its Municipal Advisor, Kosmont Financial Services, in consultation with Raymond James & Associates, Inc., the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $9,960,000 (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 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 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 Bonds, is 4.6488%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the City (meaning the cost of the insurance premium will be less than the reduced interest cost to the City), its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $398,770.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $9,328,569.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $17,910,883, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual RESOLUTION NO. 25:017

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A-2
principal amount of the 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 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the 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 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the City’s financing plan, or a combination of such factors.

PARAMOUNT PUBLIC FINANCING AUTHORITY

LOS ANGELES COUNTY, CALIFORNIA
RESOLUTION NO. PPFA-002-25

A RESOLUTION OF THE PARAMOUNT PUBLIC FINANCING

AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE

AUTHORITY OF AN INSTALLMENT SALE AGREEMENT, A TRUST

AGREEMENT, AND A BOND PURCHASE AGREEMENT IN

CONNECTION WITH THE ISSUANCE OF LOCAL MEASURE M

TRANSPORTATION SALES TAX REVENUE BONDS IN ONE OR MORE

SERIES OR SUBSERIES, AUTHORIZING THE ISSUANCE OF SUCH

BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,500,000, AND AUTHORIZING THE EXECUTION OF FINAL AND

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

Page 2 ends

WHEREAS, in accordance with such provision, LACMTA, on July 24, 2008, adopted Ordinance No. 08-01, known as the Traffic Relief and Rail Expansion Ordinance, Imposing a Transactions and Use Tax to be Administered by the State Board of Equalization (as amended, the “Measure R Ordinance”) imposing the transactions and use tax for a period of 30 years, and the Measure R Ordinance was submitted to the electors of the County in the form of Measure R and approved by greater than a twothirds vote at an election held on November 4, 2008; WHEREAS, the Measure R Ordinance, as so approved, imposed for a period of 30 years, beginning July 1, 2009, a tax upon the sale of tangible personal property at retail at a rate of 1/2 of 1% of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax (the “Measure R Sales Tax”);
WHEREAS, LACMTA is authorized by Section 130350.7 of the California Public Utilities Code to impose a retail transactions and use tax that is applicable in the County, at a rate that, when combined with the Measure R Sales Tax during any period when the Measure R Sales Tax is in effect and upon expiration of the Measure R Sales Tax, shall not exceed one percent, if authorized by at least two-thirds of the electors voting on the issue;
WHEREAS, in accordance with such provision, LACMTA, on July 23, 2016, adopted Ordinance No. 16-01, known as the Los Angeles County Traffic Improvement Plan (as amended, the “Measure M Ordinance”), imposing a transactions and use tax for transportation purposes subject to approval by the electors of the County; WHEREAS, the Measure M Ordinance was submitted to the electors of the County in the form of Measure M and was approved by greater than a two-thirds vote at an election held on November 8, 2016;
WHEREAS, the Measure M Ordinance, as so approved, imposes a tax, beginning July 1, 2017, upon the sale of tangible personal property at retail at a rate of 0.5 percent of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax, with the rate increasing to 1 percent on July 1, 2039, following the expiration of the Measure R Sales Tax (the “Measure M Sales Tax”);
WHEREAS, a portion of the Measure M Sales Tax revenues (as more fully desfined in the Trust Agreement, the “Measure M Revenues”) are allocated and paid by LACMTA to the County and cities located within the County (the “Local Agencies”), including the City, for the purpose of funding transportation projects eligible to be funded with Measure M Revenues pursuant to the Measure M Ordinance and the guidelines prepared by LACMTA and disseminated to the Local Agencies, approved by the LACMTA Board on June 22, 2017, as amended (the “Measure M Guidelines”), relating to the RESOLUTION NO. PPFA-002-25

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administration and use of the Measure M Sales Tax and the Measure M Revenues (the “Measure M Projects”);
WHEREAS, under the Measure M Ordinance, the City is entitled to receive Measure M Revenues (the “Measure M Receipts”) in an amount determined pursuant to the Measure M Ordinance and the Measure M Guidelines;
WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, installation, and construction of various street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M Revenues and therefore constitute Measure M Projects (collectively, the “Projects”), and the City has determined that the financing of the Projects is necessary and proper for, and of the common benefit of, the City; WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City;
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 issuance of the Local Measure M Transportation Sales Tax Revenue Bonds, in one or more series or subseries, on a federally tax-exempt or taxable basis (the “Bonds”), for the purpose of financing the Projects;
WHEREAS, to assist the City with the acquisition and construction of the Projects, the Authority will acquire and construct the Projects, using proceeds of the Bonds, for, and sell the Projects to, the City pursuant to an Installment Sale Agreement between the City and the Authority, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Installment Sale Agreement”);
WHEREAS, pursuant to the Installment Sale Agreement, the City will make installment sale payments to acquire the Projects from the Authority (the “2025 Installment Sale Payments”), which payments will be payable solely from Measure M Receipts;
WHEREAS, the Authority understands that the City desires to authorize the execution and delivery of additional Contracts, as defined in the Installment Sale Agreement, in the future from time to time for the purpose of financing the design, acquisition and construction of additional Measure M Projects, and for the common benefit of, the City, the payment for which may be made in whole or in part from additional installment sale payments of the City under the Installment Sale Agreement; WHEREAS, the Installment Sale Agreement and the rights thereunder, including the right to receive installment sale payments from the City thereunder, will be assigned by the Authority to a corporate trustee to be selected by the City and the Authority (the “Trustee”), under a Trust Agreement, among the Authority, the Trustee and the City (such Trust Agreement, in the form presented to this meeting, with such changes, insertions RESOLUTION NO. PPFA-002-25

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and omissions as are made pursuant to this Resolution, being referred to herein as the “Trust Agreement”), pursuant to which the Bonds will be issued; WHEREAS, pursuant to the Trust Agreement, the Bonds will be payable from and secured by Revenues (as defined in the Trust Agreement) which generally consist of installment sale payments made by the City pursuant to the Installment Sale Agreement, including the 2025 Installment Sale Payments, and that are received by the Trustee or the Authority;
WHEREAS, the Authority will issue the Bonds pursuant to the Act; WHEREAS, the Authority and the City may determine that securing the timely payment of the principal of and interest on the Bonds by obtaining a bond insurance policy (a “Bond Insurance Policy”) with respect thereto issued by a municipal bond insurer (a “Bond Insurer”) could be economically advantageous to the City; WHEREAS, on June 8, 2021, the City Council of the City adopted a revised Debt Management Policy for the City, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution being adopted by the Authority, and the sale and issuance of the Bonds as contemplated by this Resolution complies with the Debt Management Policy; WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds;
WHEREAS, the City and the Authority have selected Raymond James & Associates, Inc. to act as underwriter (the “Underwriter”) and to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement, among the Underwriter, the Authority and the City, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Bond Purchase Agreement”);
WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by Kosmont Financial Services (the “Municipal Advisor”) based on preliminary bond pricing information provided by the Underwriter;
WHEREAS, the City has informed the Authority that the financing of such public capital improvements within the City will result in significant public benefits in the form of demonstrable savings in effective interest rates, and the more efficient delivery of City services to residential and commercial development;
WHEREAS, the Board of Directors of the Authority has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and
RESOLUTION NO. PPFA-002-25

Page 5 ends

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, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PARAMOUNT PUBLIC FINANCING AUTHORITY AS FOLLOWS:

SECTION 1. All of the recitals herein contained are true and correct and the Board of Directors of the Authority (the “Board”) so finds. The Board has determined and hereby finds that the Authority’s assistance in financing the Projects by the issuance of the Bonds and related transactions will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act.

SECTION 2. Any of the Chair, Vice Chair, Executive Director, Treasurer, and Secretary of the Authority, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority to implement the Projects in accordance with the provisions of the Installment Sale Agreement and this Resolution.

SECTION 3. The form of the Installment Sale Agreement, on file with the Secretary, are hereby approved, and Authorized Officers, are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Installment Sale Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the 2025 Installment Sale Payments shall not exceed $10,500,000, and the true interest cost for the Bonds is not in excess of 5.25%.

SECTION 4. The form of Trust Agreement, on file with the Secretary, 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 Trust Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Bonds shall not exceed $10,500,000, and the true interest cost for the Bonds is not in excess of 5.25%. In the event that it is determined by the Treasurer, or their designee, that the funding or financing of capitalized interest on the Bonds would be in the best interests of the City, the Trust Agreement may be modified to provide for capitalized interest on such basis as is determined by the Treasurer or their designee, such determination to be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.

RESOLUTION NO. PPFA-002-25

Page 6 ends

SECTION 5. The issuance by the Authority of not to exceed $10,500,000 aggregate principal amount of the Bonds, in one or more series or subseries, on a federally tax-exempt or taxable basis, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Trust Agreement as finally executed, is hereby approved.

SECTION 6. The form of Bond Purchase Agreement, on file with the Secretary, is hereby approved and the Authorized Officers are each 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 requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that the underwriter’s discount for the sale of the Bonds shall not exceed 1.00% of the aggregate principal amount of such Bonds.

SECTION 7. Anzel Galvan LLP is hereby approved and appointed as Bond Counsel and Disclosure Counsel, and Kosmont Financial Services is hereby approved and appointed as Municipal Advisor, each to provide such services to the Authority and any other related services as may be required to issue the Bonds.

SECTION 8. The Authority hereby declares its intention to issue the Bonds in a principal amount not to exceed $10,500,000, the proceeds of which will be used to pay for the costs of the Projects (and related issuance costs), including the reimbursement to the Authority and the City for certain capital expenditures relating to the Projects made prior to the issuance of the Bonds from legally available moneys of the Authority or the City, including moneys in the City’s General Fund. This Resolution is intended as a declaration of official intent (“Declaration”) to reimburse in accordance with the requirements of Treasury Regulation Section 1.150-2. This Declaration is not being declared as a matter of course or in amounts substantially in excess of the amounts expected to be necessary costs of the Projects.

SECTION 9. The Authority hereby adopts the Debt Management Policy and certifies that the Debt Management Policy complies with Government Code Section 8855(i), and that the Authority's financing described in this Resolution and its obligations under the Trust Agreement as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy. The Authority further instructs Anzel Galvan LLP, as Bond Counsel, on behalf of the Authority, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the "Yes" box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

RESOLUTION NO. PPFA-002-25

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SECTION 10. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary, advisable or otherwise desirable 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, without limitation, negotiating the terms of an insurance policy and/or a reserve account insurance policy to the extent such insurance and reserve account insurance policy is determined to be economically advantageous.

SECTION 11. The Authorized Officers and the other officers, employees and agents of the City acting on behalf of the Authority are hereby authorized and directed, jointly and severally, to execute and deliver any and all documents, which in consultation with City Attorney, as General Counsel to the Authority, or with Bond Counsel, 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. Anything to the contrary herein notwithstanding, in the event the Executive Director or the Treasurer determines in consultation with the Municipal Advisor that the cost-efficient marketing of the Bonds requires creation of a funded reserve under the Trust Agreement, each of the Trust Agreement, Installment Sale Agreement and other documents approved herein may be revised to reflect the funding of such a reserve.

Specifically and without limiting the foregoing, the Executive Director and/or the Treasurer is authorized and directed to solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided they determine acceptance of the best bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance, and, if applicable, a reserve account insurance policy, and the terms thereof, are hereby authorized and approved. All actions heretofore taken by the Authorized Officers and the other officers, employees and agents of the City acting on behalf of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 12. All actions heretofore taken by any officer, employees and agents of the Authority with respect to the sale and issuance of the Bonds, or in connection with or related to any of the agreements or documents referenced herein, are hereby approved, confirmed and ratified in all respects.

SECTION 13. The Board hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

SECTION 14. This Resolution will take effect from and after its date of adoption.

RESOLUTION NO. PPFA-002-25

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PASSED, APPROVED and ADOPTED by the Board of Directors of the Paramount Public Financing Authority at a meeting held on this 27th day of May 2025.

Brenda Olmos, Chair
ATTEST:

Heidi Luce, Deputy Secretary
I certify that the foregoing Resolution was passed and adopted by the Board of Directors of the Paramount Public Financing Authority at a meeting held on the ___ day of May 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

Brenda Olmos
Chair
ATTESTED:

Heidi Luce
Secretary
A-1

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority and the City by their Municipal Advisor, Kosmont Financial Services, in consultation with Raymond James & Associates, Inc., the Underwriter of the Bonds.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $9,960,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 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 Bonds, is 4.6488%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate and expectation to purchase bond insurance at a net beneficial cost to the City (meaning the cost of the insurance premium will be less than the reduced interest cost to the City), its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $398,770.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $9,328,569.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $17,910,883, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount).

RESOLUTION NO. PPFA-002-25

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A-2
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the 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 Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the 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 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors.

Agenda Version
1 PARAMOUNT PUBLIC FACILITIES AUTHORITY
Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025

BOND PURCHASE AGREEMENT
[Pricing Date]
Paramount Public Financing Authority
c/o City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: Executive Director
City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: City Manager
Ladies and Gentlemen:

The undersigned, Raymond James & Associates, Inc. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with the exhibits hereto, is referred to as the “Purchase Agreement”) with the Paramount Public Financing Authority(the “Authority”) and the City of Paramount, California (the “City”), which, upon the acceptance of the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to acceptance by the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to the acceptance hereof by the Authority and the City. Capitalized terms that are used herein and not otherwise defined have the meanings that are set forth in the Trust Agreement, dated as of [Month] 1, 2025 (the “Trust Agreement”), by and among the Authority, the City and [TRUSTEE], as trustee (the “Trustee”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025 in the aggregate principal amount of $__________ (the “Bonds”). The Bonds will be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on [November 1, 2025] and each May 1 and November 1 as provided in the Trust Agreement, and will mature, bear interest and be subject to redemption prior to maturity as set forth in Exhibit A. The purchase price of the Bonds shall be equal to $__________ (being the aggregate principal amount thereof [plus][less] a [net] original issue [premium][discount] of $___________, less an underwriter’s discount of $___________). The Authority and the City acknowledge that the 2 Underwriter will on the Closing Date (as such term is defined herein), on behalf of the Authority and the City, wire a portion of the purchase price in the amount of $_____ representing the premiums for the Policy and the Reserve Policy (as such terms are defined herein), directly to __________ (the “Insurer”).

Section 2. The Bonds. The Bonds shall be secured by a pledge of revenues consisting primarily of installment sale payments (“Installment Sale Payments”) to be paid by the City to the Authority pursuant to the Installment Sale Agreement, dated as of [Month] 1, 2025 (the “Installment Sale Agreement”), by and between the City and the Authority. Under the Installment Sale Agreement, the Authority will acquire and construct street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M Revenues and therefore constitute Measure M Projects (collectively, the “Projects”) for, and sell the Projects to, the City in consideration for the City’s payment of the Installment Sale Payments.

The Bonds shall be as described in, and shall be secured under and pursuant to the Trust Agreement substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority, the City and the Underwriter.

The proceeds of the Bonds shall be used to: [(i) to finance all or a portion of the acquisition, construction and/or installation of the Projects, and (ii) pay the costs incurred in connection with the issuance of the Bonds, including the premium for a municipal bond insurance policy to be issued by the Insurer insuring the Bonds maturing on May 1 of the years ___ through ___, inclusive (the “Policy”) and a debt service reserve insurance policy issued by the Insurer for deposit in the Reserve Account established and maintained under the Trust Agreement to satisfy the initial Reserve Requirement for the Bonds.]
The Installment Sale Payments shall be secured by a first lien on Measure M Revenues (as defined below) allocated by the Los Angeles County Metropolitan Transportation Authority (the “Transportation Authority”) to the City as the City’s share of local program funding pursuant to the Measure M Ordinance in an amount not greater than the Installment Sale Payments (the “Measure M Receipts”).
“Measure M Revenues” means revenues of LACTMA pursuant to the Measure M Ordinance derived from a retail transactions and use tax imposed in the County of Los Angeles pursuant to Part

1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code of the State of California and Division 12 (commencing with Section 130000) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented. “Measure M Ordinance” means Ordinance No. 16, the “The Los Angeles County Traffic Improvement Plan,” approved by LACTMA on July 23, 2016 and approved by at least two-thirds of electors voting on such proposition in the November 8, 2016 election, as supplemented and amended, including the attached Expenditure Plan, adopted by LACTMA, as supplemented and amended.

The Bonds, this Purchase Agreement, the Trust Agreement, the Installment Sale Agreement, the resolution of the Authority authorizing the issuance of the Bonds and the resolution of the Authority approving the Preliminary Official Statement and final Official Statement with respect to the Bonds, duly adopted at regular meetings of the Authority Board of Directors held, respectively, [May 27, 2025] and __________, 2025 (collectively, the “Authority Resolutions”) are collectively referred to herein as the “Authority Documents.”
3 This Purchase Agreement, the Trust Agreement, the Continuing Disclosure Certificate of the City, dated the date of issuance of the Bonds (the “Continuing Disclosure Certificate”), the Installment Sale Agreement, [the Debt Service Reserve Agreement, dated the Closing Date, by and between the City and the Insurer,] the resolution of the City approving the issuance of the Bonds and the resolution of the City approving the Preliminary Official Statement and final Official Statement and authorizing the execution and delivery of the Continuing Disclosure Certificate with respect to the Bonds, duly adopted at regular meetings of the City Council held, respectively, on [May 27, 2025] and __________, 2025 (collectively, the “City Resolutions”) are collectively referred to herein as the “City Documents.” Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth in Exhibit A and incorporated herein by reference.

Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

The City and the Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City and the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City and the Authority; and (v) the City and Authority have consulted their own legal, financial and other advisors to the extent that they have deemed appropriate. (b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form set forth in Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as such term is defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Kosmont Financial Services (the “Municipal Advisor”) and any notice or report to be provided to the Authority may be provided to the Authority’s Municipal Advisor. (c) Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either: (i) the 4 Underwriter has sold all of the Bonds of that maturity; or (ii), the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the Authority or Bond Counsel.

For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
(d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein.

Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-theoffering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group, and each brokerdealer that is a party to such third-party distribution agreement, as applicable, (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter; (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public; and
5 (2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a thirdparty distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party; (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the 6 outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

Section 4. The Official Statement. By their acceptance of this proposal, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Bonds dated [POS Date] (including the cover page, all appendices and all information incorporated therein and any other supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the City and the Authority deemed “final” as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information that was previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement.

The Underwriter agrees: (i) to provide the Authority and the City with final pricing information on the Bonds on a timely basis; and (ii) to file a copy of the Official Statement, including any supplements prepared by the Authority or the City in accordance with MSRB rules with the MSRB at http://emma.msrb.org. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds.

The Authority and the City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:30 a.m., California time, on [Closing Date], or at such other time or date as the Authority and the Underwriter agree upon (the “Closing Date”), the Authority shall deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the Underwriter under DTC’s FAST procedures. Concurrently with the delivery of the Bonds, the Authority and the City will deliver the documents hereinafter mentioned at the offices of Anzel Galvan LLP, San Francisco, California (“Bond Counsel”), or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.”
The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority and the City 7 acknowledge that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is a public body that is duly organized and existing under the Constitution and laws of the State of California (the “State”), including Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and the Joint Exercise of Powers Agreement, dated as of November 1, 2024 (the “JPA Agreement”), by and between the City and the Successor Agency for the Paramount Redevelopment Agency, as successor to the former Paramount Redevelopment Agency.
(b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action at regular meetings of the Authority’s Board of Directors that were duly noticed and held, the Authority has adopted the Authority Resolutions, has duly authorized and approved the issuance of the Bonds and the execution of the Authority Documents, has duly authorized and approved the Preliminary Official Statement, will, by execution thereof, duly authorize and approve the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
(d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge 8 or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
(e) Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(f) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the end of the underwriting period (as such term is defined below), the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the payment or collection of Installment Sale Payments with respect to the Installment Sale Agreement or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(g). (i) The information set forth under the caption “THE AUTHORITY” in the Preliminary Official Statement as of its date does not and in the Official Statement as of the date hereof and as of the Closing Date does not and will not contain any untrue statement of a material fact or omit 9 to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(j) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.
(k) Between the date of this Purchase Agreement and twenty-five (25) days after the end of the underwriting period (as hereinafter defined), the Authority will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Installment Sale Payments.
(l) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Sale Payments while the Bonds are Outstanding, and the Authority will collect the Installment Sale Payments in accordance with the Installment Sale Agreement.
(m) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State. (b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents.
(c) By all necessary official action, the City has adopted the City Resolutions, has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. 10 (d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law, ordinance or administrative rule or regulation of the State, the County or LACTMA, or administrative regulation of any state or of the United States, or any agency or instrumentality thereof either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents.
(e) To the best of the City’s knowledge as confirmed by an officer of the City on or about the date of the Preliminary Official Statement, LACTMA is not in any material respect in breach of or default under the Measure M Ordinance, the Investment Plan, any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which LACTMA is a party which breach or default has or may have a materially adverse effect on the ability of LACTMA to perform its obligations, including to meet debt service requirements, under any of its limited tax bonds or similar obligations payable from Measure M Revenues, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument. (f) Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(g) The Preliminary Official Statement was as of its date and at the date hereof, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement did not as of its date and at date the hereof, and the Official Statement does not and will not, at all times subsequent to the date of the Official Statement up to and including the Closing, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions “THE AUTHORITY” and “UNDERWRITING,” information regarding DTC and its book-entry only system, and information regarding the Insurer, the Policy and the Reserve Policy, as to which no view is expressed).
11 (h) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (i) As of the time of acceptance hereof, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal of and interest on the Bonds, the payment or collection of Measure M Receipts or Measure M Revenues or any other amounts pledged or to be pledged to pay Installment Sale Payments, or in any way contesting or affecting the validity of the Bonds or the City Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation, or contesting the powers of the Authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating the City’s ability to pay Installment Sale Payments when due or the City’s right to receive and expend Measure M Receipts on the Projects or the payment of Installment Sale Payments when due; (iv) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(j) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (v) of paragraph 7(i). (k) Until the date which is twenty-five (25) days after the end of the underwriting period, if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the caption UNDERWRITING,” information regarding DTC and its book entry only system, and information regarding the Insurer, the Policy, and the Reserve Policy, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered by the Underwriter to the City at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period. 12 (l) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(m) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.
(n) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2024 attached as Appendix D to the Preliminary Official Statement and the Official Statement fairly represent the receipts, expenditures and cash balances of the City.

Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2024 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(o) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A form of the Continuing Disclosure Certificate is set forth in Appendix D to the Preliminary Official Statement and will also be set forth in the Official Statement.
(p) Between the date of this Purchase Agreement and twenty-five (25) days after the end of the underwriting period, the City will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Measure M Receipts.
(q) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Authority as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel and the Trustee made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their obligations to be performed under the Authority Documents and the City Documents, respectively, at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
13 (b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City and the Authority shall not be in default in the payment of principal or interest with respect to any of their respective financial obligations, which default would materially adversely impact the ability of the City to pay the Installment Sale Payments or the Authority to pay the Bonds. (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if between the date hereof and the time of Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):
(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:
(A) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds;
(B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of U.S. Securities and Exchange Commission (“SEC”) or any other governmental authority having jurisdiction; or
14 (D) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (E) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Authority shall have occurred; or
(F) any rating of the Bonds or the rating of any obligations of the City or the Insurer shall have been downgraded, withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or
(ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority or the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(iii) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (iv) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(v) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or
(vi) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939; or 15 (vii) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(i).

Subject to Section 17, upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the Authority, the City and the Underwriter under this Purchase Agreement shall terminate, without further liability. (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed Authority Resolutions;
(ii) The executed City Resolutions;
(iii) The City Documents and the Authority Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) Specimen Bonds;
(v) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the form attached as Appendix C to the Official Statement, and a reliance letter or letters thereon addressed to the Underwriter and the Trustee; (vi) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter and the Insurer, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions [“INTRODUCTION,” “THE BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” and “TAX MATTERS,”] and in Appendices C and D, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the City Documents, the Authority Documents and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the bookentry system in which the Bonds are initially issued; (B) The Purchase Agreement has been duly authorized, executed and delivered by the City and the Authority and constitutes the valid, legal and binding agreement of the City and the Authority, enforceable in accordance with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; (C) The Continuing Disclosure Certificate has been duly authorized, executed and delivered by the City and constitutes the valid, legal and binding agreement of the City, enforceable in accordance with its terms, except that the rights and obligations under the Continuing Disclosure Certificate are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable 16 principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State; and (D) The Bonds are exempt from registration requirements pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; provided that no opinion shall be expressed with respect to the Policy or the Reserve Policy;
(vii) The Official Statement, executed on behalf of the City and the Authority, and the Preliminary Official Statement;
(viii) Evidence that the rating on the Bonds is as described in the Official Statement;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Authority Resolutions were duly adopted at regular meetings of the Authority held on [May 27, 2025] and __________, 2025, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and have not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (iii) no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the information and statements contained in the Official Statement under the caption “THE AUTHORITY” did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (v) the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agreement) or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;
(x) A certificate, dated the Closing Date, signed by a duly authorized officer of the City, satisfactory in form and substance to the Underwriter, to the effect that: (i) the City Resolutions were duly adopted at regular meetings of the City Council of the City held [May 27, 2025] and __________, 2025, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and have not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City; (iii) no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the 17 purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the information and statements contained in the Official Statement (other than information in the Official Statement under the captions “THE AUTHORITY” and “UNDERWRITING” and information regarding DTC and its book-entry only system, and information regarding the Insurer, the Policy and the Reserve Policy) did not as of its date and does not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (v) the City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agreement) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; (xi) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Richards Watson & Gershon, as counsel to the Authority, to the effect that:
(A) the Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and is possessed of full power to own and hold real and personal property and to lease, purchase and sell the same; (B) the Authority Resolutions were duly adopted at regular meetings of the governing board of the Authority which were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, are in full force and effect and have not been modified, amended, rescinded or repealed since their respective date of adoption;
(C) the Authority has full right and lawful authority to execute and deliver the Authority Documents and such documents have been duly authorized, executed and delivered by and on behalf of the Authority, and assuming the due authorization, execution and delivery by the other parties thereto, the Authority Documents are valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally;
(D) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of such counsel, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public board or body pending, with service of process upon the Authority having been accomplished, or, to the best knowledge of such counsel, threatened in writing wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Bonds, the Authority Documents or any other agreement, document, or certificate related to such transaction;
(E) insofar as it will have a material adverse effect on the ability of the Authority to enter into, carry out or perform its obligations under the Authority Documents or to consummate the transactions contemplated thereby, to the best of our knowledge, the Authority is not in material breach of or default under any applicable judgment or decree or any loan agreement, 18 indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and, to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such judgment, decree or instrument; and
(F) no authorization, approval, consent, or order of any governmental agency or, to the best of our knowledge, any other person or corporation is required for the valid authorization, execution and delivery of the Authority Documents on behalf of the Authority that has not been obtained.
(xii) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Richards Watson & Gershon, as City Attorney to the City, to the effect that:
(A) the City is a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State; (B) the City Resolutions were duly adopted at regular meetings of the City which were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, are in full force and effect and have not been modified, amended, rescinded or repealed since their respective date of adoption; (C) the City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute the valid and binding obligations of the City, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally; (D) no consent, authorization or approval of, or filing or registration with, any governmental or regulatory officer or body which has not already been obtained is required to be obtained by the City for the execution and performance of the City Documents or the actions on the part of the City contemplated thereby, including causing the issuance of the Bonds; (E) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of such counsel, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or, to the best knowledge of such counsel, threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal of and interest on the Bonds, the payment or collection of Measure M Receipts or Measure M Revenues or any other amounts pledged or to be pledged to pay Installment Sale Payments, the repayment of the Bonds or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, which, in any manner, questions the right of the City to pay the Installment Sale Payments under the Installment Sale Agreement or the use of Measure M Revenues to pay Installment Sale Payments, or which may materially adversely affect the City’s ability to pay the Installment Sale Payments when due; and
19 (F) The execution and delivery of the City Documents and compliance with the provisions thereof do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; (xiii) A letter of Anzel Galvan LLP, San Francisco, California, as disclosure counsel to the City and the Authority, dated the Closing Date and addressed to the Underwriter and the Insurer, in substantially the form attached as Exhibit C hereto. (xiv) An opinion of Best Best & Krieger LLP, counsel to the Underwriter, in form and substance satisfactory to the Underwriter;
(xv) An opinion of counsel to the Trustee, addressed to the Underwriter and the Insurer, dated the Closing Date, to the effect that:
(A) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Trust Agreement to which it is a party and to enter into the Trust Agreement; (B) The Trust Agreement has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought; (C) To such counsel’s knowledge, the execution and delivery by the Trustee of the Trust Agreement and the performance of the obligations of the Trustee under the Trust Agreement by the Trustee, will not conflict with or contravene the Articles of Association or Bylaws of the Trustee, or any law, regulation or ruling of any court or governmental authority to which the Trustee is subject;
(D) To such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Trustee that has not been obtained by the Trustee is required for the authorization, execution, delivery and performance by the Trustee of the Trust Agreement; and (E) An authorized representative of the Trustee has duly authenticated the Bonds in accordance with the Indenture; (xvi) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee;
(xvii) For each of the Bonds and the Installment Sale Agreement, the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment 20 Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) A certificates dated the Closing Date regarding tax, arbitrage and use of proceeds of the City and the Authority relating to the Bonds in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
(xx) Certificates, dated the date of the Preliminary Official Statement, of the City and the Authority, as required under Rule 15c2-12; (xxi) Evidence that a debt management policy which complies with Section 8855 of the Government Code has been adopted by the City and the Authority; (xxii) Certified copies of the JPA Agreement and all amendments thereto and related certificates issued by the Secretary of State of the State (or, alternatively, a certificate of the Authority confirming that notice of the JPA Agreement and all amendments thereto have been filed with the Secretary of State prior to the Closing Date); (xxiii) A certificate dated the Closing Date, signed by a duly authorized officer of the Municipal Advisor to the effect that the Municipal Advisor has participated in the preparation of the Preliminary Official Statement and the Official Statement and nothing has come to the attention of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omits to state a fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and
(xxiv) A copy of the Measure M Ordinance;
(xxv) A letter from LACTMA to the effect that Measure M Revenues may be used to pay for the cost of the Projects, including any repayment of bonds or other financing costs incurred by the City in connection with the City's financing of the Projects. (xxvi) Evidence satisfactory to the Underwriter that the Trustee has received the Policy and the Reserve Policy from the Insurer;
(xxvii) An opinion of counsel to the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Policy, and disclosures relating thereto in the Official Statement; (xxviii)A certificate of the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the Policy and the Reserve Policy, and disclosures relating thereto in the Official Statement; and (xxix) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request. 21 Section 9. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2-12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date unless the Underwriter notifies the City and the Authority otherwise in writing.

Section 10. Expenses. Whether or not the Bonds are sold to the Underwriter, the Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the City and the Authority hereunder. If the Bonds are delivered by the Authority to the Underwriter, the Authority and the City shall pay, from the proceeds of the Bonds or from other funds of the Authority or the City, the following expenses: (a) the cost of preparing, duplicating or printing, mailing and delivering the City Documents, the Authority Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated therein and hereby (and drafts of any thereof); (b) the cost of preparation and printing of the definitive Bonds; (c) the fees and expenses of the Authority, the City, the Trustee, Bond Counsel, Disclosure Counsel, the Municipal Advisor, any entity retained by the Authority or the City to perform continuing disclosure compliance research or provide continuing disclosure compliance reports and any other experts or consultants retained by the Authority or the City; (d) the charges of any rating agency with respect to the Bonds; (e) premiums and other expenses relating to the Policy and the Reserve Policy; (f) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the Bonds, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the City, the Authority and Underwriter have previously discussed and approved the allocation of proceeds towards these fees, and meal and travel expenses of the personnel of the City or the Authority, but not including entertainment expenses or those to be paid by the Underwriter pursuant to the last paragraph of this Section 10; and (g) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the City Documents, the Authority Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) and/or the initial offering, sale and delivery of the Bonds. The City and the Authority have authorized, and do hereby authorize, the Underwriter to pay such expenses on behalf of the City and the Authority from proceeds of the Bonds at Closing as further described in the closing memorandum relating to the Bonds including fees and expenses of counsel to the Underwriter.

If the Bonds are sold to the Underwriter by the Authority, the Authority and the City shall pay out of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds shall reflect such discount.

Except as otherwise provided in this Section 10, the Underwriter shall pay the cost, if any, of qualifying the Bonds for sale in the various states chosen by the Underwriter, all advertising expenses 22 in connection with the public offering of the Bonds and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, not described above.

Section 11. Qualification of Bonds. The Authority and the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification; provided, however, that neither the City nor the Authority will be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

Section 12. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Raymond James & Associates, Inc., ____________, Attention: Jose Vera. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to the applicable address set forth on the first page of this Purchase Agreement.

Section 13. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City, the Authority and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Authority and the City contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of this Purchase Agreement.

Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 15. Entire Agreement. This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.

Section 16. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 17. Survival of Representations and Warranties. The representations and warranties of the City and the Authority in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and the Authority and regardless of delivery of and payment for the Bonds.

Section 18. Waiver of Jury Trial. THE AUTHORITY AND THE CITY HEREBY

IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF 23 OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 19. Effectiveness. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and the Authority and shall be valid and enforceable as of the time of such acceptance. [Signature Page Follows]
S-1
Section 20. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

RAYMOND JAMES & ASSOCIATES, INC.

By:

Title: Authorized Officer
Accepted as of the date first stated above:

CITY OF PARAMOUNT
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time

PARAMOUNT PUBLIC FACILITIES AUTHORITY
By:

Its:

Printed Name:

Time of Execution: _____ a.m./p.m. Pacific Time
A-1

EXHIBIT A

PARAMOUNT PUBLIC FACILITIES AUTHORITY
Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025

MATURITY SCHEDULE
Maturity Date
(May 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
10% Test
Satisfied
Hold-theOfferingPrice Rule
Used
$ % %
______________
C Priced to first optional redemption date of May 1, 20__ at par. T Term Bond. I Insured Bonds.

A-2

REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing on or after May 1, 20__, shall be subject to optional redemption prior to maturity, at the option of the Authority upon direction of the City, on or after May 1, 20__ in whole or in part (by lot within any maturity), on any date, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.

Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior to maturity, in whole or in part (by lot among Bonds with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of default under the Agreement, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption. The Bonds maturing on May 1, 20__, are subject to mandatory redemption on May 1 of each year commencing May 1, 20__, in part, from mandatory sinking fund payments, on each May 1 specified below, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Mandatory Redemption
Date (May 1)
Principal
Amount
20__
20__
20__
20__
20__*
___________
*
Maturity date
B-1

EXHIBIT B

PARAMOUNT PUBLIC FACILITIES AUTHORITY
Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Raymond James & Associates, Inc. (“Raymond James”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Raymond James offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [Pricing Date], by and among Raymond James, as the Underwriter (as defined below), the City of Paramount, California and the Issuer (as defined below), Raymond James has agreed in writing that: (i) for each Maturity of the Holdthe-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the thirdparty distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (which Sale Date is [Pricing Date]), or (ii) the date on which Raymond James has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.

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(d) Issuer means the Paramount Public Financing Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer and the City of Paramount, California (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond James’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer and the City of Paramount, California with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Anzel Galvan LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer or the City of Paramount, California from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

RAYMOND JAMES & ASSOCIATES, INC.

By:

Name:

By:

Name:

Dated: [Closing Date]
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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
B-4

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
C-1

EXHIBIT C

FORM OF DISCLOSURE COUNSEL LETTER
________, 2025
Raymond James & Associates, Inc.

Los Angeles, California
Re: $_____________ Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025A
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the Paramount Public Financing Authority(the “Authority”) and the City of Paramount, California (the “City”) in connection with the issuance by the Authority of the above-referenced bonds (the “Bonds”). The Bonds are being delivered pursuant to a Trust Agreement dated as of [Month] 1, 2025 (the “Trust Agreement”), by and among the Authority, the City and [TRUSTEE], as trustee (the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Bond Purchase Agreement dated [Pricing Date] (the “Purchase Agreement”), among Raymond James & Associates, Inc. (the “Underwriter”), the Authority and the City. This letter is being delivered to you pursuant to Section [8(e)(xv)] of the Purchase Agreement.

In rendering the advice contained herein, we have examined originals or copies certified or otherwise identified to our satisfaction of: (i) the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement”) relating to the Bonds; (ii) the Official Statement, dated [Pricing Date] (the “Official Statement”), relating to the Bonds; and (iii) the agreements, letters, certificates, and opinions delivered to you pursuant to Section [8] of the Purchase Agreement. We do not assume any responsibility for any electronic version of the Preliminary Official Statement or the Official Statement and assume that any such version is identical in all respects to the version printed at closing for the transcript.

We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations made in the documents that we have reviewed are true and accurate.

We express no opinion regarding any tax consequences with respect to the Bonds. No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Bonds.

We are not passing upon and have not undertaken to determine independently or to verify the accuracy or completeness of the statements contained in the Preliminary Official Statement and the Official Statement and are, therefore, unable to make any representation to you in that regard. Based on our participation in conferences prior to the date of the Official Statement with representatives of the Authority and the City, Kosmont Financial Services, as municipal advisor to the City, the City Attorney, the Underwriter, Underwriter’s counsel, and others, during which the content of the C-2
Preliminary Official Statement and the Official Statement and related matters were discussed, our reliance on the oral and written statements of the Authority, the City and others, our review of and reliance upon the documents, certificates, instructions and records and the opinions of counsel described above and our understanding of applicable law, and subject to the limitations on our role as Disclosure Counsel, we advise you as a matter of fact but not opinion that no information has come to the attention of the attorneys in the firm representing the Authority and the City as Disclosure Counsel on this matter which caused us to believe that: (a) the Preliminary Official Statement as of its date or as of [POS Date] (excluding therefrom financial, demographic and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions; information relating to DTC and its book-entry only system; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Preliminary Official Statement as to which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such information as is permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, ratings, debt service requirements, Underwriters’ discount and CUSIP numbers; or (b) the Official Statement as of its date and as of the date hereof (excluding therefrom financial, demographic, statistical or economic or demographic data; forecasts, numbers, charts, tables, graphs, projections, estimates, assumptions and expressions of opinions; information relating to DTC and its book-entry only system or CUSIP numbers; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Official Statement, as to which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. However, in providing advice and assistance as Disclosure Counsel, we provided no independent diligence on the MSRB’s Electronic Municipal Market Access website, and we express no view regarding the City’s or the City’s related entities’ compliance with any obligation to file annual reports or provide notice of events, each as described in Rule 15c2-12. Finally, we advise you that, other than reviewing the various certificates and opinions required by Section [8] of the Purchase Agreement, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement or the Official Statement as of the date hereof. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by, or incorporated by reference in, the Official Statement.

By acceptance of this letter you acknowledge that the preceding paragraph is neither a legal opinion nor a guarantee regarding the Preliminary Official Statement or the Official Statement; rather it is a statement of negative assurance regarding factual information that did not come to the attention of the attorneys in our firm working on this matter during the limited activities that we performed as Disclosure Counsel. Our services did not include financial or other non-legal advice.

By acceptance of the letter, the Underwriter recognizes and acknowledges that: (i) the advice herein is based on certain limited activities performed by specific attorneys in our firm in our role as Disclosure Counsel; (ii) the scope of the activities performed by such attorneys in our role as Disclosure Counsel and for purposes of delivering such advice was inherently limited and does not purport to encompass all activities necessary for compliance by the Underwriters with applicable state and federal securities laws; and (iii) the activities performed by such attorneys in our role as Disclosure Counsel rely in part by representations, warranties, certifications and opinions of other parties to the C-3
transaction, including representations, warranties and certifications made by the Authority, the City, the Underwriter and others.

This letter is furnished by us as Disclosure Counsel to the Authority and the City. No attorneyclient relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. This letter is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose without our prior written consent. This letter is not intended to and may not be relied upon by owners of Bonds or any beneficial interest therein.

Our engagement with respect to the Bonds terminates as of the date hereof, and we have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Bonds or other matters discussed herein or in the Official Statement.

Respectfully submitted,
Agenda Version

INSTALLMENT SALE AGREEMENT
by and between the

CITY OF PARAMOUNT,
as Purchaser
and the

PARAMOUNT PUBLIC FINANCING AUTHORITY,
as Seller
for the

PARAMOUNT PUBLIC FINANCING AUTHORITY
LOCAL MEASURE M TRANSPORTATION SALES TAX REVENUE BONDS, SERIES 2025 Dated as of [Month] 1, 2025

TABLE OF CONTENTS
Page
-iARTICLE I DEFINITIONS................................................................................................................... 3 Section 1.01. Definitions................................................................................................................. 3 Section 1.02. Terms defined in the Trust Agreement ................................................................... 10 ARTICLE II THE PROJECT................................................................................................................ 10 Section 2.01. Design, Acquisition, Construction and Sale of the Projects ................................... 10 ARTICLE III 2025 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE ...................... 10 Section 3.01. Purchase Price and Administration Fee. ................................................................. 10 Section 3.02. Payment of 2025 Installment Sale Payments and Administration Fee ................... 11 Section 3.03. Prepayment of 2025 Installment Sale Payments..................................................... 14 ARTICLE IV ADDITIONAL CONTRACTS........................................................................................ 14 Section 4.01. Additional Contracts ............................................................................................... 14

ARTICLE V REPRESENTATIONS AND COVENANTS OF THE CITY AND THE AUTHORITY .................................................................................................................. 15 Section 5.01. Authority; Compliance with Installment Sale Agreement and Trust Agreement ............................................................................................................... 15 Section 5.02. Use of Proceeds of Bonds....................................................................................... 16 Section 5.03. Against Encumbrances............................................................................................ 16 Section 5.04. Maintenance of Measure M Revenues.................................................................... 16 Section 5.05. Tax Covenants......................................................................................................... 18 Section 5.06. Prompt Acquisition and Construction of the Projects............................................. 18 Section 5.07. Accounting Records and Financial Statements....................................................... 18 Section 5.08. Protection of Security and Rights of the Authority and the Trustee ....................... 18 Section 5.09. Further Assurances.................................................................................................. 18 Section 5.10. Continuing Disclosure............................................................................................. 18 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES .................................................................. 19 Section 6.01. Events of Default and Acceleration of Principal..................................................... 19 Section 6.02. Application of Measure M Receipts Upon Acceleration ........................................ 20 Section 6.03. Other Remedies....................................................................................................... 20 Section 6.04. Non-Waiver............................................................................................................. 20 Section 6.05. Remedies Not Exclusive ......................................................................................... 21 ARTICLE VII DISCHARGE OF OBLIGATIONS................................................................................. 21 Section 7.01. Discharge of Obligations......................................................................................... 21

TABLE OF CONTENTS
(continued)
Page
-iiARTICLE VIII MISCELLANEOUS ........................................................................................................ 22 Section 8.01. Liability of City Limited to Measure M Receipts................................................... 22 Section 8.02. Benefits of Installment Sale Agreement ................................................................. 22 Section 8.03. Successor Is Deemed Included in all References to Predecessor ........................... 22 Section 8.04. Waiver of Personal Liability ................................................................................... 22 Section 8.05. Article and Section Headings, Gender and References .......................................... 22 Section 8.06. Partial Invalidity...................................................................................................... 23 Section 8.07. Assignment.............................................................................................................. 23 Section 8.08. Net Contract ............................................................................................................ 23 Section 8.09. California Law ........................................................................................................ 23 Section 8.10. Indemnification ....................................................................................................... 23 Section 8.11. Funds....................................................................................................................... 23 Section 8.12. Notices..................................................................................................................... 24 Section 8.13. Notices to Insurer; Miscellaneous Insurer Provisions............................................. 24 Section 8.14. Agreement Represents Complete Agreement; Amendments.................................. 25 Section 8.15. Effective Date.......................................................................................................... 25 Section 8.16. Electronic Signatures .............................................................................................. 25 Section 8.17. Execution in Counterparts....................................................................................... 25 EXHIBIT A – INSTALLMENT SALE PAYMENTS SCHEDULE.......................................................A-1 EXHIBIT B – DESCRIPTION OF PROJECT ........................................................................................B-1

INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (the “Installment Sale Agreement”), dated as of [Month] 1, 2025, by and between the CITY OF PARAMOUNT, a municipal corporation and general law city duly organized and existing under the Constitution and the laws of the State of California (the “City”), and the PARAMOUNT 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”), RECITALS:

WHEREAS, the City is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California; WHEREAS, the Authority is a joint exercise of powers entity duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement, dated as of July 16, 1991 (the “Joint Powers Agreement”), between the City and the Paramount Redevelopment Agency (the “Former Agency”);
WHEREAS, the Former Agency, as of February 1, 2012, has been dissolved and the Successor Agency for the Paramount Redevelopment Agency has become the successor agency of the Former Agency pursuant to Part 1.85 of Division 24 of the California Health and Safety Code and per California Health and Safety Code Section 34178(b)(3), the Joint Powers Agreement remains in effect; WHEREAS, pursuant to the Joint Powers Agreement and Section 6588(h) of the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to issue revenue bonds to assist the City in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever the City determines that there are significant public benefits from so doing; WHEREAS, the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) is authorized by Sections 130350.4 and 130350.5 of the California Public Utilities Code to impose a retail transactions and use tax at a rate of 0.5 percent that is applicable in the incorporated and unincorporated areas of the County of Los Angeles, California (the “County”) if authorized by at least two-thirds of the electors voting on the issue;
WHEREAS, in accordance with such provision, LACMTA, on July 24, 2008, adopted Ordinance No. 08-01, known as the Traffic Relief and Rail Expansion Ordinance, Imposing a Transactions and Use Tax to be Administered by the State Board of Equalization (the “Measure R Ordinance”) imposing the transactions and use tax for a period of 30 years, and the Measure R Ordinance was submitted to the electors of the County in the form of Measure R and approved by greater than a two-thirds vote at an election held on November 4, 2008;
WHEREAS, the Measure R Ordinance, as so approved, imposed for a period of 30 years, beginning July 1, 2009, a tax upon the sale of tangible personal property at retail at a rate of 1/2 of 1% of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax (the “Measure R Sales Tax”);
WHEREAS, LACMTA is authorized by Section 130350.7 of the California Public Utilities Code to impose a retail transactions and use tax that is applicable in the County, at a rate that, when combined 2 with the Measure R Sales Tax during any period when the Measure R Sales Tax is in effect and upon expiration of the Measure R Sales Tax, shall not exceed one percent, if authorized by at least two-thirds of the electors voting on the issue;
WHEREAS, in accordance with such provision, LACMTA, on July 23, 2016, adopted Ordinance No. 16-01, known as the Los Angeles County Traffic Improvement Plan (the “Measure M Ordinance”), imposing a transactions and use tax for transportation purposes subject to approval by the electors of the County;
WHEREAS, the Measure M Ordinance was submitted to the electors of the County in the form of Measure M and was approved by greater than a two-thirds vote at an election held on November 8, 2016; WHEREAS, the Measure M Ordinance, as so approved, imposes a tax, beginning July 1, 2017, upon the sale of tangible personal property at retail at a rate of 0.5 percent of the gross receipts of the sale and a complementary tax upon the storage, use or other consumption in the County at a rate of 0.5 percent of the sales price of the property whose storage, use or other consumption is subject to the tax, with the rate increasing to 1 percent on July 1, 2039, following the expiration of the Measure R Sales Tax (the “Measure M Sales Tax”);
WHEREAS, a portion of the Measure M Sales Tax revenues (as more fully defined herein, the “Measure M Revenues”) are allocated and paid by LACMTA to the County and cities located within the County (the “Local Agencies”), including the City, and to the County for the purpose of funding transportation projects eligible to be funded with Measure M Revenues pursuant to the Measure M Ordinance and the guidelines prepared by LACMTA and disseminated to the Local Agencies, approved by the LACMTA Board on June 22, 2017, as amended (the “Measure M Guidelines”), relating to the administration and use of the Measure M Sales Tax and the Measure M Revenues (the “Measure M Projects”);
WHEREAS, under the Measure M Ordinance, the City is entitled to receive Measure M Revenues (the “Measure M Receipts”) in an amount determined pursuant to the Measure M Ordinance and the Measure M Guidelines; and
WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, installation, and construction of various street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M Revenues and therefore constitute Measure M Projects (collectively, the “Project”), and the City has determined that the financing of the Projects is necessary and proper for, and of the common benefit of, the City; WHEREAS, the City is a member of the Authority and the Projects are located within the boundaries of the City;
WHEREAS, to assist the City with the acquisition and construction of the Projects, the Authority has determined to acquire and construct the Projects for, and sell the Projects to, the City; WHEREAS, the City has determined to make the 2025 Installment Sale Payments as hereinafter described to the Authority for the repayment of the costs of the design, acquisition and construction of the Projects and the incidental costs and expenses related thereto paid by the Authority; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as 3 required by law, and the parties hereto are now duly authorized to execute and enter into this Installment Sale Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL

AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:

Accountant’s Report
“Accountant’s Report” means a report signed by an Independent Certified Public Accountant.

Acquisition Fund
“Acquisition Fund” means the fund by that name established pursuant to Section 2.11 of the Trust Agreement.

Administration Fee
“Administration Fee” means an amount equal to the sum of the Trustee’s fees, the Rebate Analyst fees and any other similar fee payable in connection with the administration of this Installment Sale Agreement and the Trust Agreement, payable on the 15th day of the month preceding each Interest Payment Date.

Authority
“Authority” means the Paramount 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 and the Joint Powers Agreement, and its successors and assigns as provided in the Trust Agreement.

Authorized Authority Representative
“Authorized Authority Representative” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Directors of the Authority to act on behalf of the Authority under or with respect to this Installment Sale Agreement.

Authorized City Representative
“Authorized City Representative” means the Mayor of the City, the Vice Mayer of the City, the City Manager of the City, the Finance Director of the City or the City Clerk, or any other person at the time designated to act on behalf of such City by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such City by an Authorized City Representative. 4 Bonds
“Bonds” means the Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025, issued in accordance with the Trust Agreement.

Business Day
“Business Day” means any day of the year, other than (i) a Saturday, (ii) a Sunday, (iii) a day on which banks located in the city in which either the designated corporate trust office of the Trustee is located is required or authorized by law to be closed, or (iv) a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational.

City
“City” means the City of Paramount, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California.

Closing Date
“Closing Date” means [Closing Date].

Code
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

Continuing Disclosure Certificate
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the Closing Date, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.

Contracts
“Contracts” means this Installment Sale Agreement and all other installment sale contracts, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from Measure M Receipts on a parity with the payment of the 2025 Installment Sale Payments.

Debt Service
“Debt Service” means, for any Fiscal Year, the sum of that portion of the Installment Sale Payments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Sale Payments were deemed to accrue daily in equal amounts from, in each case, the next preceding Installment Sale Payment Date of interest or principal or the date of the pertinent Contract, as the case may be; provided, that (a) if any of the Installment Sale Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Contracts are not yet outstanding, the initial rate (if then established and binding), (ii) if the Contracts have been outstanding for at least twelve 5 months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(1) if interest on such Contracts is excludable from gross income under the applicable provisions of the Code, the most recently published “Bond Buyer 25 Bond Revenue Index” (or comparable index if no longer published), or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities; (b) if any of the Contracts is secured by an irrevocable letter of credit issued by a bank having a combined capital and surplus of at least $75,000,000, the principal payments or deposits with respect to such Contracts nominally due in the last Fiscal Year in which such Contracts mature may, at the option of the City, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment provisions of such letter of credit and interest on such Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbursement agreement or repayment provisions and (c) if any of such Contracts is not secured by a letter of credit as described in clause (b) of this definition and 20% or more of the original principal of the Installment Sale Payments due under such Contracts is not due until the final stated maturity of the Installment Sale Payments due under such Contracts, such principal may, at the option of the City, be treated as if it were due based upon a level amortization of such principal over the term of such Installment Sale Payments or 30 years, whichever is greater.

Event of Default
“Event of Default” means an event described in Section 6.01.

Federal Securities
“Federal Securities” means United States of America Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal and interest strips of the Resolution Funding Corporation for which separation of principal and interest is maintained in book-entry form.

Fiscal Year
“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the City Council of the City as the Fiscal Year of the City.

Independent Certified Public Accountant
“Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the City, and who, or each of whom - (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority or the City;
(2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the City; and
(3) is not connected with the City as a member, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the City.
6 Insolvency Proceeding
“Insolvency Proceeding” has the meaning set forth in the Trust Agreement Installment Sale Agreement
“Installment Sale Agreement” means this installment sale agreement by and between the City and the Authority, dated as of [Month] 1, 2025, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement.

Installment Sale Payments; 2025 Installment Sale Payments “Installment Sale Payments” means the installment sale, rental or other periodic payments scheduled to be paid by the City under and pursuant to the Contracts. “2025 Installment Sale Payments” means the installment sale payments scheduled to be paid by the City under and pursuant to this Installment Sale Agreement.

Installment Sale Payment Date; 2025 Installment Sale Payment Date “Installment Sale Payment Date” means, (i) any date on which Installment Sale Payments are scheduled to be paid by the City under and pursuant to any Contract, and (ii) each 2025 Installment Sale Payment Date.
“2025 Installment Sale Payment Date” means [November 1, 2025] and the fifteenth day of the calendar month immediately preceding the respective May 1 and November 1 of each year thereafter.

Insurance Policy
“Insurance Policy” means the Municipal Insurance Policy issued by the Insurer, dated [Closing Date].

Insured Bonds
“Insured Bonds” means the Bonds maturing on May 1 of the years 20__ through 20__, inclusive, the scheduled payment of principal of and interest on the which, when due, will be guaranteed under the Insurance Policy.

Insurer
“Insurer” means ___________, or any successor thereto or assignee thereof.

Interest Payment Date
“Interest Payment Date” means a date on which interest on the Bonds is due and payable, being May 1 and November 1 of each year, commencing [November 1, 2025]. 7 Joint Powers Agreement
“Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of July 16, 1991, between the City and the Successor Agency for the Paramount Redevelopment Agency, as successor to the former Paramount Redevelopment Agency, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.

LACMTA
“LACTMA” means the Los Angeles County Metropolitan Transportation Authority.

Late Payment Rate
“Late Payment Rate" has the meaning set forth in the Trust Agreement.

Local Agencies
“Local Agencies” means the County and cities located within the County, including the City.

Maximum Annual Debt Service
“Maximum Annual Debt Service” means, as of any date of calculation, the greatest total Debt Service payable in any Fiscal Year during the period commencing with the then current Fiscal Year and terminating with the latest Fiscal Year in which payments are due under any Contract.

Measure M Guidelines
“Measure M Guidelines” means the guidelines prepared by LACMTA and disseminated to the Local Agencies, approved by the LACMTA Board on June 22, 2017, as amended.

Measure M Ordinance
“Measure M Ordinance” means Ordinance No. 16, the “The Los Angeles County Traffic Improvement Plan,” approved by LACTMA on July 23, 2016 and approved by at least two-thirds of electors voting on such proposition in the November 8, 2016 election, as supplemented and amended, including the attached Expenditure Plan, adopted by LACTMA, as supplemented and amended.

Measure M Project
“Measure M Project” means a capital project for which Measure M Receipts may be expended pursuant to the Measure M Ordinance as originally adopted or amended, including the related Administration Fee.

Measure M Receipts
“Measure M Receipts” means Measure M Revenues allocated by LACTMA to the City pursuant to the Measure M Ordinance as the City’s share of Local Return (as defined in the Measure M Ordinance) pursuant to Section 7 of the Measure M Ordinance.
8 Measure M Receipts Fund
“Measure M Receipts Fund” means the fund by that name established as provided in Section 3.02 hereof.

Measure M Revenues
“Measure M Revenues” means revenues of LACTMA pursuant to the Measure M Ordinance derived from a retail transactions and use tax imposed in the County of Los Angeles pursuant to Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code of the State of California and Division 12 (commencing with Section 130000) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented.

Opinion of Counsel
“Opinion of Counsel” means a written opinion of counsel of national reputation generally recognized to be well qualified in the field of law relating to municipal obligations such as the Bonds, retained by the City and satisfactory to the Trustee (who shall be under no liability by reason of such approval).

Other Available Revenues
“Other Available Revenues” means revenues, other than Measure M Receipts as herein defined, legally available to the City to make 2025 Installment Sale Payments, if any.

Policy Costs
“Policy Costs” has the meaning set forth in the Trust Agreement.

Project or Projects
“Project” or “Projects” means, as the context suggests, the design, acquisition, installation, and construction of one or more of the following street and roadway improvements, located in various sites in the City, ____________, purchased and financed with proceeds of the Bonds all as described more particularly in Exhibit B, attached hereto and incorporated herein.

Purchase Price
“Purchase Price” means the total of all 2025 Installment Sale Payments owed by the City to the Authority under the conditions and terms hereof for the repayment of the costs of the design, acquisition and construction of the Projects and the incidental costs and expenses related thereto paid by the Authority (including amounts owed to the Insurer in connection with the Insurance Policy and the Reserve Policy).

Rebate Amount
“Rebate Amount” means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of America with respect to the Bonds.
9 Rebate Analyst
“Rebate Analyst” means that firm or individual designated by the City to satisfy its obligation to perform the rebate calculations that may be required to be made from time to time with respect to the Bonds.

Rebate Fund
“Rebate Fund” means the fund by that name established in Section 4.06 of the Trust Agreement.

Reserve Account
“Reserve Account” means the account by that name established pursuant to Section 3.03 of the Trust Agreement.

Reserve Account Requirement
“Reserve Account Requirement” means, as of any date of calculation, an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the Bonds; (ii) 125% of the average annual Debt Service (as defined in this Agreement) on the Bonds, or (iii) the Maximum Annual Debt Service, as defined in this Agreement.

Reserve Policy
“Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the Insurer, dated [Closing Date], and credited to the Reserve Account. 2025 Installment Sale Payment Date
“2025 Installment Sale Payment Date” means the periodic payment dates upon which the 2025 Installment Sale Payments are required to be deposited with the Trustee as provided in Section 3.02 of this Agreement.
2025 Installment Sale Payments
“2025 Installment Sale Payments” means the periodic payments scheduled to be paid by the City under and pursuant to this Agreement.

Tax Certificate
“Tax Certificate” means the Tax Certificate dated the Closing Date and executed and delivered by the Authority and the City.

Trust Agreement
“Trust Agreement” means that certain Trust Agreement dated as of [Month] 1, 2025, by and among the Authority, the Trustee and the City, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.
10 Trustee
“Trustee” means [TRUSTEE], a national banking association duly organized and existing under and by virtue of the laws of the United States, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its successors and assigns as provided in the Trust Agreement.

Section 1.02. Terms defined in the Trust Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the Trust Agreement.

ARTICLE II

THE PROJECT
Section 2.01. Design, Acquisition, Construction and Sale of the Projects. The Authority hereby agrees to cause the design, acquisition and construction of the Projects for, and to sell the Projects to, the City; and the City agrees to transfer whatever real or personal property interest it may possess which may be required in order for the Authority to cause such design, acquisition and construction of the Projects. In order to implement this provision, the Authority hereby appoints the City as its agent for the purpose of such design, acquisition and construction, and the City hereby agrees to enter into such engineering, design and construction contracts and purchase orders as may be necessary, as agent for the Authority, to provide for the complete design, acquisition and construction of the Projects. The City hereby agrees that as such agent it will cause the acquisition and construction of the Projects to be diligently completed after the deposit of funds in the Acquisition Fund for such purpose pursuant to Section 2.11 of the Trust Agreement, and that it will use its best efforts to cause the design, acquisition and construction of the Projects to be completed by _______ 2028, except for unforeseeable delays beyond the reasonable control of the City.

The Authority hereby agrees to sell, and hereby sells, the Projects to the City. The City hereby agrees to purchase, and hereby purchases, the Projects from the Authority. Notwithstanding the foregoing, it is hereby expressly understood and agreed that the Authority shall be under no liability of any kind or character whatsoever for the payment of any costs or expenses incurred by the City (whether as agent for the Authority or otherwise) for the acquisition and construction of the Projects and that all such costs and expenses shall be paid by the City, regardless of whether the funds deposited in the Acquisition Fund are sufficient to cover all such costs.

ARTICLE III
2025 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE
Section 3.01. Purchase Price and Administration Fee.
(a) The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03.
(b) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is $_______.
(c) The interest to accrue on the unpaid balance of such principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City’s Purchase Price obligation hereunder.
11 (d) Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue from the Closing Date on the principal of each 2025 Installment Sale Payment at the following rates calculated on the basis of a 360-day year comprised of twelve 30-day months:

Principal Payment
Due Date (May 1)
Principal
Amount
Interest
Rate
(e) In addition, the City shall pay the Administration Fee for the administrative cost of the Projects and the financing.

If the Trustee renders any service hereunder or under the Trust Agreement, not provided for in the Trust Agreement or related financing documents, or the Trustee is made a party to or intervenes in any litigation pertaining to the Trust Agreement or related financing documents or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority, as an administrative expense of the City hereunder for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby.

Section 3.02. Payment of 2025 Installment Sale Payments and Administration Fee. The City shall, subject to prepayment as provided in Section 3.03, pay the Authority or the Trustee, as appropriate, the Purchase Price, without offset or deduction of any kind, by paying (i) the principal installments of the 2025 Installment Sale Payments, which principal installments shall be due annually each on its payment date, (ii) the interest installments of the 2025 Installment Sale Payments, which interest installments shall be due semiannually on each 2025 Installment Sale Payment Date and (iii) the Administration Fee which shall be due semiannually on each 2025 Installment Sale Payment Date. The 2025 Installment Sale Payments Schedule is set forth in Exhibit A attached hereto. Each 2025 Installment Sale Payment and the Administration Fee shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding May 1 and November 1 of each year, commencing [November 1, 2025].

The obligation of the City to pay the Purchase Price by paying the 2025 Installment Sale Payments and the Administration Fee is, subject to Section 8.01, absolute and unconditional, and until such time as the 2025 Installment Sale Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the City will not discontinue or suspend any 2025 Installment Sale Payments or Administration Fee required to be paid by it under this Section when due, whether or not the Projects or any part thereof is complete, or its use is suspended, interfered with, reduced, curtailed or 12 terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.

The City shall pay or reimburse the Insurer, from Measure M Receipts or Other Available Revenues, any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in the Trust Agreement or this Installment Sale Agreement (each a “Related Document”); (ii) the pursuit of any remedies under the any Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to any Related Document whether or not executed or completed, or (iv) any litigation, proceeding (including an Insolvency Proceeding) or other dispute in connection with any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any Related Document. Amounts payable hereunder shall bear interest at the Late Payment Rate (related to the Insurance Policy) from the date such amount is paid or incurred by the Insurer until the date the Insurer is paid in full. The obligation to reimburse the Insurer shall survive discharge or termination of the Related Documents.

The City has established the “[Measure M Special Revenue Fund]” (referred to as the “Measure M Receipts Fund” herein), as a separate special, which fund the City agrees and covenants to maintain in accordance with the Measure M Ordinance and this Installment Sale Agreement so long as any 2025 Installment Sale Payments remain unpaid, and all money on deposit therein shall be applied and used only as provided herein including, without limitation, to pay the Purchase Price by paying the 2025 Installment Sale Payments and the Administration Fee. The City agrees and covenants that all Measure M Revenues received by it shall be deposited when and as received in the Measure M Receipts Fund and held therein in trust and applied in accordance with this Agreement for the benefit of the Trustee (as assignee of the rights of the Authority hereunder), the Insurer and the Bond Owners, and for the benefit of the owners of any Contracts.

The City covenants and agrees to apply Measure M Revenues as received on a monthly basis to the payment of 2025 Installment Sale Payments prior to any other expenditure of such funds, subject to the release for expenditure as provided in this section below and only in an amount not exceeding the Measure M Receipts.

The City covenants and agrees to include all Insurer Reimbursement Amounts (as more fully described in the Trust Agreement), amounts due to the Insurer pursuant to the third full paragraph under this Section 3.02 and Policy Costs (as more fully described in the Trust Agreement and the Insurance Agreement) in its calculation of 2025 Installment Sale Payments and shall pay all such payments from the Measure M Receipts.

The City hereby pledges and assigns on a first priority basis all all of the Measure M Receipts and all money in the Measure M Receipts Fund, and in the funds or accounts so specified and provided for in this Installment Sale Agreement, unconditionally and irrevocably to the punctual payment of the Installment Sale Payments (including 2025 Installment Sale Payments) and the Administration Fee, and the Measure M Receipts shall not be used for any other purpose while any of the 2025 Installment Sale Payments remain outstanding; subject to the provisions of this Installment Sale Agreement permitting application thereof as set forth below and for the purposes and on the terms and conditions set forth herein. 13 Notwithstanding the foregoing, the City may satisfy its obligation to deposit 2025 Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee, and if and when so deposited, shall be irrevocably pledged to the payment of 2025 Installment Sale Payments.

All Measure M Receipts on deposit in the Measure M Receipts Fund shall be transferred to the Trustee and otherwise applied at the following times in the following order of priority, and all moneys in each of such funds shall be held in trust and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section:
(a) Interest and Principal Account Deposits. On or before the 15th day preceding each Interest Payment Date, the City shall, from the Measure M Receipts in the Measure M Receipts Fund, transfer to the Trustee for deposit in the Interest Account within the Revenue Fund established under the Trust Agreement, a sum equal to the interest becoming due and payable hereunder on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Interest Account equal to the amount of interest becoming due and payable hereunder on the next succeeding Interest Payment Date; and on or before the 15th day preceding each Interest Payment Date, the City shall, from the Measure M Receipts in the Measure M Receipts Fund, transfer to the Trustee for deposit in the Principal Account within the Revenue Fund established under the Trust Agreement, a sum equal to the principal becoming due and payable hereunder on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Principal Account equal to the amount of Principal becoming due and payable hereunder on the next succeeding Interest Payment Date; and all money on deposit in the Interest Account and the Principal Account shall be used to make and satisfy the 2025 Installment Sale Payments due on each date and such payments shall be deposited by the Trustee to the Interest Account or the Principal Account, as the case may be, as defined in, created under and in accordance with the terms of, the Trust Agreement. The City shall not request the LACTMA to issue obligations on its behalf payable from Measure M Revenues as provided in the Measure M Ordinance. The City shall also, from the moneys in the Measure M Receipts Fund, transfer to the applicable trustee for deposit in the applicable payment fund, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, any other Debt Service in accordance with the provisions of the Contract, bond, resolution or indenture relating thereto.
(b) Reserve Account Deposit. On or before the 15th day of each month, the City shall, from remaining moneys in the Measure M Receipts Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to (a) the Trustee for deposit in the Reserve Account that sum, if any, necessary to restore the Reserve Account to an amount equal to the Reserve Account Requirement, all in accordance with and subject to the terms and conditions of Section 3.03 of the Trust Agreement, and (b) the applicable trustee for deposit to reserve funds or accounts established in connection with Contracts an amount that is equal to the amount required to be deposited therein. The City further agrees to pay to the Insurer all amounts owed to it pursuant to Section 3.05 of the Trust Agreement in connection with any draw on the Reserve Policy, and all related reasonable expenses incurred by the Insurer and shall pay interest thereon from the date of payment by the Insurer at the Late Payment Rate, in each case solely from available Measure M Receipts and subject to the first pledge of and lien upon the Measure M Receipts for the payment of the Bonds.

Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Policy Costs”) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.
14 Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy.

If the City shall fail to pay any Policy Costs in accordance with the requirements above, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Trust Agreement and this Installment Sale Agreement other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect owners of the Bonds.

Neither the Trust Agreement nor this Installment Sale Agreement shall be discharged until all Policy Costs owing to the Insurer shall have been paid in full. The City’s obligation to pay such amounts shall expressly survive payment in full of the Bonds. (c) Administration Account Deposit. On or before the 15th day preceding each Interest Payment Date, the City shall, from the remaining Measure M Receipts on deposit in the Measure M Receipts Fund, transfer to the Trustee for deposit in the Administration Account a sum equal to the Administration Fee, as determined in a Request of the City to be provided to the Trustee, becoming due and payable hereunder on the next Interest Payment Date, and all money on deposit in the Administration Account shall be used to pay the Administration Fee due on such Interest Payment Date, in accordance with the terms of the Trust Agreement.

At any time that Measure M Receipts remain in the Measure M Receipts Fund after providing (or otherwise reserving) for (i) all deposits required by subsections (a) for that bond year, (b), and (c) above, (ii) debt service on any Contracts for that bond year, and except as may be provided to the contrary in any Contracts, and (iii) amounts then owed to the Insurer in connection with any draw on the Reserve Policy, and so long as the City is not in default hereunder or thereunder, then any amount remaining on deposit in the Measure M Receipts Fund shall be released from the pledge and lien hereunder and shall be applied by the City in accordance with the Measure M Ordinance.

Section 3.03. Prepayment of 2025 Installment Sale Payments. The City may prepay from any source of available funds as a whole or in part on any date, on or after May 1, 20__, all or any part of the principal amount of the unpaid 2025 Installment Sale Payments becoming due on or after May 1, 20__, in such order of redemption as the City may determine upon written direction to the Authority and the Trustee (or, if the City fails to designate the order of redemption, on a proportionate basis as determined by the City among the 2025 Installment Sale Payments and by lot within a 2025 Installment Sale Payment Date), at a prepayment price equal to the principal amount prepaid and Bonds to be redeemed, plus accrued interest to the date of redemption. Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee describing such event and specifying the date on which the redemption will be paid and the order thereof, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date such notice is given.

ARTICLE IV

ADDITIONAL CONTRACTS
Section 4.01. Additional Contracts. So long as the City is not in default hereunder, the City may at any time execute any Contract or amend any Contract, the Installment Sale Payments under and pursuant to which, as the case may be, are payable from, and secured by a pledge and lien on, the Measure M Receipts on a parity with the payment by the City of the 2025 Installment Sale Payments as provided herein; 15 provided, that the lesser of (i) audited Measure M Receipts for the Fiscal Year next preceding the date of the adoption by the City Council of the City of the resolution authorizing the execution of such Contract and (ii) LACTMA’s estimates of the City’s share of Measure M Revenues for the current Fiscal Year, shall have produced a sum equal to at least 150% of the Maximum Annual Debt Service on all Contracts outstanding after the execution of such amendment or Contract as calculated in writing by the City and a third-party financial consultant to the City. Notwithstanding the foregoing provisions, there shall be no limitations on the ability of the City to execute any Contract at any time to refund any outstanding Contract where such refunding results in a reduction in annual payment on such Contract. Policy Costs due and owing to the Insurer, and similar costs due and owing to any other provider of a municipal bond insurance policy or debt service reserve insurance policy or surety with respect to all Contracts outstanding and to be outstanding after the execution of such amendment or Contract, shall be included in the Maximum Annual Debt Service requirement for purposes of the foregoing calculation and the calculation of Maintenance of Revenues in Section 5.04 herein.

Notwithstanding the foregoing provisions, there shall be no limitations on the ability of the City to execute any Contract at any time to refund any outstanding Contract.

The City covenants not to request the LACTMA to issue obligations on its behalf payable from Measure M Revenues.

ARTICLE V

REPRESENTATIONS AND COVENANTS OF THE CITY AND THE AUTHORITY Section 5.01. Authority; Compliance with Installment Sale Agreement and Trust Agreement.

The City is a municipal corporation and general law city duly organized and existing under the Constitution of the State of California, with full legal right, power and authority to execute, deliver and perform its obligations under this Installment Sale Agreement, and compliance with the provision hereof will not materially conflict with or constitute a material breach of or default under any applicable provision of law, or any applicable regulation or agreement to which the City is a party or may be subject.

The City will punctually pay the 2025 Installment Sale Payments in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate this Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Projects, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities.

The Authority will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to this Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to repay the costs of the acquisition and 16 construction of the Projects and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as authorized under law and this Installment Sale Agreement.

Section 5.02. Use of Proceeds of Bonds. The Authority and the City agree that the proceeds of the Bonds deposited in the Acquisition Fund will be used by the City, as agent for the Authority, to pay the costs of the acquisition and construction of the Projects solely to the extent the Projects are eligible to be funded through the use of Measure M Revenues as provided in the Measure M Guidelines and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement.

Section 5.03. Against Encumbrances. The City will pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment furnished, or alleged to have been furnished, to or for the City payable from the Measure M Receipts or which may impair the security for the 2025 Installment Sale Payments and will keep the Measure M Receipts free of any and all liens against any portion of the Measure M Receipts. In the event any such lien attaches to or is filed against any portion of the Measure M Receipts, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgment. The City will, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys’ fees) as a result of any such lien or claim of lien against any portion of the Measure M Receipts.

The City may pledge, encumber or otherwise secure its obligations with the Measure M Receipts, provided, that except as permitted by Section 4.01 hereof, in all instances any such pledge, lien or security is wholly subordinate and junior to the obligations of the City contained herein.

Section 5.04. Maintenance of Measure M Revenues. The City will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Measure M Revenues, including, but not limited to, the Measure M Ordinance, any applicable congestion management plans relating to the City and the California Environmental Quality Act (CEQA) relating to the Projects, and will take any and all reasonable actions required in order to maintain the City’s ability to receive the Measure M Revenues and apply the same as provided herein; provided, that nothing herein shall require the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Measure M Revenues to be received by the City in the next Fiscal Year to be less than 150% of Maximum Annual Debt Service. The City’s receipt of 2025 Installment Sale Payments is subordinate to certain obligations of LACTMA as provided in the Measure M Ordinance. If the Maximum Annual Debt Service is attributable to the Fiscal Year beginning on July 1, 2039 (or in the event that the Measure M Ordinance is hereafter modified or amended, such Fiscal Year as specified in the Measure Ordinance as amended or modified) or any Fiscal Year subsequent to the Fiscal Year beginning July 1, 2039, for purposes of the calculation to be made pursuant to this Section 5.04, the City, in determining its estimated Measure M Revenues to be received by the City in the next Fiscal Year, shall be permitted to adjust the estimated Measure M Receipts to account for the increase in the Measure M Revenues from 1/2% to 1% (or in the event that the Measure M Ordinance is hereafter modified or amended, the estimated Measure M Receipts may be adjusted by the change in the Measure M Revenues specified in the Measure M Ordinance as amended or modified), which is scheduled to occur on July 1, 2039. 17 Without limiting the foregoing, the City hereby represents and covenants as follows:
(a) The City hereby represents that it has complied with the (i) the Measure M Ordinance, (ii) the Measure M Guidelines and (iii) the Borrowing Guidelines for Prop A, Prop C, Measure R and Measure M Local Return Programs, dated March 1, 2018.
(b) If, pursuant to the Measure M Ordinance and the Measure Guidelines, LACMTA determines that the City is required to contribute 3% of the total costs of a major transit project, the City shall use its best efforts to enter into an agreement with LACMTA regarding such 3% contribution (the “Contribution Agreement”) in a timely manner. On an annual basis, the City shall adopt all necessary budgets and make all necessary appropriations for the payment of the 3% contribution pursuant to the terms of the Contribution Agreement.
(c) The City shall maintain, at a minimum, the same level of local funding for transportation projects and services at the level that constitutes the maintenance of effort as determined by LACMTA pursuant to the terms of the Measure M Ordinance and the Measure M Guidelines. The City hereby covenants to include in each annual budget amounts sufficient to satisfy its annual maintenance of effort requirement.
(d) The City hereby represents that it has entered into an Assurances and Understanding Agreement dated ________, 20__ (the “Assurances and Understanding Agreement”), with LACMTA, and that such Assurances and Understanding Agreement is in full force and effect. The City covenants that it shall comply with terms of the Assurances and Understanding Agreement, as the same may be amended from time to time.
(e) The City covenants that by no later than August 1 of each year, or such other date as may be required, it shall submit an Expenditure Plan to LACMTA. Each such Expenditure Plan shall comply with the Measure M Guidelines.
(f) The City covenants that by no later than October 15 of each year, or such other date as may be required, the City shall submit an Expenditure Report to LACMTA. The Expenditure Report shall comply with the Measure M Guidelines.
(g) The City covenants to assist LACMTA in conducting an annual financial and compliance audit to verify the City’s adherence to the Measure M Guidelines. The audit shall be conducted as part of LACMTA’s Consolidated Audit Program. The City shall maintain proper accounting records and documentation to facilitate the performance of the audit prescribed in the Measure M Guidelines. The City shall retain such records relating to the Measure M Receipts for at least four years following the year of allocation.
(h) The City hereby covenants to expend Measure M Receipts within five years from the last day of the Fiscal Year in which such Measure M Receipts were originally allocated or received; provided that if LACMTA approves a request of the City to have additional time to expend Measure M Receipts beyond the five year term limit, the City shall expend such Measure M Receipts within the term limit prescribed by LACMTA in its approval of the City’s request to have additional time to expend the Measure M Receipts.
(i) The City hereby covenants, in any year, not to apply greater than 20% of the City’s total expenditures payable from Measure M Receipts on administrative expenditures authorized under the Measure M Guidelines.
18 (j) If following the performance of the annual financial and compliance audit by LACMTA, the City is notified that certain corrective action is required to be taken by the City, the City covenants to take all such corrective action as soon as practicably possible.

Section 5.05. Tax Covenants. The City will not directly or indirectly use or permit the use of the proceeds of the obligation provided herein or any other funds of the City or take or omit to take any action which would cause such obligation to be an “arbitrage bond” within the meaning of Section 148 of the Code, or a “federally guaranteed obligation” under Section 149(b) of the Code, or a “private activity bond” as described in Section 141 of the Code. To that end, so long as any 2025 Installment Sale Payment is unpaid, the City will comply with all requirements of such sections of the Code to the extent applicable to the obligation provided herein and with the provisions of the Tax Certificate. Upon calculation by the Rebate Analyst of a Rebate Amount, the City shall, from any source of available funds, immediately transfer an amount of money equal to the Rebate Amount to the Trustee for deposit in the Rebate Fund established pursuant to Section 4.06 of the Trust Agreement.

The Authority and the City will at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest on the Bonds will not be included in the gross income of the owners of such bonds for federal income tax purposes under the Code and will take no action that would result in such interest being so included.

Section 5.06. Prompt Acquisition and Construction of the Projects. The City will take all necessary and appropriate steps to acquire and construct the Projects, as agent of the Authority, with all practicable dispatch and in an expeditious manner and in conformity with law so as to complete the same as soon as possible.

Section 5.07. Accounting Records and Financial Statements. (a) The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Measure M Receipts and the Projects, which records shall be available for inspection by the Authority and the Trustee at reasonable hours and under reasonable conditions.
(b) The City will prepare annually within six months after the close of each Fiscal Year or, if not then available, as soon thereafter as possible, audited financial statements of the City for the preceding Fiscal Year. The Trustee shall have no responsibility to review any such accounting records or audited financial statements.

Section 5.08. Protection of Security and Rights of the Authority and the Trustee. The City will preserve and protect the security hereof and the rights of the Authority, the Insurer and the Trustee to the 2025 Installment Sale Payments hereunder and will warrant and defend such rights against all claims and demands of all persons.

Section 5.09. Further Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein.

Section 5.10. Continuing Disclosure. The City hereby covenants and agrees that it will enter into and comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Installment Sale Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default hereunder; however, the 19 Trustee shall at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Owner of at least 25% aggregate principal amount of Outstanding Bonds, or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section. For purposes of this Section, “Beneficial Owner” means any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).

When the Trustee incurs expenses or renders services pursuant to this Section, the Trustee shall be entitled to reasonable compensation for such expenses and services rendered.

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES
Section 6.01. Events of Default and Acceleration of Principal. If one or more of the following “Events of Default” shall happen, that is to say --
(1) if default shall be made in the due and punctual payment of any 2025 Installment Sale Payment or any Contract when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of 30 days after the City shall have been given notice in writing of such default by the Authority or the Trustee;
(3) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; or (4) if payment of the principal of any Contract is accelerated in accordance with its terms;
then and in each and every such case during the continuance of such Event of Default specified in clause (1) above, the Authority shall, and for any other such Event of Default the Authority may (with the prior written consent of the Insurer), by notice in writing to the City and the Insurer, declare the entire principal amount of the unpaid 2025 Installment Sale Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This subsection is subject to the condition, however, that if at any time after the entire principal amount of the unpaid 2025 Installment Sale Payments or the unpaid payment of any other Contract referred to in clause (1) above due prior to such declaration and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the City shall deposit with the Authority a sum sufficient to pay the unpaid principal amount of the 2025 Installment Sale Payments or the unpaid payment of any other Contract referred to in clause (a) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid principal amounts of the 2025 Installment Sale Payments or such Contract if paid in accordance 20 with their terms, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of the entire principal amount of the unpaid 2025 Installment Sale Payments and the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Authority or provision deemed by the Authority to be adequate shall have been made therefor, then and in every such case the Authority, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.

Section 6.02. Application of Measure M Receipts Upon Acceleration. All Measure M Receipts upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 and all Measure M Receipts thereafter received shall be applied in the following order -- First, to the payment of the costs and expenses of the Trustee and the Authority, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses;
Second, to the payment of the interest then due and payable on the entire principal amount of the unpaid 2025 Installment Sale Payments and Contracts, and, if the amount available shall not be sufficient to pay in full all such interest then due and payable, then to the payment thereof ratably, according to the amounts due thereon without any discrimination or preference; Third, to the payment of the unpaid principal amount of the 2025 Installment Sale Payments and the unpaid principal amount of all Contracts which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal and interest amounts of the unpaid 2025 Installment Sale Payments and such Contracts at the rate or rates of interest then applicable to such 2025 Installment Sale Payments and such Contracts if paid in accordance with their terms, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2025 Installment Sale Payments and all Contracts on any date, together with such interest, then to the payment thereof ratably, according to the principal amount due on such date, without any discrimination or preference; and
Fourth, to the payment of amounts due to the Insurer not paid pursuant to Second and Third above.

Section 6.03. Other Remedies. The Trustee shall have the right -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmember, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or
(c) by suit in equity upon the happening of an Event of Default to require the City and its council members, officers and employees to account as the trustee of an express trust.

Section 6.04. Non-Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2025 Installment Sale Payments from the Measure M Receipts to the Trustee at the respective due dates or upon prepayment, or 21 shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein.

A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.

If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law. The exercise of remedies hereunder shall be subject to the provisions of the Trust Agreement, including Articles VII and IX thereof.

ARTICLE VII

DISCHARGE OF OBLIGATIONS
Section 7.01. Discharge of Obligations.
(a) If the City shall pay or cause to be paid all the 2025 Installment Sale Payments at the times and in the manner provided herein, and all amounts owed the Insurer shall have been paid in full, the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied. (b) Any unpaid principal installment of the 2025 Installment Sale Payments shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payment of such 2025 Installment Sale Payments and the redemption premium, if applicable, in the manner provided herein. (c) All or any portion of unpaid principal installments of the 2025 Installment Sale Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the City to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Defeasance Obligations (as that term is defined in the Trust Agreement), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due with respect to the principal installments of such 2025 Installment Sale Payments and the principal installments of such 2025 Installment Sale Payments or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, and the redemption premiums, if any, applicable thereto and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not 22 cause the interest on the Bonds to be includable in gross income under the Code for federal income tax purposes.
(d) After the payment of all 2025 Installment Sale Payments and redemption premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of this Installment Sale Agreement, and the Trustee shall pay over and deliver to the City, as an overpayment of 2025 Installment Sale Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2025 Installment Sale Payments, which money and investments shall continue to be held uninvested by the Trustee in trust for the payment of the 2025 Installment Sale Payments and shall be applied by the Trustee pursuant to the Trust Agreement.

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Liability of City Limited to Measure M Receipts. Notwithstanding anything contained herein, the City shall not be required to advance any moneys derived from any source of income other than the Measure M Receipts for the payment of the 2025 Installment Sale Payments or for the performance of any agreements or covenants required to be performed by it contained herein.

The obligation of the City to make the 2025 Installment Sale Payments is a special obligation of the City payable solely from the Measure M Receipts as provided herein, and does not constitute a debt of the City or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction.

Section 8.02. Benefits of Installment Sale Agreement. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Insurer or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the Authority, the City or the Trustee shall be for the sole and exclusive benefit of the other parties. The Insurer is a third party beneficiary of this Installment Sale Agreement. This Installment Sale Agreement shall not be amended, supplemented or modified without the prior written consent of the Insurer.

Section 8.03. Successor Is Deemed Included in all References to Predecessor. Whenever either the Authority or the City or the Trustee 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 or the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or the City or the Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 8.04. Waiver of Personal Liability. No councilmember, officer or employee of the City shall be individually or personally liable for the payment of the 2025 Installment Sale Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby.

Section 8.05. Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for 23 convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to “Articles,” “Sections,” “Exhibits” and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith” and other words of similar import refer to the Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof.

Section 8.06. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the City hereby declare that they would have executed this Installment Sale Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 8.07. Assignment. The Installment Sale Agreement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the City hereby expressly acknowledges and consents. Any other assignment without the consent of the Trustee and the Insurer shall be void.

Section 8.08. Net Contract. The Installment Sale Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2025 Installment Sale Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever.

Section 8.09. California Law. The Installment Sale Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 8.10. Indemnification. The City shall, to the full extent then permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority and its directors, officers and employees and the Trustee and its directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, reasonable counsel fees and expenses, penalties and interest arising out of or as the result of the acquisition, construction, installation and use of the Projects and each portion thereof or any accident in connection with the operation, use, condition or possession of the Projects or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the Projects. The City and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either’s learning thereof.

Section 8.11. Funds. Any fund required to be established and maintained herein by the City may be established and maintained in the accounting records of the City either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at 24 all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the owners of such Bonds.

Section 8.12. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: City Manager
If to the Authority: Paramount Public Financing Authority c/o City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: Executive Director
If to the Insurer:

In each case in which the notice or other communication refers to a claim on the Insurance Policy, the Reserve
Policy or an Event of Default, such notice or other
communication shall be marked "URGENT
MATERIAL ENCLOSED" and a copy shall also be
sent to the attention of the General Counsel at the above address and at _______.

Section 8.13. Notices to Insurer; Miscellaneous Insurer Provisions. The Insurer shall be provided with the following information by the City:
(a) Annual audited financial statements within 180 days after the end of the City’s fiscal year (together with a certification of the City that it is not aware of any default or Event of Default under the Installment Sale Agreement or the Trust Agreement), and the City’s annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time;
(b) Notice of the commencement of any Insolvency Proceeding; (c) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal or interest on the Bonds; (d) All reports, notices and correspondence to be delivered to Owners under the terms of this Agreement; and
(e) All information furnished pursuant to the Continuing Disclosure Certificate entered into in connection with the Bonds shall also be provided to the Insurer, simultaneously with the furnishing of such information (the provision of which may be by posting with the MSRB).

The Insurer shall have the right to receive such additional information as it may reasonably request. 25 The City will permit the Insurer to discuss the affairs, finances and accounts of the City or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the City and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the City on any Business Day upon reasonable prior notice.

Section 8.14. Agreement Represents Complete Agreement; Amendments. This Installment Sale Agreement (together with the Trust Agreement) represents the entire contract between the parties.

This Installment Sale Agreement may not be effectively amended, changed, modified, altered or terminated except by the written agreement of the City and the Authority, given in accordance with the provisions of the Trust Agreement.

Section 8.15. Effective Date. This Installment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII).

Section 8.16. Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this Installment Sale Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent (i) that, by signing this Installment Sale Agreement using an electronic signature, it is signing, adopting and accepting this Installment Sale Agreement, and (ii) that signing this Installment Sale Agreement using an electronic signature is the legal equivalent of having placed the undersigned officer’s handwritten signature on this Installment Sale Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Installment Sale Agreement in a usable format.

Section 8.17. Execution in Counterparts. This Installment Sale Agreement 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.
26 IN WITNESS WHEREOF, the parties hereto have executed and attested this Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above.

CITY OF PARAMOUNT
By:

City Manager
ATTEST
By: ______________________________
City Clerk

PARAMOUNT PUBLIC FINANCING

AUTHORITY
By:

Executive Director
ATTEST
By: ______________________________
Secretary of the Board of Directors
1 EXHIBIT A
2025 SALE PAYMENTS SCHEDULE
2025 Installment
Sale Payment Date*
Interest
Installment
Principal
Installment
Total 2025
Installment Sale
Payments
*
Each 2025 Installment Sale Payment shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding the respective May 1 and November 1 payment dates as provided in Section 3.02. 1 EXHIBIT B

DESCRIPTION OF PROJECT
The construction of streets and roadways within the corporate limits of the City of Paramount, which improvements are eligible costs payable from Measure M Receipts including, without limitation, the financing of the design, acquisition, installation, and construction of various street and roadway improvements, located in various sites in the City , including the _______, as more particularly described below:
[To come from the City]
The City may add, delete or substitute other improvements for the Projects described above by filing with the Authority and Trustee a Certificate of the City, provided the project is a Measure M Project.

Agenda Version

TRUST AGREEMENT
among

PARAMOUNT PUBLIC FINANCING AUTHORITY,
[TRUSTEE],
as Trustee
and

CITY OF PARAMOUNT
Dated as of [Month] 1, 2025

PARAMOUNT PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A TRANSPORTATION SALES TAX REVENUE BONDS
SERIES 2025

TABLE OF CONTENTS
Page
i
ARTICLE I DEFINITIONS; EQUAL SECURITY......................................................................2 Section 1.01. Definitions..........................................................................................................2 Section 1.02. Equal Security...................................................................................................12 ARTICLE II THE BONDS...........................................................................................................12 Section 2.01. Preparation and Purpose of Bonds....................................................................12 Section 2.02. Terms of the Bonds...........................................................................................12 Section 2.03. Issuance of Bonds.............................................................................................13 Section 2.04. Authentication of Bonds...................................................................................13 Section 2.05. Registration Books ...........................................................................................13 Section 2.06. Transfer and Exchange of Bonds......................................................................14 Section 2.07. Book-Entry System...........................................................................................14 Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen ....................................................16 Section 2.09. Temporary Bonds.............................................................................................17 Section 2.10. Redemption of Bonds.......................................................................................17 Section 2.11. Establishment of Funds and Accounts; Deposit of Proceeds...........................19 Section 2.12. Validity of Bonds..............................................................................................20 ARTICLE III REVENUES ............................................................................................................20 Section 3.01. Pledge of Revenues; Assignment .....................................................................20 Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund...................................21 Section 3.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund...................................................................................................21 Section 3.04. Deposit and Investments of Money in Accounts and Funds............................23 Section 3.05. Reserve Policy Payment and Reimbursement Provisions................................24 ARTICLE IV COVENANTS.........................................................................................................25 Section 4.01. Compliance with Agreement............................................................................25 Section 4.02. Amendment of Agreement ...............................................................................26 Section 4.03. Against Encumbrances.....................................................................................26 Section 4.04. Punctual Payment .............................................................................................26 Section 4.05. Extension of Payment of Bonds .......................................................................26 Section 4.06. Tax Covenants; Rebate Fund............................................................................26 Section 4.07. Accounting Records and Reports.....................................................................27 Section 4.08. Observance of Laws and Regulations ..............................................................27

TABLE OF CONTENTS
(continued)
Page
ii
Section 4.09. Further Assurances...........................................................................................27 Section 4.10. Recordation and Filing .....................................................................................27 Section 4.11. Acquisition of the Projects ...............................................................................28 ARTICLE V THE TRUSTEE.......................................................................................................28 Section 5.01. The Trustee .......................................................................................................28 Section 5.02. Liability of Trustee ...........................................................................................29 ARTICLE VI AMENDMENT OF THE TRUST AGREEMENT.................................................32 Section 6.01. Amendment of the Trust Agreement................................................................32 Section 6.02. Disqualified Bonds...........................................................................................33 Section 6.03. Endorsement or Replacement of Bonds After Amendment .............................33 Section 6.04. Amendment by Mutual Consent.......................................................................33 Section 6.05. Information to Rating Agency..........................................................................33 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF OWNERS..................................33 Section 7.01. Events of Default..............................................................................................33 Section 7.02. Application of Funds Upon Acceleration of Agreement..................................34 Section 7.03. Other Remedies of the Trustee .........................................................................34 Section 7.04. Non-Waiver ......................................................................................................34 Section 7.05. Actions by Trustee as Attorney-in-Fact............................................................35 Section 7.06. Remedies Not Exclusive...................................................................................35 Section 7.07. Limitation on Owners’ Right to Sue.................................................................35 Section 7.08. Limited Liability of the City.............................................................................36 Section 7.09. Limited Liability of the Authority....................................................................36 ARTICLE VIII DEFEASANCE .......................................................................................................36 Section 8.01. Discharge of Bonds ..........................................................................................36 Section 8.02. Unclaimed Money ............................................................................................37

ARTICLE IX PROVISIONS RELATED TO THE INSURER AND THE INSURANCE POLICY...................................................................................................................37 Section 9.01. General Provisions............................................................................................37 Section 9.02. Claims Upon the Insurance Policy and Payments by and to the Insurer..........40 ARTICLE X MISCELLANEOUS................................................................................................42 Section 10.01. Liability of Authority Limited to Revenues...................................................42 Section 10.02. Benefits of the Trust Agreement Limited to Parties.......................................42

TABLE OF CONTENTS
(continued)
Page
iii
Section 10.03. Successor Is Deemed Included In All References To Predecessor ................43 Section 10.04. Execution of Documents by Owners..............................................................43 Section 10.05. Waiver of Personal Liability; No Liability of Authority Members................43 Section 10.06. Acquisition of Bonds by Authority ................................................................43 Section 10.07. Destruction of Canceled Bonds......................................................................43 Section 10.08. Content of Certificates; Post-Issuance Legal Opinions..................................43 Section 10.09. Accounts and Funds; Business Days..............................................................44 Section 10.10. Article and Section Headings and References................................................44 Section 10.11. Partial Invalidity .............................................................................................44 Section 10.12. Execution in Several Counterparts.................................................................44 Section 10.13. Notices............................................................................................................44 Section 10.14. Governing Law...............................................................................................45 EXHIBIT A FORM OF BOND........................................................................................................A-1 EXHIBIT B FORM REQUISITION FROM THE ACQUISITION FUND.....................................B-1

TRUST AGREEMENT
THIS TRUST AGREEMENT, made and entered into and dated as of [Month] 1, 2025 (the “Trust Agreement”) among the PARAMOUNT PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), [TRUSTEE], a national banking association duly organized and existing under and by virtue of the laws of the United States of America (the “Trustee”), and the CITY OF PARAMOUNT, a municipal corporation and general law city duly organized and existing under the Constitution of the State of California (the “City”);
W I T N E S S E T H:

WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California;
WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers the Authority to issue revenue bonds to assist the City in financing projects and programs that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof, upon a determination that there are significant public benefits from so doing;
WHEREAS, the City has determined as provided in that Installment Sale Agreement, dated as of the date hereof (the “Agreement”), by and between the City and the Authority, that the design, acquisition, installation, and construction various street and roadway improvements, located in various sites in the City, that are eligible for funding from Measure M Revenues and therefore constitute Measure M Projects (collectively, the “Projects”) is necessary and proper for City purposes and uses, and under the terms of applicable law;
WHEREAS, the Authority desires to assist the City in financing the Projects; WHEREAS, to assist the City with the design, acquisition, installation, and construction of the Projects, the Authority has determined to acquire and construct the Projectsfor, and sell the Projects to, the City;
WHEREAS, in order to provide funds to refinance the Projects, the Authority desires to issue its Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025 (the “Bonds”);
WHEREAS, the Bonds will be payable from and secured by installment payments made by the City and received by the Authority pursuant to the Agreement; WHEREAS, in order to provide for the authentication and issuance of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; and WHEREAS, the Authority and the City have executed a Bond Purchase Agreement, in connection with the sale to Raymond James & Associates, Inc. (the “Purchaser”) of the Bonds; 2 WHEREAS, the Authority is empowered pursuant to the Agreement and the aforementioned Article 4 to cause the acquisition of the Projects (as hereinafter defined) and to finance the Projects through the issuance and sale of the Bonds;
WHEREAS, in order to provide for the issuance of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be executed, delivered and secured and to secure the payment of the principal of, and interest on, the Bonds, the Authority has authorized the execution and delivery of this Trust Agreement; and
WHEREAS, the Bonds and the form of assignment to be endorsed thereon are to be substantially in the form set forth in Exhibit A, with necessary or appropriate variations, omissions and insertions, as permitted or required hereby;
WHEREAS, the Trustee has accepted the trust created by this Trust Agreement and in evidence thereof has joined in the execution hereof; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Trust Agreement and issuance of the Bonds do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Trust Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE

MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER

VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified:
“Acquisition Fund” means the fund by that name established and maintained pursuant to Section 2.11.
“Act” means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto. “Administration Fee” means an amount equal to the sum of the Trustee’s fees, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of the Agreement and this Trust Agreement, payable by the City, in accordance with the Agreement, on the 15th day of the month preceding each Interest Payment Date.
“Administration Account” means the account by that name established and maintained pursuant to Section 3.03.
3 “Agreement” means the Installment Sale Agreement, dated as of [Month] 1, 2025, between the Authority and the City as originally executed and as it may from time to time be amended or supplemented pursuant to the provisions hereof and thereof. “Authority” means the Paramount 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 and the Joint Powers Agreement, and its successors and assigns as provided in this Trust Agreement. “Authorized Authority Representative” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Directors of the Authority pursuant to a resolution adopted thereby. “Authorized City Representative” means the Mayor of the City, the Vice Mayor of the City, the City Manager of the City, the Finance Director of the City or the City Clerk, or any other person at the time designated to act on behalf of such City by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such City by an Authorized City Representative.
“Authorized Denominations” means $5,000 and any integral multiple thereof. “Bond Purchase Price” means with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion), plus the applicable premium, if any, payable upon purchase thereof pursuant to the provisions of such Bond and this Trust Agreement. “Bonds” means the Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025.
“Business Day” means any day of the year, other than (i) a Saturday, (ii) a Sunday, (iii) a day on which banks located in the city in which either the designated corporate trust office of the Trustee is located is required or authorized by law to be closed or (iv) a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational. “Cash Flow Consultant” means Raymond James & Associates, Inc. or any successor thereto appointed by the Authority.
“Cash Flow Report” means a report prepared by the Cash Flow Consultant identifying Bonds to be redeemed as a result of any redemption pursuant to Section 2.10 hereof. In the case of any optional redemption pursuant to section 2.10(a) hereof, such report shall demonstrate that Revenues expected to be received following such redemption shall be sufficient to pay the regularly scheduled principal of, and interest on, the Bonds as such amounts become due and payable. In the case of a mandatory redemption pursuant to section 2.10(b) hereof, such report shall identify maturities of Bonds to be redeemed in a manner consistent with Section 7.02 hereof and Section 6.02 of the Agreement relating to the application of Revenues upon acceleration.
“City” means the City of Paramount, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means [Closing Date].
4 “Code” means the Internal Revenue Code of 1986, as amended and the regulations issued thereunder.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the Closing Date, executed by the City, relating to the Bonds, as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization and issuance of the Bonds, including, but not limited to costs of preparation and reproduction and delivery of documents, filing and recording fees, fees and charges of the Trustee and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, fees of rating agencies, fees and charges for preparation, execution and safekeeping of the Bonds and any other costs, charges or fees in connection with the original execution, issuance, delivery, marketing and sale of the Bonds. “Costs of Issuance Fund” means the fund by that name established and maintained pursuant to Section 2.11.
“Defeasance Obligations” means the following: (1) cash, (2) non callable direct obligations of the United States of America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer, pre refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for “AAA” defeasance under then existing criteria of S&P or any combination thereof, which shall be used to effect defeasance of the Bonds.
“Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the City, and who, or each of whom - (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority or the City;
(2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority or the City; and
(3) is not connected with the City as a member, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority or the City.
5 “Insurance Policy” means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. “Insured Bonds” means the Bonds maturing on May 1 of the years 20__ through 20__, inclusive, the scheduled payment of principal of and interest on the which, when due, will be guaranteed under the Insurance Policy.
“Insurer” means _________, or any successor thereto or assignee thereof. “Interest Account” means the account by that name established pursuant to Section 3.03. “Interest Payment Date” means a date on which interest on the Bonds is due and payable, being May 1 and November 1 of each year, commencing [November 1, 2025]. “Joint Powers Agreement” means the Joint Exercise of Powers Agreement, dated as of November 1, 2024, by and between the City and the California Statewide Communities Development Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms.
“LACTMA” means the Los Angeles County Metropolitan Transportation Authority. “Late Payment Rate” means the lesser of (x) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3% (with respect to the Insurance Policy) or 5% (with respect to the Reserve Policy), and (ii) the then-applicable highest rate of interest on the Bonds and (y) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Insurer shall specify. If the interest provisions of shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Insurer, with the same force and effect as if the Authority or the City had specifically designated such extra sums payable from Measure M Receipts as 2025 Installment Sale Payments to be so applied and the Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreed-to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection.
“Measure M Ordinance” means Ordinance No. 16, the “The Los Angeles County Traffic Improvement Plan,” approved by LACTMA on July 23, 2016 and approved by at least two-thirds of electors voting on such proposition in the November 8, 2016 election, as supplemented and amended, including the attached Expenditure Plan, adopted by LACTMA, as supplemented and amended. 6 “Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City pursuant to the Agreement.
“Office of the Trustee” means the principal corporate trust office of the Trustee in ________, _______, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of Anzel Galvan LLP or other counsel of recognized national standing in the field of law relating to municipal obligations, appointed and paid by the City and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval).
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 6.02) all Bonds except
(1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section 8.01; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been executed and delivered by the Trustee pursuant hereto.
“Owner” means any person who shall be the registered owner of any Outstanding Bond. “Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to—variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”). These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
7 -General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, other deposit products, and bankers’ acceptances (having maturities of not more than 30 days) of any bank (including the Trustee and any affiliate) the short-term obligations of which are rated “A-1” or “A-2” without regard to qualifier by S&P. (5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
8 (6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P and “Prime-1” by Moody’s. (7) Money market mutual funds rated in the highest investment category granted thereby from S&P and Moody’s, including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise, but excluding such funds with a floating net asset value. (8) Repurchase agreements:

With (1) any domestic bank, or domestic branch of a foreign bank or any non-bank financial institution or primary dealer as designated by the Federal Reserve the long term debt of which is rated at least “BBB+” by Standard & Poor’s or Moody’s (including the Trustee or any of its affiliates); or (2) any broker-dealer with “retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “BBB+” by Standard & Poor’s or Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated “BBB+” or better by Standard & Poor’s or Moody’s, provided that:
(a) The collateral shall be securities described in clause 1(a), (b) or (c) of this subsection, and the market value of the collateral is maintained at levels equal to 104% of the amount of cash transferred by the Trustee or the City to the provider of the repurchase agreement plus accrued interest with the collateral being valued weekly and marked-to-market at current market price plus accrued interest;
(b) The Trustee or a third party acting solely as agent therefor or for the City (the “Holder of the Collateral”) has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
(c) The repurchase or reverse repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);
(d) The repurchase or reverse repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or Standard & Poor’s is withdrawn or suspended or falls below “BBB” by Standard & Poor’s or “Baa2” by Moody’s, as appropriate, the provider must, at the direction of Trustee, within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the Trustee or the City.

Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (a) above, so long as such collateral levels are 103% or better and the provider is rated at least “A” by Standard & Poor’s or Moody’s, respectively.
(9) State Obligations
9 (a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated.
(b) Direct, general short-term obligations of any state agency or subdivision described in (a) above and rated “A-1+” by S&P and “Prime-1” by Moody’s. (c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa” or better by Moody’s.
(10) Local Agency Investment Fund of the State of California. (11) Investment agreements including guaranteed investment contracts, repurchase agreements and forward delivery agreements, that are obligations of an entity rated, or whose obligations are rated, or guaranteed by an entity which is rated or whose obligations are rated, (at the time the investment is entered into) not lower than “A-“ by S&P or Fitch, or “A3” by Moody’s. (12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”); (d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and (f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of or investment in such Permitted Investments. 10 “Principal Account” means the account by that name established and maintained pursuant to Section 3.03.
“Project” or “Projects” has, as the context suggests, the meaning ascribed to such term in the Agreement.
“Project Costs” means all costs of payment of, or reimbursement for, the engineering, design, acquisition, installation, provision and financing of the Projects, including but not limited to, engineering and installation management costs, administrative costs and capital expenditures relating to financing payments, costs of accounting, feasibility, environmental and other reports, interest during the period of acquisition and installation of the Projects, insurance costs, inspection costs, permit fees, filing and recording costs, printing costs, reproduction and binding costs, initial fees and charges of the Authority and the Trustee, escrow fees, financing discounts, legal fees and charges, financial and other professional consultant fees and charges in connection with the foregoing. “Purchase Agreement” means that certain Bond Purchase Agreement dated _________, 2025, by and among the Authority, the City and the Purchaser relating to the Bonds. “Purchaser” means Raymond James & Associates, Inc. as initial purchaser of the Bonds. “Qualified Reserve Instrument” means an insurance policy meeting the requirements of Section 3.03(3).
“Rating Agency” means S&P, if the Bonds are then rated by S&P, and Moody’s, if the Bonds are then rated by Moody’s.
“Rebate Amount” means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of America with respect to the Bonds.
“Rebate Analyst” means that firm or individual designated by the City to satisfy its obligation to perform the rebate calculations that may be required to be made from time to time with respect to the Bonds.
“Rebate Analyst Fee” means the fee payable to the Rebate Analyst, payable by the City in accordance with the Agreement.
“Rebate Fund” means the fund by that name established and maintained pursuant to Section 4.06.
“Record Date” means the 15th day of the month next preceding each Interest Payment Date, whether or not such day is a Business Day.
“Redemption Price” means, with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion), plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Trust Agreement. “Request” or “Certificate” means with respect to the City an instrument in writing signed on behalf of the City by an Authorized City Representative, and with respect to the Authority means an instrument in writing signed on behalf of the Authority by an Authorized Authority Representative or 11 other person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee.
“Reserve Account” means the account by that name established and maintained pursuant to Section 3.03.
“Reserve Account Requirement” means, as of any date of calculation, an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the Bonds; (ii) 125% of the average annual Debt Service (as defined in the Agreement) on the Bonds, or (iii) the Maximum Annual Debt Service, as defined in the Agreement. “Reserve Policy” means the debt service reserve fund insurance policy issued by the Insurer and credited to the Reserve Account. The Reserve Policy is a Qualified Reserve Instrument. “Revenue Fund” means the fund by that name established and maintained pursuant to Section

3.02. “Revenues” means all 2025 Installment Sale Payments and other payments paid by the City and received by the Authority pursuant to the Agreement and all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) pursuant to Section 3.04. “S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City pursuant to the Agreement.
“Securities Depositories” means: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; or such other addresses and/or such other securities depositories as the Authority may designate to the Trustee in writing. “State” means the State of California.
“Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder.
“Surplus Account” means the account by that name established and maintained pursuant to Section 3.03.
“2025 Installment Sale Payments” means the periodic payments scheduled to be paid by the City under and pursuant to the Agreement.
“Tax Certificate” means the Tax Certificate and Agreement, dated the Closing Date and executed and delivered by the Authority and the City.
“Trust Agreement” means this Trust Agreement, dated as of [Month] 1, 2025, by and among the Authority, the Trustee and the City, as originally executed and as it may from time to time be 12 amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.
“Trustee” means [TRUSTEE], a national banking association duly organized and existing under and by virtue of the laws of the United States, acting in its capacity as trustee under this Trust Agreement, and its successors and assigns appointed pursuant to this Trust Agreement.

Section 1.02. Equal Security. In consideration of the acceptance of the Bonds by the Owners, this Trust Agreement shall be deemed to be and shall constitute a contract among the Trustee, the City, and the Owners to secure the full and final payment of the interest on and principal of the Bonds, subject to the agreements, conditions, covenants and terms contained herein; and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Trustee shall be for the equal and proportionate benefit, protection and security of all Owners without distinction, preference or priority as to benefit, protection or security of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01. Preparation and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and for the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to issue the Bonds in the form and manner provided herein for the purpose of providing funds to pay for and construct the Projects, and that the Bonds shall be entitled to the benefit, protection and security of the provisions hereof. The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Trust Agreement, the Act and other applicable laws of the State. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and the other assets pledged therefor hereunder. The Bonds do not constitute a debt or liability of the City or of the State and neither the faith and credit of the City nor of the State are pledged to the payment of the Bonds.

Section 2.02. Terms of the Bonds. (a) The Bonds shall be designated “Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025.” The Bonds shall be dated [Closing Date], shall be issued in the aggregate principal amount of $[PAR], shall be issued only in fully registered form in denominations of $5,000 or any integral multiple of $5,000 (not exceeding the principal amount of Bonds payable at any one time), and shall be payable on the respective maturity dates in the principal amounts, and bear interest at the rates (based on a 360- day year comprised of twelve 30-day months) as set forth in the following schedule:

Maturity Date
(May 1) Principal Amount Interest Rate
13 (b) Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date.
(c) The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(d) The Bonds shall be subject to redemption as provided in Section 2.10 hereof. (e) The Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.03. Issuance of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of the Executive Director or the Treasurer of the Authority attested by the manual or facsimile signature of the Secretary of the Board of Directors of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers who shall have signed or attested any of the Bonds shall cease to be such officers before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.04. Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Trust Agreement, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Trust Agreement.

Section 2.05. Registration Books. The Trustee shall keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall 14 be open to inspection during regular business hours and upon reasonable written notice by the Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds.

Section 2.06. Transfer and Exchange of Bonds. (a) Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee.

Whenever any Bond or Bonds shall be so surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
(b) The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.
(c) The Trustee shall not be obligated to make any transfer or exchange of Bonds pursuant to this Section during the period established by the Trustee for the selection of Bonds for redemption, or with respect to any Bonds selected for redemption.
(d) The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07. Book-Entry System. (a) The Bonds shall initially be issued as Book-Entry Bonds, and the Bonds for each maturity date shall be in the form of a separate single fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository.

Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the Nominee. Such payments shall be made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the Registration Books.
(b) With respect to Book-Entry Bonds, the Authority and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in 15 Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on BookEntry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Authority and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such Book-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book-Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Authority and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book-Entry Bond, or (ii) if the Depository is the sole Owner of such Book-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment.
(e) The Trustee shall pay all principal of, and premium, if any, and interest on the BookEntry Bonds only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Authority and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Trust Agreement shall refer to such nominee of the Depository.
(f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Authority shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Authority or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority and the Trustee shall take such other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program. (g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as 16 securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book-Entry system with the Depository. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully-registered Bond for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book-Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09 hereof. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds.
(h) Notwithstanding any other provision of this Trust Agreement to the contrary, if the Depository is the sole Owner of the Bonds, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Trust Agreement by the Authority or the Trustee, with respect to any consent or other action to be taken by Owners of Book-Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. (j) In connection with any proposed transfer outside the Book-Entry Only system, the Authority or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same maturity in a like principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same maturity in a like aggregate principal amount in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the 17 Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement.

Section 2.09. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, shall be in fully-registered form without coupons and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it shall execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds, an equal aggregate principal amount of definitive Bonds of such maturities in Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Trust Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or after May 1, 20__, shall be subject to optional redemption prior to maturity, at the option of the Authority upon direction of the City, on or after May 1, 20__ in whole or in part (by lot within any maturity), on any date, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium. The City shall provide notice to the Authority and the Trustee at least forty-five (45) days prior to the redemption date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the principal amount and amounts within a maturity to be redeemed.
(b) Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior to maturity, in whole or in part (by lot among Bonds with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the acceleration of 2025 Installment Sale Payments, at a Redemption Price equal to the principal amount to be redeemed, plus accrued interest to the date fixed for redemption, without premium.
(c) Selection of Bonds. Whenever provision is made in this Trust Agreement for the redemption or purchase of less than all of the Bonds or any given portion thereof, the Trustee shall, subject to the following sentence, select the Bonds to be redeemed or purchased, from all Bonds and Bonds within a maturity subject to redemption or purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called for redemption or purchase. Upon notice of any redemption pursuant to Section 2.10(a) hereof or receipt of moneys resulting in a redemption pursuant to Section 2.10(b) hereof, the Trustee shall request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and maturities of the Bonds to be redeemed. The Trustee shall promptly notify the Authority in writing of any redemption or purchase of Bonds and of the Bonds or portions thereof so selected for redemption or purchase. 18 (d) Purchase in Lieu of Redemption. In lieu of redemption of any Bonds, amounts on deposit in the Revenue Fund may also be used and withdrawn by the Trustee at any time, upon the Request of the Authority, upon direction of the City, for the purchase of such Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Authority, upon direction of the City, may in its discretion determine, but not in excess of the principal amount thereof plus accrued interest to the purchase date. (e) Notice or Redemption or Purchase. Notice of redemption or purchase shall be mailed by first-class mail by the Trustee, upon direction of the City, not less than twenty (20) nor more than sixty (60) days prior to the redemption or purchase date, to (i) the respective Owners of any Bonds designated for redemption or purchase at their addresses appearing on the registration books of the Trustee, and (ii) if the Bonds are no longer held by the Depository, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Notice of redemption or purchase shall be given by Electronic Means, certified, registered, or overnight mail to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Each notice of redemption or purchase shall state the date of such notice, the date of initial delivery of the Bonds, the redemption or purchase date, the Redemption Price or Bond Purchase Price, the place or places of redemption or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Bonds of each maturity date or dates, and, if less than all of the Bonds of any such maturity date, the distinctive certificate numbers of the Bonds with such maturity date, to be redeemed or purchased and, in the case of Bonds to be redeemed or purchased in part only, the respective portions of the principal amount thereof to be redeemed or purchased. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the Redemption Price or Bond Purchase Price represented thereby or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed or purchased in part only, together with interest accrued with respect thereto to the redemption or purchase date, and that from and after such redemption or purchase date, interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption or purchase notice.

If any of the Bonds are redeemed pursuant to an advance refunding, notice of such advance refunding and redemption or purchase shall be given in the same manner as above provided, and also within the same time period with respect to the actual redemption or purchase date.

Notice of redemption or purchase of Bonds shall be given by the Trustee, upon direction of the City, at the expense of the Authority. Conditional notice of optional redemption may be given at the direction of the Authority and shall be given if funds sufficient to redeem the Bonds are not then on deposit with the Trustee. If at the time of mailing of notice, funds are not then on deposit with the Trustee, such notice shall state that it is conditional upon the deposit of the funds not later than the opening of business on the date of redemption or purchase of the Bonds, and such notice shall be of no effect unless such moneys are so deposited.

Failure by the Trustee to give notice pursuant to this Section 2.10(e) to the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System or Securities Depositories shall not affect the sufficiency of the proceedings for 19 redemption or purchase and the sole remedy available shall be an action by the Owners of the Bonds in mandamus for specific performance or similar remedy to compel performance.

Failure by the Trustee to mail notice of redemption or purchase pursuant to this Section 2.10(e) to any one or more of the respective Owners of any Bonds designated for redemption or purchase shall not affect the sufficiency of the proceedings for redemption or purchase with respect to the Owner or Owners to whom such notice was mailed and the sole remedy available shall be an action by the Owners of the Bonds in mandamus for specific performance or similar remedy to compel performance.
(f) Partial Redemption or Purchase of Bonds. Upon surrender of any Bond to be redeemed or purchased in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds with the same maturity in Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bonds surrendered. (g) Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date with respect to, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice and interest accrued thereon to the redemption date, interest on the Bonds so called for redemption shall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Trust Agreement, and the Owners of said Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.

All Bonds redeemed pursuant to the provisions of this Section shall be cancelled upon surrender thereof by the Trustee. All Bonds purchased pursuant to the provisions of this Section shall be registered in the name of the Authority and delivered to, or as directed in writing by, the Authority.

Section 2.11. Establishment of Funds and Accounts; Deposit of Proceeds. At any time after the sale of the Bonds, Bonds shall be delivered by the Trustee to the purchaser thereof upon the Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon receipt of payment for the Bonds from the purchaser thereof, the Trustee shall set aside and deposit the proceeds received from such sale in the following respective accounts or funds or with the following respective persons, in the following order of priority:
(a) The Trustee shall credit the Reserve Policy to the Reserve Account within the Revenue Fund established pursuant to Section 3.03 hereof. The initial maximum amount available under the Reserve Policy is equal to the Reserve Account Requirement. (b) The Trustee shall establish and maintain in trust in the name of the Trustee a separate Fund designated the “Costs of Issuance Fund.” The Trustee shall deposit the amount of $_________, which is equal to the amount set forth in such Request of the Authority in the Costs of Issuance Fund. The moneys in the Costs of Issuance Fund shall be disbursed, upon the Request of the Authority, to pay Costs of Issuance. Upon the earlier of payment in full of the Costs of Issuance or the making of adequate provision for the payment thereof, evidenced by a Certificate of the Authority to the Trustee, any balance remaining in such Fund shall be transferred to the Acquisition Fund, and pending such transfer and application, the moneys in 20 such Fund may be invested as permitted by Section 3.04 hereof; provided, however, that investment income resulting from any such investment shall be retained in the Costs of Issuance Fund. Any residual earnings received after the transfer referenced above shall, as and when convenient, be transferred by the Trustee to the Acquisition Fund. (c) The Trustee shall establish and maintain in trust in the name of the Trustee a separate Fund designated the “Acquisition Fund.” The Trustee shall deposit the amount of $_________, which is equal to the amount set forth in such Request of the Authority in the Acquisition Fund. Moneys in the Acquisition Fund shall be disbursed to the City pursuant to a Requisition in the form attached hereto as Exhibit B. Such Requisition shall be in the form of a sequentially numbered requisition and shall set forth the name and address of the person or persons to whom said amounts are to be disbursed and state the amounts to be disbursed are for Project Costs properly chargeable to the Acquisition Fund and have not been the subject of any previous requisition. Upon delivery to the Trustee of a Request of the City, any Bond proceeds remaining in the Acquisition Fund upon completion of the Projects (which completion shall be evidenced by such Request of the City) shall be applied by the Trustee to offset scheduled 2025 Installment Sale Payments required to be paid by the City under the Agreement or in such other manner as may be directed in such Request of the City. Upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Acquisition Fund shall not be disbursed, but shall instead be applied to the payment of the scheduled principal of and interest on the Bonds as such amounts become due and payable or the Redemption Price of the Bonds.

The Trustee shall fully rely on any such Request or Requisition delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. The Trustee shall be under no duty or obligation to analyze or verify any documentation supporting the payments or reimbursements pursuant to this Section, but shall hold and provide to Owners upon request such documentation supporting the payments or reimbursements, solely as a repository for the benefit of Owners.

In order to facilitate the application of proceeds of the Bonds, the Trustee shall have the authority to create a temporary account to facilitate such application of proceeds.

Section 2.12. Validity of Bonds. The validity of the Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority, the City or the Trustee for the financing of the Projects or by any contracts made by the Authority or its agents in connection therewith, and shall not be dependent upon the completion of any of the Projects or upon the performance by any person, firm or corporation of their or its obligation with respect thereto. The recital contained in the Bonds that the same are issued pursuant to this Trust Agreement shall be conclusive evidence of their validity and of the regularity of their issuance and sale, and all Bonds shall be incontestable from and after their delivery.

ARTICLE III

REVENUES
Section 3.01. Pledge of Revenues; Assignment. Subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth 21 herein, the Authority hereby pledges and grants a lien on the Revenues and a security interest in all right, title and interest of any other amounts held by the Trustee in any fund or account established hereunder (other than amounts on deposit in the Acquisition Fund created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.06) whether now or hereafter arising as security for the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Trust Agreement and the Act. Said pledge and grant shall constitute a first lien on such assets and shall be valid and binding from the date hereof for the benefit of the Owners of the Bonds and successors thereto. This pledge and grant shall secure the payment of such Bonds and shall be effective, binding, and enforceable against the Authority, its successors, creditors and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery, recordation, filing, or further act. The pledge and grant is an agreement between the Authority and the Owners of Bonds to provide security for the Bonds in addition to any statutory lien that may exist. The Authority hereby transfers, conveys and assigns to the Trustee, for the benefit of the Owners, all of the Authority’s right, title and interest in and to the Agreement (excepting its right to indemnification thereunder), including the right to receive 2025 Installment Payments from the City.

The Trustee hereby accepts said assignment for the benefit of the Owners, subject to the provisions of this Trust Agreement. The Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as agent of the Trustee and shall forthwith be paid by the Authority to the Trustee.

Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, lien, and security interest described herein, the Authority agrees and covenants that all Revenues when and as received shall be received by the Authority in trust hereunder for the benefit of the Owners and shall be deposited when and as received by the Authority in the “Revenue Fund” which fund the Trustee shall establish and maintain in trust in the name of the Trustee as a separate fund so long as any Bonds shall be Outstanding under this Trust Agreement. All Revenues shall be held in trust in the Revenue Fund. All Revenues, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely for the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Authority, and the Authority shall have no beneficial right or interest in any of the Revenues except only as herein provided.

Section 3.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. Subject to Section 4.06, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special accounts within the Revenue Fund in the following order of priority:
(1) Interest Account;
(2) Principal Account;
(3) Reserve Account;
(4) Administration Account; and
(5) Surplus Account.
22 All money in each of such funds and accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. (1) Interest Account. On or before the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from amounts on deposit in the Revenue Fund to the Interest Account that amount of money which is equal to the amount of interest becoming due and payable with respect to the Bonds on the next succeeding Interest Payment Date. No such deposit need be made if the amount contained in the Interest Account is at least equal to the aggregate amount of interest becoming due and payable on the Bonds on such Interest Payment Date. All money in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to the payment dates thereof).
(2) Principal Account. On or before the Business Day immediately preceding each May 1 on which principal of the Bonds is due and payable the Trustee shall transfer from amounts on deposit in the Revenue Fund to the Principal Account an amount of money equal to the amount of principal becoming due and payable on the Bonds on the next succeeding principal payment date. No such deposit need be made if the amount contained in the Principal Account is at least equal to the aggregate amount of principal becoming due and payable on the Bonds on such principal payment date. All money in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable, whether on their respective principal payment or redemption dates.
(3) Reserve Account. The Trustee shall transfer from amounts deposited in the Revenue Fund to the Reserve Account that amount of money (or other authorized deposit of security) which shall be required to maintain the Reserve Account in the full amount of the Reserve Account Requirement. No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to the Reserve Account Requirement. All money in the Reserve Account (including all amounts which may be obtained from any insurance policy on deposit in the Reserve Account) shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account, in that order, in the event of any deficiency at any time in either of such accounts, but solely for the purpose of paying the interest or principal payable in connection with the Agreement, except that any cash amounts in the Reserve Account in excess of the amount required to be on deposit therein shall be withdrawn from the Reserve Account on each Interest Payment Date and deposited in the Interest Account.

In lieu of making a Reserve Account Requirement deposit or in replacement of moneys then on deposit in the Reserve Account (which shall be transferred by the Trustee to the City upon delivery of an insurance policy satisfying the requirements stated below), the City may also deliver to the Trustee an insurance policy (a “Qualified Reserve Instrument”) securing an amount, together with moneys or Permitted Investments on deposit in the Reserve Account, no less than the Reserve Account Requirement, issued by an insurance company licensed to issue insurance policies guaranteeing the timely payment of the principal of and interest on the Bonds and whose unsecured debt obligations (or for which obligations secured by such insurance company’s insurance policies) are rated in one of the two highest rating categories (without respect to any modifier) of the Rating Agency. Notwithstanding anything to the contrary set forth in this Trust Agreement, amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds. 23 If and to the extent that the Reserve Account has been funded with a combination of cash (or Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments) shall be completely used before any demand is made on such Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument shall be made prior to any replenishment of any cash (or Permitted Investments). If the Reserve Account is funded, in whole or in part, with more than one Qualified Reserve Instrument, then any draws made against such Qualified Reserve Instrument shall be made pro rata. The prior written consent of the Insurer shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account, if any. Amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds.

The Reserve Policy has been credited to the Reserve Account, and the Trustee shall make claims under the Reserve Policy in accordance with the terms of the Reserve Policy and Section 3.05 hereof. The Reserve Policy is a Qualified Reserve Instrument.

Neither the City nor the Authority will have any obligation to replace the Reserve Policy or other Qualified Reserve Instrument or to fund the Reserve Account with cash if, at any time that the Bonds are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amounts are not available under the Reserve Policy or other Qualified Reserve Instrument, other than in connection with a draw on the Reserve Policy or other Qualified Reserve Instrument. (4) Administration Account. On or before the Business Day immediately preceding each May 1 on which principal of the Bonds is due and payable, the Trustee shall transfer, from amounts deposited in the Revenue Fund, and deposit into the Administration Account, an amount equal to the Administration Fee as determined in a Request of the City. All money in the Administration Account shall be used and withdrawn by the Trustee solely for the purpose of paying the fees of the Trustee and, upon the written direction of the City, the fees of the Rebate Analyst and any other similar fee payable in connection with the administration of the Agreement and this Trust Agreement, payable by the City, in accordance with the Agreement. Upon the Request of the City provided to the Trustee on or after any Interest Payment Date, any cash amounts in the Administration Account in excess of the amount required to be on deposit therein shall be withdrawn from the Administration Account and deposited in the Interest Account.
(5) Surplus Account. On the Business Day immediately following each Interest Payment Date the Trustee shall deposit in the Surplus Account all money remaining in the Revenue Fund after the deposits required by Section 4.06 and by paragraphs (1), (2), (3) and (4) of this section have been made. On June 30 of each year, beginning on June 30, 2026, the Trustee shall disburse the money in the Surplus Account to the City to the extent the deposit of moneys, together with investment earnings thereon, if any, exceeded the deposits required by paragraphs (1), (2), (3) and (4) of this section.

Section 3.04. Deposit and Investments of Money in Accounts and Funds. Subject to Section 4.06, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested and reinvested in Permitted Investments at the Request of the City received not less than two (2) Business Days prior to the date of making such investment. The Trustee may conclusively rely upon the Authority’s Request as to both suitability and legality of the directed investment and the Trustee shall have no duty or obligation to determine the legality of any investments. The Trustee shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter, absent actual receipt of written notice to the contrary. The Trustee shall notify the City no less than two (2) Business Days prior to the date moneys held hereunder 24 will be available for investment, requesting that the City deliver to the Trustee a Request of the City specifying the Permitted Investments to be acquired by the Trustee with such moneys. All money held in the Reserve Account shall be invested and reinvested in Permitted Investments with a term to maturity not exceeding five years or on the final maturity date of the Bonds, whichever date is earlier; provided, however, that if an obligation may be redeemed at par on the Business Day prior to each Interest Payment Date during which such obligation is outstanding, such obligation may have any maturity. If no such Request of the City is received, the Trustee shall hold such moneys uninvested.

All such Permitted Investments shall be valued by the Trustee not less frequently than semi-annually on each Interest Payment Date at the lower of the cost or market value thereof as reflected in the Trustee’s monthly trust statements provided to the City and the Authority. Subject to Section 4.06, all interest or profits received prior to the completion of the Projects (as certified in writing by the Authorized City Representative) on any money so invested shall be deposited in the Acquisition Fund, and all interest or profits received subsequent thereto on any money so invested shall be deposited in the Interest Account. The Trustee may act as a principal or agent in making or disposing of any investment, and all investments may be made through the Trustee’s investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including maintenance fees. The Trustee or its affiliates may act as sponsor, agent manager or depository with regard to any Permitted Investment. The Trustee shall not incur any liability for losses arising from any investments made pursuant to this Section. The Trustee shall sell in a commercially reasonably manner, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Trustee shall not be liable for the selection of investments or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Authority to provide timely written investment Request. Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regarding to ratings subcategories.

Although the Authority recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Authority agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered and that no statement need be rendered for any fund or account if no activity occurred in such fund or account during such month Section 3.05. Reserve Policy Payment and Reimbursement Provisions. The following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement. (a) The City shall repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Insurer in accordance with this Section 3.05. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Insurer at the Late Payment Rate.

Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, the “Policy Costs”) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.

As to the Reserve Account, amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account of principal due, the coverage under the Reserve 25 Policy will be increased by a like amount, subject to the terms of the Reserve Policy. The obligation to pay Policy Costs shall be secured by a valid lien on Revenues and other collateral pledged as security for the Bonds (subject only to the priority of payment provisions set forth under this Trust Agreement).

All cash and investments in the Reserve Account shall be transferred to the Interest Account and the Principal Account, as applicable, for payment of the debt service on the Bonds before any drawing may be made on the Reserve Policy or any other Qualified Reserve Instrument in lieu of cash.

As to the Reserve Account, payment of any Policy Cost shall be made prior to replenishment of any cash amounts. Draws on all Qualified Reserve Instruments (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account established for the Bonds. Payment of Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Instruments shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, “available coverage” means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw.
(b) Draws under the Reserve Policy may only be used to make payments on Bonds. (c) If the City shall fail to pay Policy Costs in accordance with the requirements of paragraph (a) above, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Trust Agreement, and the Agreement other than (i) acceleration of the maturity of the Bonds, or (ii) remedies which would adversely affect owners of the Bonds.
(d) The City covenants and agrees to include all Insurer Reimbursement Amounts (as more fully described herein) and Policy Costs (as more fully described herein) in its calculation of 2025 Installment Sale Payments and shall pay all such payments from Measure M Receipts as 2025 Installment Sale Payments.
(e) This Trust Agreement and the Agreement shall not be discharged until all Policy Costs owing to the Insurer shall have been paid in full. The City’s obligation to pay such amount, if any, shall expressly survive payment in full of the Bonds.
(f) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of paragraph (a) hereof and provide notice to the Insurer at least three Business Days prior to each date upon which interest or principal is due on the Bonds.

ARTICLE IV

COVENANTS
Section 4.01. Compliance with Agreement. The Authority shall not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Agreement by the City.
26 Section 4.02. Amendment of Agreement. The City and the Authority will not amend or permit the amendment of the Agreement without (a)(1) a determination that such amendment does not materially adversely affect the interest of the Owners or the Insurer or (2) the written consents of the Insurer and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, and (b) an Opinion of Counsel to the effect that such amendment is authorized and permitted by this Trust Agreement, is enforceable against the Authority and will not cause interest to be included in gross income for federal income tax purposes; provided that no such supplement, amendment, modification or termination shall reduce the amount of 2025 Installment Sale Payments to be made to the Authority or the Trustee by the City pursuant to the Agreement, or extend the time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by the Agreement on Revenues (except as expressly provided in the Agreement), in each case without the written consent of all of the Owners of the Bonds then Outstanding.

Section 4.03. Against Encumbrances. The Authority will not make any pledge of or place any charge or lien upon the Revenues except as provided herein, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except the Bonds. The Authority shall at all times, to the extent permitted by law, defend, preserve and protect said pledge of such assets, and the lien thereon and security interest therein created hereby, against all claims and demands of all Persons whomsoever.

Section 4.04. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Trust Agreement, according to the true intent and meaning thereof, but only out of Authority Revenues and other assets pledged for such payment as provided in this Trust Agreement and received by the Authority or the Trustee.

Section 4.05. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Trust Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 4.06. Tax Covenants; Rebate Fund.
(a) In addition to the accounts created pursuant to Section 3.03, the Trustee shall establish and maintain in trust in the name of the Trustee a separate fund designated as the “Rebate Fund.” There shall be deposited in the Rebate Fund such amounts, including the Rebate Amount, as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 3.01, 3.02, 3.04, 7.02 and 10.01 relating to the pledge, lien, and security interest described herein, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively 27 by this Section 4.06 and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority and the City with the terms of the Tax Certificate.
(b) Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds or provision made therefor satisfactory to the Trustee, including accrued interest and payment of any applicable fees to the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificate), shall be withdrawn by the Trustee and remitted to or upon the written direction of the Authority.

Section 4.07. Accounting Records and Reports. The Trustee shall keep proper books of record and account in accordance with industry standards in which complete and correct entries shall be made of all transactions made by the Trustee relating to the receipt, investment, disbursement, allocation and application of all funds received by the Trustee hereunder. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in the case of each investment: (a) its purchase price; (b) identifying information, including par amount, coupon rate, and payment dates; (c) the amount received at maturity or its sale price, as the case may be; (d) the amounts and dates of any payments made with respect thereto; and (e) such documentation as is required to be obtained as evidence to establish that all investments have been purchased in arms’ length transactions with no amounts paid to reduce the yield on the investments.

Such records shall be open to inspection by the Authority and the City at any reasonable time during regular business hours on reasonable notice (including, without limitation, reasonable prior written notice of inspection).

Section 4.08. Observance of Laws and Regulations. The City will faithfully observe and perform all lawful and valid obligations or regulations now or hereafter imposed on it by contract, or prescribed by any state or national law, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by it, including its right to exist and carry on its businesses, to the end that such observance or performance is material to the transactions contemplated hereby.

Section 4.09. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby.

Section 4.10. Recordation and Filing. The City will file, record, register, renew, refile and rerecord all such documents, including financing statements (or continuation statements in connection therewith), as may be required by law in order to maintain at all times a security interest in the Agreement under and pursuant to this Trust Agreement, all in such manner, at such times and in such places as may be required in order to fully perfect, preserve and protect the benefit, protection and security of the Owners and the Insurer, and the rights of the Trustee hereunder, and the City will do whatever else may be necessary or be reasonably required in order to perfect and continue the Authority’s right, title and interest in and to, the Agreement (excepting its right to indemnification 28 thereunder), including the right to receive 2025 Installment Sale Payments from the City as provided herein. The City’s receipt of 2025 Installment Sale Payments is subordinate to certain obligations of the [LACTMA] as provided in the Measure M Ordinance.

Section 4.11. Acquisition of the Projects. Subject to and as provided in the Agreement, the Authority will cause to be acquired and constructed the Projects with all practicable dispatch and such acquisition will be made in an expeditious manner and in conformity with the law so as to complete the same as soon as possible.

ARTICLE V

THE TRUSTEE
Section 5.01. The Trustee. [TRUSTEE] shall serve as the Trustee for the Bonds for the purpose of receiving all money which the Authority and the City are required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the principal of, premium, if any, and interest on the Bonds presented for payment in Los Angeles, California, with the rights and obligations provided herein. The Authority agrees that it will at all times maintain a Trustee having a designated office in San Francisco or Los Angeles, California.

The Authority may at any time, unless there exists any event of default as defined in Section

7.01, remove the Trustee initially appointed and any successor thereto, upon 30 days written notice, and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor shall (i) be a bank or trust company doing business and having a principal office in San Francisco or Los Angeles, California, (ii) have (or in the case of a bank or trust company which is part of a bank holding company system, the related bank holding company shall have) a combined capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000) and (iii) be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and the Insurer and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, at the expense of the Authority, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby.

Any bank, corporation or association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any bank, corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee shall be the successor of Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the 29 part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

The Trustee is hereby authorized to redeem the Bonds when duly presented for payment on their respective maturity dates or on prior redemption. The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Bonds it has received in accordance with its retention policy then in effect. The Trustee shall keep accurate records of all Bonds paid and discharged and canceled by it.

The Authority, solely from amounts held in the Costs of Issuance Fund or paid by the City specifically for such purpose, shall from time to time, subject to any agreement between the Authority and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures including but not limited to advances to and fees and expenses of independent accountants and in-house and other counsel or other experts employed by it and reasonably required in the exercise and performance of its rights and obligations hereunder, and, to the extent permitted by law, indemnify and hold the Trustee and its officers, directors, employees and agents harmless against any claim, loss, liability, damages, expenses (including legal fees and expenses) or advances , arising out of or in connection with the acceptance or administration of the trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Authority, or any holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct. If the Trustee renders any service hereunder not provided for in this Trust Agreement or related financing documents, or the Trustee is made a party to or intervenes in any litigation pertaining to this Trust Agreement or related financing documents or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby. The obligations of the Authority under this paragraph to compensate, indemnify, reimburse and hold the Trustee harmless shall constitute additional indebtedness hereunder, and such indebtedness shall have priority over the Bonds in respect of all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the Owners of particular Bonds, including, without limitation, funds held by the Trustee in trust to redeem all or a portion of Outstanding Bonds prior to their respective maturity dates for which a notice of redemption has been sent as provided herein.

Section 5.02. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the use of any proceeds of the Bonds, the correctness of the same, the collection of the Revenues or makes any representation as to the sufficiency or validity hereof, of the Bonds or any security therefor or any offering material distributed in connection with the Bonds and shall not incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence, willful misconduct or breach of fiduciary duty.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and such Bond is registered in such person’s name.
30 Whenever the Trustee shall deem it necessary or desirable that a factual or legal matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate conforming to the requirements herein or an opinion of counsel, which certificate or opinion shall be full and complete authorization and protection to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, the Authority and the City, having any claim against the Trustee arising from this Trust Agreement not attributable to the Trustee’s negligence or willful misconduct shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. The duties and obligations of the Trustee shall be determined solely by the express provisions of this Trust Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement, and no implied covenants or obligations (fiduciary or otherwise) shall be read into this Trust Agreement against the Trustee. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Trustee shall not be liable with respect to any action taken or not taken hereunder in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding. The Trustee shall, during the existence of any event of default (which has not been cured), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise of use under the circumstances in the conduct of its own affairs. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents and such immunities and exceptions and its right to payment of its fees and expenses shall survive its resignation or removal and the final payment and defeasance of the Bonds. Under no circumstances shall the Trustee be liable in its individual capacity for the Bonds. The Trustee, in its individual or any other capacity, may become the Owner of any Bonds or other obligations of any party hereto with the same rights which it would have if not the Trustee. At any and all reasonable times, the Trustee, and its agents shall have the right to fully inspect the Projects, including all books, papers and records of the City pertaining to the Projects and the Bonds, and to take such memoranda therefrom and with regard thereto and make photocopies thereof as may be desired. The Trustee shall not be required to give any bond or surety in respect of the execution of said trusts and powers or otherwise in respect of the premises. Before taking or refraining from any action hereunder at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished to it and be in full force and effect.

None of the provisions contained herein or in the Agreement shall require the Trustee to expend or risk its own funds or continue to do so or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, and the Trustee may refuse to perform any duty or exercise any right or power, if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Trustee may conclusively rely and shall be protected in acting or failing to act upon any resolution, certificate, 31 statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. In acting or omitting to act pursuant to any other applicable agreements to which the Trustee is a party, or any other documents executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Trust Agreement. The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any payment of principal or interest under the Agreement when due, unless the Trustee shall be specifically notified in writing at its corporate trust office of such default by the Owners of not less than 25% of the aggregate principal amount of Bonds then Outstanding. Notwithstanding any other provision hereof, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or official action or evidence thereof, required as a condition of such action deemed by the Trustee to be desirable for the purpose of establishing the rights of the Trustee with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property or the taking of any other action by the Trustee. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and related financing documents and delivered using Electronic Means; provided, however, that the Authority and/or the City, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and/or the City, as applicable, whenever a person is to be added or deleted from the listing. If the Authority and/or the City, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The Authority and the City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions by Electronic Means and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer (bearing such officer’s signature) listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and the City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority, the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and/or the City, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions by Electronic Means, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and/or the City, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions by Electronic Means provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. 32 The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

ARTICLE VI

AMENDMENT OF THE TRUST AGREEMENT
Section 6.01. Amendment of the Trust Agreement. This Trust Agreement and the rights and obligations of the Authority, the City, the Trustee and the Owners may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of the Insurer and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 6.02, are filed with the Trustee. No such amendment shall (1) extend the maturity date of or reduce the interest rate on or amount of principal of, premium, if any, and interest on any Bond without the express written consent of the Insurer and the Owner of such Bond, or (2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, lien, and security interest described herein for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to any such amendment or any amendment of the 2025 Installment Sale Agreement pursuant to Section

4.02 hereof, or (4) modify any rights or obligations of the Trustee, the Authority or the City without their prior written assent thereto, respectively.

This Trust Agreement and the rights and obligations of the Authority, the City and of the Owners may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consent of any Owners, but only to the extent permitted by law and after receipt of an approving Opinion of Counsel, for any purpose that will not in the judgment of the Authority or as set forth in an opinion of bond counsel materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes - (a) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority or the City, or to surrender any right or power reserved herein to or conferred herein on the Authority or the City;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith;
(c) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939; or
(d) for any other purpose that does not materially adversely affect the interests of the Owners or the Insurer.
33 In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by the Trust Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Trust Agreement is authorized or permitted by the Trust Agreement and complies with the terms hereof.

Section 6.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and shall not be entitled to consent to or take any other action provided in this article.

Section 6.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Bonds and presentation of their Bond for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Bond.

If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared, executed and authenticated, and in that case upon demand of the Owner of any Outstanding Bond a new Bond or Bonds, shall be exchanged at the office of the Trustee without cost to each Owner for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.

Section 6.04. Amendment by Mutual Consent. The provisions of this article shall not prevent any Owner from accepting any amendment as to the particular Bonds held by them, provided that due notation thereof is made on such Bonds.

Section 6.05. Information to Rating Agency. The Authority shall provide any Rating Agency rating the Bonds a copy of each amendment to the Trust Agreement or to the Agreement promptly following the execution or adoption of such amendment.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 7.01. Events of Default. If any default in the payment of 2025 Installment Sale Payments or any other “Event of Default” defined in the Agreement shall occur and be continuing, or if any default shall be made by the City in the performance or observance of any other of the covenants, agreements or conditions on its part herein contained and such default shall have continued for a period of thirty (30) days after written notice thereof shall have been given to the City by the Trustee, the Insurer or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding (with the prior written consent of the Insurer), then such default shall constitute an “Event of Default” hereunder, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled, upon notice in writing to the City, but subject to the provisions of Section 7.06, to exercise the remedies provided under the Agreement which are necessary or desirable to collect the 2025 Installment Sale Payments. No grace period shall be permitted for payment defaults.
34 The Owners of Bonds, for purposes of the Trust Agreement and the Agreement, to the extent of their interest, shall be entitled to all rights and security of the Authority pursuant to the Agreement and the Trust Agreement. The City recognizes the rights of the Owners of the Bonds, acting directly or through the Trustee, to enforce the obligations and covenants contained in the Agreement and the Trust Agreement.

Section 7.02. Application of Funds Upon Acceleration of Agreement. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article VII shall be deposited into a segregated payment account of the Revenue Fund and be applied by the Trustee in the following order; provided that the Trustee shall obtain and follow the instructions contained in an Opinion of Counsel and rebate or set aside for rebate from the specified funds held hereunder, any amount pursuant to such instructions required to be paid to the United States of America under the Code:

First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses;
Second, to the payment of the principal of and interest on the Bonds, in connection with a mandatory redemption of Bonds pursuant to Section 2.10(b) hereof and the delivery of a Cash Flow Report; and
Third, to the payment of amounts owed to the Insurer not paid pursuant to First and Second above.

Section 7.03. Other Remedies of the Trustee. The Trustee shall have the right (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights hereunder against the City or any council member, board member, trustee, member, officer or employee thereof, and to compel the City or any such council member, board member, trustee, member, officer or employee thereof to observe or perform its, his, hers or their duties under applicable law and the agreements, conditions, covenants and terms contained herein, or in the Agreement, required to be observed or performed by it, him, her or them;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee or the Owners; or
(c) by suit in equity upon the happening of any default hereunder to require the City and any council member, board member, trustee, member, officer and employee to account as the trustee of any express trust.

Section 7.04. Non-Waiver. A waiver by the Trustee of any default hereunder or breach of any obligation hereunder shall not affect any subsequent default hereunder or any subsequent breach of an obligation hereunder or impair any rights or remedies on any such subsequent default hereunder or on any such subsequent breach of an obligation hereunder. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default hereunder shall impair any such right or remedy or shall be construed to be a waiver of any such default hereunder or an acquiescence therein, and every right 35 or remedy conferred upon the Trustee by applicable law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.

If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or the City, the Trustee and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.05. Actions by Trustee as Attorney-in-Fact. Any action, proceeding or suit which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners, whether or not the Trustee is an Owner, and the Trustee is hereby appointed (and the successive Owners, by taking and holding the Bonds issued hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attorneyin-fact of the Owners for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Owners as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attorney-in-fact.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. If any remedial action hereunder is discontinued or abandoned, the Trustee and the Owners shall be restored to their former positions.

Section 7.07. Limitation on Owners’ Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 7.01 hereunder; (b) the Owners of at least a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request and consent shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Owners in connection with a default or Event of Default hereunder pursuant to this Trust Agreement, unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Such notification, request, consent, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any owner of Bonds of any remedy 36 hereunder; it being understood and intended that no one or more owners of Bonds shall have any right in any manner whatever by their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

Section 7.08. Limited Liability of the City. Except as expressly provided in the Agreement, the City shall not have any obligation or liability to the Authority, the Trustee or the Owners, with respect to this Trust Agreement or the Bonds. The obligations under this Trust Agreement do not constitute a debt of the City or of the State, or of any political subdivision thereof, in contravention of any constitutional or statutory debt limitation or restriction. Neither the faith and credit nor the taxing power of the City or the State, or any political subdivision thereof, is pledged to the payment of the 2025 Installment Sale Payments or other payments required to be made under the Agreement.

Section 7.09. Limited Liability of the Authority. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Trustee or the Owners, with respect to the payment when due of the 2025 Installment Sale Payments by the City, or with respect to the observance or performance by the City of the other agreements, conditions, covenants and terms contained in the Agreement, or with respect to the performance by the Trustee of any obligation contained herein required to be performed by it. Notwithstanding anything to the contrary contained in the Bonds, the Trust Agreement or any other document related thereto, the Authority shall not have any liability hereunder or by reason hereof or in connection with any of the transactions contemplated hereby except to the extent payable from moneys received from or with respect to the Agreement and available thereof in accordance with the Trust Agreement.

ARTICLE VIII

DEFEASANCE
Section 8.01. Discharge of Bonds. (a) If the City shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal of, premium, if any, and interest thereon at the times and in the manner stipulated herein and therein, and the Insurer shall have been paid all amounts owed to the Insurer under the Insurance Policy and the Reserve Policy, then the Owners of such Bonds shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction and the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the principal of, premium, if any, and interest on such Bonds. (b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (1) in case any of such Bonds are to be redeemed on any date prior to their respective maturity dates, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 2.10(e), (2) there shall have been deposited with the Trustee either (A) money in an amount which shall be sufficient or (B) Defeasance Obligations, in each case the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent 37 Certified Public Accountant, to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of, premium, if any, and interest on such Bonds, and (2) in the event such Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Owners of such Bonds that the deposit required by clause (2) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and redemption premiums, if any, on such Bonds. In addition, the Authority shall cause to be delivered to the Insurer (i) a report of an Independent Certified Public Accountant or such other accountant as shall be acceptable to the Insurer verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date (“Verification”), (ii) an escrow deposit agreement or other irrevocable instructions (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer “Outstanding” under the Trust Agreement, and (iv) a certificate of discharge of the Trustee with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Authority and the Trustee. The Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow.

Bonds shall be deemed “Outstanding” under the Trust Agreement unless and until they are in fact paid and retired or the above criteria are met.

The Trust Agreement, the Agreement and each other Related Document (as defined in Section

9.01(f) below) shall not be discharged or terminated unless all amounts due or to become due to the Insurer have been paid in full or duly provided for. The City’s obligation to pay such amounts shall expressly survive payment in full of the Bonds.

Section 8.02. Unclaimed Money. Any moneys held by the Trustee in trust for the payment and discharge of the principal of, or premium or interest on, any Bond which remain unclaimed for two years after the date when such principal, premium or interest has become payable, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after the date when such principal, premium or interest become payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owner of such Bond shall look only to the Authority for the payment of such principal, premium or interest. Any money held by the Trustee pursuant to this paragraph shall be held uninvested and without any liability for interest.

ARTICLE IX

PROVISIONS RELATED TO THE INSURER AND THE INSURANCE POLICY Section 9.01. General Provisions. The following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement. (a) The prior written consent of the Insurer shall be a condition precedent to the deposit of any Qualified Reserve Instrument provided in lieu of a cash deposit into the Reserve Account.

Notwithstanding anything to the contrary set forth in this Trust Agreement, amounts on deposit in the Reserve Account shall be applied solely to the payment of principal of and interest due on the Bonds. 38 (b) The Insurer shall be deemed to be the sole Owner of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the Bonds are entitled to take pursuant to this Trust Agreement pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Trust Agreement and each Bond, each Owner appoints the Insurer as its agent and attorneyin-fact and agrees that the Insurer may at any time during the continuation of any proceeding by or against the Authority or the City under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, each Owner delegates and assigns to the Insurer, to the fullest extent permitted by law, its rights in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding . The Trustee acknowledges such appointment, delegation and assignment by each Owner of the Bonds for the Insurer’s benefit, and agrees to cooperate with the Insurer in taking any action reasonably necessary or appropriate in connection with such appointment, delegation and assignment. Remedies granted to the Owners shall expressly include mandamus. (c) The Bonds shall not be accelerated without the consent of the Insurer and in the event the Bonds are accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal, and interest accrued on such principal to the date of acceleration (to the extent unpaid), and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date, the Insurer’s obligations under the Insurance Policy with respect to the Insured Bonds shall be fully discharged.
(d) The Insurer is a third party beneficiary of this Trust Agreement. (e) Upon the occurrence of an optional or mandatory redemption in part pursuant to Section 2.10(a) or 2.10(b) hereof, the selection of Bonds to be redeemed shall be subject to the approval of the Insurer. The exercise of any provision of this Trust Agreement which permits the purchase of Bonds in lieu of redemption shall require the prior written approval of the Insurer if any Bond so purchased is not cancelled upon purchase.
(f) Any amendment, supplement, modification to, or waiver of, this Trust Agreement or any other transaction document, including the Agreement, and any underlying security agreement (each a “Related Document”), that requires the consent of Owners or adversely affects the rights and interests of the Insurer is subject to the prior written consent of the Insurer, provided, that, notwithstanding the above, the Agreement shall not be amended, supplemented or modified without the prior written consent of the Insurer.
(g) Unless the Insurer otherwise directs, upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Acquisition Fund shall not be disbursed, but shall instead be applied to the payment of principal of and interest on the Bonds, then due, or the Redemption Price of the Bonds. (h) The rights granted to the Insurer under this Trust Agreement or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration 39 of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Owners or any other person is required in addition to the consent of the Insurer.
(i) Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of this Trust Agreement and the Insured Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid in accordance with this Trust Agreement.

This Trust Agreement shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for.
(j) The Authority covenants and agrees to take such action as is necessary from time to time to preserve the priority of the pledge of the Revenues hereunder. (k) The Insurer shall be provided with the following information by the Authority, the City or the Trustee, as the case may be:
(1) To the extent not otherwise filed with the Municipal Securities Rulemaking Board’s EMMA system, annual audited financial statements within the filing deadline specified in the Continuing Disclosure Certificate (together with a certification of the City that it is not aware of any default or Event of Default under the Trust Agreement or the Agreement), and, upon request, the City’s annual budget within thirty (30) days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time; (2) Notice of any draw upon the Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Account Requirement and (ii) withdrawals in connection with a redemption of Bonds;
(3) Notice of any default or Event of Default known to the Trustee, the City or Authority within five Business Days after knowledge thereof; (4) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof; (5) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; (6) Notice of the commencement of any proceeding by or against the Authority or the City commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”);
(7) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds;
40 (8) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; (9) All reports, notices and correspondence to be delivered to Owners under the terms of the Related Documents; and
(10) To the extent not otherwise filed with the Municipal Securities Rulemaking Board’s EMMA system, all information required to be furnished pursuant to a continuing disclosure agreement, covenant or undertaking with respect to the Bonds.
(l) The Insurer shall have the right to receive such additional information as it may reasonably request.
(m) The City and the Authority will permit the Insurer to discuss the affairs, finances and accounts of the City and the Authority or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the City and the Authority and will use commercially reasonable efforts to enable the Insurer to have access to the facilities, books and records of the City and the Authority on any Business Day upon reasonable prior notice. (n) The Trustee shall notify the Insurer of any failure of the City to provide notices, certificates and other information under this Trust Agreement or the Agreement. (o) In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under this Trust Agreement would adversely affect the security for the Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. (p) No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. (q) So long as the Bonds insured by the Insurer remain outstanding or any amounts are owed to the Insurer, the City shall not enter into any interest rate exchange agreement, cap, collar, floor ceiling or other agreement or instrument involving reciprocal payment obligations between the City and a counterparty based on interest rates applied to a notional amount of principal, secured by and payable from Measure M Receipts, without the prior written consent of the Insurer.

Section 9.02. Claims Upon the Insurance Policy and Payments by and to the Insurer. The following provisions shall govern in the event of a conflict with any contrary provision of this Trust Agreement.
(a) If, on the third Business Day prior to the related scheduled Interest Payment Date or principal payment date (each, a “Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under the Trust Agreement, moneys sufficient to pay the principal of and interest on the Insured Bonds due on such Payment Date, the Trustee shall give notice to the Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”) by telephone or Electronic Means of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day.

If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in 41 the amount available to pay the principal of and interest on the Insured Bonds due on such Payment Date, the Trustee shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Insured Bonds and the amount required to pay principal of the Insured Bonds, confirmed in writing to the Insurer and the Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and certificate delivered with the Insurance Policy.

The Trustee shall designate any portion of payment of principal of the Insured Bonds paid by the Insurer, whether by virtue of maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a replacement Insured Bond to the Insurer, registered in the name of Assured Guaranty Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement Insured Bond shall have no effect on the amount of principal or interest payable on any Insured Bond or the subrogation rights of the Insurer.

The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Insured Bond. The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee (including, without limitation, reasonable prior written notice of inspection).

Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners referred to herein as the “Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and interest payments are to be made on Insured Bonds under the sections hereof regarding payment of Insured Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, subject to Section 7.09 hereof, the Authority agrees to pay, or cause the City to pay, to the Insurer, solely from Revenues, (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the “Insurer Reimbursement Amounts”). Subject to Section 7.09 hereof, the Authority hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Revenues and payable from the Revenues on a parity with debt service due on the Bonds.

Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a bond payment date shall promptly be remitted to the Insurer. (b) The Insurer shall, to the extent it makes any payment of principal of or interest on the Insured Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy (which subrogation rights shall also include the rights of any such 42 recipients in connection with any Insolvency Proceeding). Each obligation of the Authority and the City to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents.
(c) The City shall pay or reimburse the Insurer any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Trust Agreement or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Trust Agreement or any other Related Document whether or not executed or completed, or (iv) any litigation, proceeding (including any Insolvency Proceeding) or other dispute in connection with the Trust Agreement or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Trust Agreement or any other Related Document. Amounts so payable hereunder shall bear interest at the Late Payment Rate (related to the Insurance Policy) from the date such amount is paid or incurred by the Insurer until the date the Insurer is paid in full. The obligation to reimburse the Insurer shall survive discharge or termination of the Related Documents. (d) The Insurer shall be entitled to pay principal of or interest on the Insured Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Insurance Policy) and any amounts due on the Insured Bonds as a result of acceleration of the maturity thereof in accordance with the Trust Agreement, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy.

ARTICLE X

MISCELLANEOUS
Section 10.01. Liability of Authority Limited to Revenues. The Bonds are limited obligations of the Authority and are payable, as to principal of, premium, if any, and interest due upon the redemption thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Bonds are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the principal of, premium, if any, and interest on the Bonds as provided herein. The Bonds are not a debt of the Authority, the City, the State of California or any of its political subdivisions, and neither the Authority, the City, said State nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those of the Authority as provided herein. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Section 10.02. Benefits of the Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the City, the Authority, the Trustee, the Insurer and the Owners any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the City or the Authority shall be for the sole and exclusive benefit of the Trustee, the Authority, the Insurer, and the Owners. 43 Section 10.03. Successor Is Deemed Included In All References To Predecessor.

Whenever either the City, the Authority, 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 City, the Authority or the Trustee or such officer, and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the City, the Authority 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 10.04. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his, her or their attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him, her or them the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of any Bonds and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Bonds at the office of the Trustee.

Any declaration, request or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the City, the Authority or the Trustee in good faith and in accordance therewith.

Section 10.05. Waiver of Personal Liability; No Liability of Authority Members. No member, director, officer, agent or employee of the Authority or the City shall be individually or personally liable for the payment of the principal of, premium, if any, or interest on the Bonds by reason of their execution and delivery, but nothing herein contained shall relieve any such member, officer or employee from the performance of any official duty provided by any applicable provisions of law, the Agreement or hereby.

Section 10.06. Acquisition of Bonds by Authority. All Bonds acquired by the Authority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.

Section 10.07. Destruction of Canceled Bonds. Whenever provision is made herein for the cancellation of any Bonds, the Trustee shall destroy such Bonds in accordance with its retention policy then in effect.

Section 10.08. Content of Certificates; Post-Issuance Legal Opinions. Every Certificate of the Authority or the City with respect to compliance with any agreement, condition, covenant or term contained herein shall include: (a) a statement that the person or persons executing such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not the City or the Authority has complied with such agreement, condition, covenant or term; and (d) a statement as to whether, in the opinion of the signers, the City or the Authority has complied with such agreement, condition, covenant or term. 44 Any Certificate of the Authority or the City may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person or persons executing such certificate know that the Opinion of Counsel with respect to the matters upon which their certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

Any Opinion of Counsel may be based, insofar as it relates to factual matters and information with respect to which is in the possession of the City or the Authority, upon a representation by an officer or officers of the City or the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which their opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

Section 10.09. Accounts and Funds; Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with the Tax Certificate and sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners. Any action required to occur hereunder on a day which is not a Business Day shall be required to occur on the next succeeding Business Day.

Section 10.10. Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to the Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof.

Section 10.11. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the City, the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law. The City, the Authority and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized issuance of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 10.12. Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the City, the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 10.13. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given 45 to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Authority: Paramount Public Financing Authority c/o City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: Executive Director
If to the Trustee:

If to the City: City of Paramount
16400 Colorado Avenue
Paramount, California 90723
Attention: City Manager
If to the Insurer:

In each case in which the notice or other communication refers to a claim on the Insurance Policy, the Reserve
Policy or an Event of Default, such notice or other
communication shall be marked "URGENT MATERIAL
ENCLOSED" and a copy shall also be sent to the
attention of the General Counsel at the above address and at [email protected].

Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by Electronic Means, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by mail, postage prepaid, by first class mail, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.14. Governing Law. This Trust Agreement shall be governed, in all respects including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the United States of America and of the State of California. 46 IN WITNESS WHEREOF, the Authority and the City hereto have caused this Trust Agreement to be signed in their respective names by such person as has been designated by their respective governing boards, and the Trustee, to evidence its acceptance of the trust hereby created, has caused this Trust Agreement to be signed in the name of the Trustee by an authorized officer of the Trustee, all as of the day and year first above written.

PARAMOUNT PUBLIC FINANCING

AUTHORITY
By:

Executive Director
ATTEST
By: _______________________________
Secretary of the Board of Directors

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:

Authorized Signatory

CITY OF PARAMOUNT
By:

City Manager
ATTEST
By: _______________________________
City Clerk
A-1

EXHIBIT A

FORM OF BOND
No. __________ $_______________

PARAMOUNT PUBLIC FINANCING AUTHORITY

LOCAL MEASURE A TRANSPORTATION SALES TAX REVENUE BONDS
SERIES 2025
Interest Rate Maturity Date Dated as of CUSIP No.
% May 1, 20__ [Closing Date]
REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM:

The Paramount Public Financing Authority, a joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California (the “Authority”), for value received, hereby promises to pay, solely from the sources hereinafter described, to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on May 1 and November 1 of each year, commencing [November 1, 2025] (the “Interest Payment Dates”), until payment of such Principal Amount in full.

This Bond is one of a duly authorized issue of bonds of the Authority designated as the “Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025” (the “Bonds”) in the aggregate principal amount of $[PAR]. The Bonds are issued pursuant to the Trust Agreement, dated as of [Month] 1, 2025 (the “Trust Agreement”), by and among the Authority, the City of Paramount (the “City”) and [TRUSTEE], as trustee (said entity or any successor thereto as trustee under the Trust Agreement, the “Trustee”). The Trust Agreement is entered into, and this Bond is issued under the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq. of the California Government Code and other applicable laws of the State of California. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Trust Agreement.

Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the A-2
Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

Pursuant to an Installment Sale Agreement, dated as of [Month] 1, 2025 (the “Installment Sale Agreement”), by and between the City and the Authority, the City agrees to pay installment sale payments (the “2025 Installment Sale Payments”) to the Authority for the costs of the design, acquisition and construction of the Projects and the incidental costs and expenses related thereto. The 2025 Installment Sale Payments are payable from that portion of Measure M Revenues (as defined in the Installment Sale Agreement) remitted by the [LACTMA] and received by the City in accordance with the Measure M Ordinance (which amounts are more fully defined in the Installment Sale Agreement as Measure M Receipts).

Additional obligations payable from Measure M Receipts may be incurred by the City which will be payable on a parity with the payment by the City of the 2025 Installment Sale Payments, but only subject to the conditions and upon compliance with the procedures set forth in the Installment Sale Agreement. The City’s receipt of 2025 Installment Sale Payments is subordinate to certain obligations of the [LACTMA] as provided in the Measure M Ordinance.

The Bonds are limited obligations of the Authority payable solely from the Revenues (which consist of the 2025 Installment Sale Payments) and the other assets pledged therefor under the Trust Agreement. The Bonds do not constitute a debt or liability of the City or of the State and neither the faith and credit of the City nor of the State are pledged to the payment of the Bonds.

Pursuant to and as more particularly provided in the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms and the provisions of the Trust Agreement, the Authority pledges to the Owners, and grants thereto a lien on the Revenues and a security interest in all right, title and interest of any other amounts held by the Trustee in any fund or account established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.06 thereof) whether now or hereafter arising as security for the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Trust Agreement and the Act. Said pledge and grant shall constitute a first lien on such assets and shall be valid and binding from the date hereof for the benefit of the Owners of the Bonds and successors thereto. This pledge and grant shall secure the payment of such Bonds and shall be effective, binding, and enforceable against the Authority, its successors, creditors and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery, recordation, filing, or further act.

Reference is hereby made to the Trust Agreement and the Installment Sale Agreement and any and all amendments thereof and supplements thereto for the description of the terms under which the A-3
Bonds are issued, the provisions with regard to the nature and extent of the Revenues, and the rights of the Owners of the Bonds. All of the terms of the Trust Agreement and the Installment Sale Agreement are hereby incorporated herein. The Trust Agreement constitutes a contract between the Authority and the Owners of the Bonds, to all the provisions of which the Registered Owner of this Bond, by acceptance hereof, agrees and consents.

The Bonds are subject to redemption on the dates, at the Redemption Prices and pursuant to the terms set forth in the Trust Agreement. Notice of redemption of any Bond or any portion thereof shall be given as provided in the Trust Agreement.

The Bonds are issuable as fully-registered Bonds without coupons in Authorized Denominations ($5,000 and any integral multiple thereof).

Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be so surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Trust Agreement and the rights and obligations of the Authority, the Trustee and the Owners may be modified or amended in the manner, to the extent, and upon the terms provided in the Trust Agreement.

The Trust Agreement contains provisions permitting the Authority to make provision for the payment of the principal of and the interest and premium, if any, on any of the Bonds so that such Bonds shall no longer be deemed to be Outstanding under the terms of the Trust Agreement.

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.

This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually executed and dated by the Trustee.

It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized.

A-4
IN WITNESS WHEREOF, the Paramount Public Financing Authority has caused this Bond to be executed in its name and on its behalf by the [facsimile] signature of the Executive Director and attested to by the [facsimile] signature of its Secretary of the Board of Directors, all as of the Dated Date identified above.

PARAMOUNT PUBLIC FINANCING

AUTHORITY
By:

Executive Director
ATTEST
By: _______________________________
Secretary of the Board of Directors
A-5
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Trust Agreement and registered on the Registration Books.

Date: _____________
[TRUSTEE], as Trustee
By:

Authorized Signatory
A-6

STATEMENT OF INSURANCE
A-7

FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto ___________, whose address is _______________________ and whose social security or Taxpayer Identification No. is ______________, the within Bond and do(es) hereby irrevocably constitute and appoint ___________________________________attorney to transfer such Bond on the Bond register of the Trustee, with full power of substitution in the premises.

Dated: _____________________________
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within Bond in every particular,
without alteration or enlargement or any
change whatsoever.

Signature must be guaranteed by an eligible
guarantor institution in a Recognized Signature
Guaranty Medallion Program.

B-1

EXHIBIT B

FORM REQUISITION FROM

THE ACQUISITION FUND
To: [TRUSTEE], as Trustee
From: City of Paramount
Dated Date:

Re: Paramount Public Financing Authority Local Measure M Transportation Sales Tax Revenue Bonds, Series 2025
Requisition No. ___

1. The undersigned, on behalf of the City of Paramount (the “City”), acting as agent of the Authority pursuant to the Agreement, hereby requests payment, from the Acquisition Fund the amount of $__________ by wire/check/ACH (circle one) for purposes for which the City is authorized to expend moneys. If the payment is by wire or ACH, please fill in the following information:

Name, Address and Phone Number of Bank:

ABA#:

Account No.:

The undersigned hereby certifies as follows:

The amount requisitioned hereby is for a Project Cost incurred in connection with the Projects, is properly chargeable to the Acquisition Fund and has not been the subject of any previous requisition. The name and address of the person or persons to whom said amounts are to be disbursed and the amounts to be disbursed are as follows:

2. As of the date hereof, no event has occurred and is continuing which constitutes an Event of Default under the Agreement would constitute an Event of Default but for the requirement that notice be given, or time elapse, or both.

B-2

3. The information contained herein is true and correct as of the date of this Requisition.

4. Capitalized terms will herein have the meanings assigned to such terms in the Trust Agreement, dated as of [Month] 1, 2025, among the Paramount Public Financing Authority, [TRUSTEE], and the City.

Authorized City
Representative
To: Honorable City Council
From: John Moreno, City Manager
By: John King, AICP, Planning Director
Sol Bejarano, Management Analyst
Date: May 27, 2025
SUBJECT: PARAMOUNT PUBLIC ART MASTER PLAN

BACKGROUND
On November 18, 2023, the City Council approved a Professional Service Agreement (PSA) with Gail M. Goldman Associates, LLC to prepare the City’s Public Art Master Plan.

Artist Michelle Montjoy with the assistance of the Latinas Art Foundation led the community engagement process and received invaluable input from residents, business owners, and visitors. The Public Art Master Plan is now complete and provides the framework to guide future Public Art Fund fee expenditures and support the overall Public Art Program.

DISCUSSION
The City continues to be a leader of art in the public realm. Neighboring cities often turn to Paramount as a resource for their public art projects. The development of the Public Art Master Plan began in December of 2023, with the community outreach and participation period taking place from February 2024 to June 2024. The Public Art Master Plan builds on the City’s long history of embracing the arts, acknowledges the value of existing public art, incorporates the thoughts and suggestions of the community, and examines how the City of Paramount operates and grows from following best practices in the subject of public art.

The Public Art Master Plan contains the following sections: Recurring Themes and Summary of Recommendations; Vision, Goals, and Guiding Principles; Recommendations and Project Considerations; and Implementation: Five-Year Action Plan.

Outreach
Community engagement and outreach was conducted over a four month span, which included interviews and focus groups, an online survey (both in English and in Spanish), presentations to the Chamber of Commerce Board of Directors, Development Review Board, and City Council, and interactive art events (called “Knit-Arounds”) at five different pop-up events. The City received nearly 400 responses.

Agenda Report May 27, 2025
PUBLIC ART MASTER PLAN Page 2
Below are photos of Knit-Arounds in Paramount:

Recurring Themes and Summary of Recommendations
The following Recurring Themes and Summary of Recommendations were drawn from the responses received during the community outreach process. Celebrating Paramount’s demographics and diverse history remained an explicitly stated priority during the community engagement and input sessions, and this priority has influenced the recommendations throughout the plan. Some of these recommended actions are already underway with the leadership and support of the City Council and City staff, and including them helps reinforce their importance.
• Cultural Identity and Civic Pride: Commission art that authentically reflects Paramount’s diverse history, cultural heritage, demographics, and interests. • Public Education: Implement a comprehensive program of ongoing public education and outreach designed to introduce all sectors of Paramount to public art. • Local Artists: Nurture and support local artists to build Paramount’s public art ecosystem.
• Administration and Collection Management: Establish a process that creates exceptional public art and inspires support for and trust in the Public Art Program. • Funding Strategies: Identify sustainable funding sources and systems for supporting and maintaining the Public Art Program.

Vision, Goals, and Guiding Principles
The Recurring Themes contribute to the development of the vision, goals, and guiding principles of the Public Art Master Plan.

Agenda Report May 27, 2025
PUBLIC ART MASTER PLAN Page 3
• Vision: All Paramount residents and visitors experience public art as part of their daily lives and throughout all neighborhoods, celebrating the City’s history, people, natural environment, and culture.
• Goals: The City will make use of the Public Art Master Plan as the guiding document for all public art and public art programming proposed for City property, publicly accessible art on private property, and the public realm in general. • Guiding Principles: 1) Celebrate the community’s cultural assets by highlighting the unique character of Paramount’s neighborhoods, honoring their histories, and preserving quality of place; 2) Locate high-quality art equitably throughout Paramount, ensuring that it is fully accessible to the public; 3) Provide equitable access to a diversity of artists and artistic experiences; and 4) Elevate the role the artist and the creative process play in connecting people and place.

Summary of Recommendations
Similarly, following the review of City Council and community input, and in consideration of best practices in the public art sector, the following are the key takeaways. • Establish a Public Art Advisory Committee: Appointed by the Mayor and comprised of two City Council members, a minimum of two arts professionals, and a minimum of one community stakeholder. Appropriate staff may serve as nonvoting advisors. • Designate City Council role and responsibilities: Approval of public art associated with new private development or existing development along with the commissioning and acquisition of public art will be the sole responsibility of the City Council. • Revise in-lieu contribution: Expanded to include combining artwork and in-lieu fee for 1% total of a development project’s total valuation. (An in-lieu contribution occurs in place of installing public art of equivalent value.)

FISCAL IMPACT
None.

VISION, MISSION, VALUES, AND STRATEGIC OUTCOMES
The City’s Vision, Mission, and Values set the standard for the organization, establish priorities, uniformity, and guidelines; and provide the framework for policy decisionmaking. The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No. 1: Safe Community – Provide a safe place to live, work, and visit; No. 2: Community Health – Provide diverse recreational and cultural amenities that support healthy lifestyles and a sense of community; and No. 5: Attractive and Well-Maintained Infrastructure – Develop and maintain City-owned infrastructure, parks, facilities, and amenities that enhance quality of life and the attractiveness of the community.

Agenda Report May 27, 2025
PUBLIC ART MASTER PLAN Page 4

RECOMMENDED ACTION
Receive and file.

Gail M. Goldman Associates with
Michelle Montjoy and assistance
from Latinas Art Foundation
May 2025
Table of Contents
5 I. Executive Summary
6 Paramount: A Great Place to Live
7 8
The Public Art Master Plan
Current Public Art Collection
6 II. Background
11 III. Timeline and Methodology
IV. Research
12 13
Synergy with Other City Plans
Community Outreach
12 V. Recurring Themes and Summary of
Recommendations
21 25 VI. Vision, Goals, and Guiding Principles
VII. Recommendations and Project
Considerations
26 32
35 39
48 Cultural Identity and Civic Pride
Public Education
Administration and Collection Management
Local Artists
Funding Strategies
26 53 VIII. Implementation: Five-Year Action Plan
2 IX. Appendices
54 Existing and Potential Artwork Location Map
55 Benchmark Cities
56 Survey: Core Questions and Responses
59 Select Stakeholder Comments
60 Five-Year Implementation Grid
3 Paramount’s Heart by Piece by Piece, Paramount Park, July 2024 Cover Artwork and Illustrations: Tracy Negrete Allen // Graphic Design: Melissa Torres, Communications Specialist Home is Where the Heart Is by Tracy Negrete Allen, 2021 5 I. Executive Summary

INTRODUCTION
This Public Art Master Plan (PAMP) is designed to be a comprehensive guide for the City of Paramount (City or Paramount) in its efforts to promote and support public art. This plan intends to provide clear direction and vision for the City’s Public Art Program as defined in Section 17.04.010 (Definitions) of Title 17 of the Paramount Municipal Code and to ensure that public art is integrated into the community in a meaningful and impactful way. The PAMP establishes the policies and procedures needed to effectively manage the City’s Public Art Program and collection, and to promote public art as an essential component of the community’s cultural and creative landscape.

The PAMP will help the City make informed decisions about public art, including the selection and placement of artworks, the commissioning of new works, and the management of a public art collection. It will provide a roadmap for the City to effectively leverage its resources and staff capacity to support public art initiatives, and it will provide a framework for community engagement and involvement in public art projects.

By strengthening and diversifying its public art presence, Paramount differentiates itself from neighboring communities and further develops its unique sense of place and identity. Public art can drive tourism and encourage people to explore and experience the culture and art offerings throughout Paramount neighborhoods. Additionally, supporting artists, cultural organizations, and businesses further strengthens Paramount’s economy and provides valuable opportunities for managed growth and development. 6 II. Background
Paramount is a comfortable, well-governed city with a strong sense of community and a small-town feel. Located in the Gateway Cities area of Southeast Los Angeles County, it boasts its own unique neighborhoods, ethnic cultures, and economic strengths. Paramount is ideally situated, offering the advantages of small town living while also having easy access to the amenities of a large city.

Paramount began as an area formed by two small dairy communities, Clearwater and Hynes. During the 1930s, Hynes became the world leader in the marketing of hay and the place where the daily price for the world hay market would be established and announced under the Hay Tree, a California State Historical Landmark. In 1948, Hynes and Clearwater merged to form the town of Paramount which became incorporated as a city in 1957.

Paramount has a history of innovation and creativity. Notably, in 1940, Frank Zamboni and his family members opened Iceland, an ice-skating rink which later became a world class training ground for professional skaters.

Zamboni also became famous in 1949 with the invention of the Zamboni IceResurfacing machine which is manufactured in Paramount to this day.

Residents who participated in the Public Art Master Plan process consistently sang the praises of Paramount, describing it as a tight-knit, welcoming, and family-oriented community where a sense of safety and calm are experienced throughout the city. Also highly regarded are Paramount’s history, natural landscape, parks, and range of events and activities that are always available.

People commonly acknowledge that positive changes have been taking place and appreciate the leadership the City has taken to ensure their quality of life.

It is notable that 81.2% of Paramount’s estimated population of 53,733 is Hispanic or Latino of any race. Demographically, of the rest of the population

4.2% are non-Hispanic White, 9.6% are African American, 2.6% are Native American, 3.4% are Asian, 0.5% are Pacific Islanders. Paramount is one of the very few cities in the United States to boast an all-female City Council.

PARAMOUNT: A GREAT PLACE TO LIVE
Conversation by Carol Gold, Paramount Civic Center, 2008 7 THE PUBLIC ART MASTER PLAN

HISTORY OF PUBLIC ART IN PARAMOUNT
In 1987, the Paramount City Council adopted an Art in Public Places Program to solicit voluntary donations for public art pieces from private parties undertaking development of vacant or underutilized parcels within the City. By September of that year, the newly created Outdoor Art Museum unveiled nine new artworks purchased with funding provided by private developers.

In 1993, a Public Art Development Fee Study was conducted to explore the viability of using mitigation impact fees to fund publicly accessible artwork in 40 specified locations throughout Paramount. The study determined that development caused a “reduction in cultural arts opportunities” and recommended that a fee be established at 1% (one percent) of a development’s building permit valuation over $100,000. The purpose of the fee was to provide adequate funding for the “acquisition of public art
sculptures to be located in prominent public areas.”
Action was taken on the recommendation, and
the Public Art Fund was established to accumulate
sufficient funds for sculptures and other types of
public artwork.

In March 2020, the City Council adopted an Art
in Public Places ordinance within the Zoning
Ordinance (Title 17 of the Paramount Municipal
Code). The ordinance reaffirmed a requirement for
certain private development with a project valuation
of $100,000 or more to devote 1% (one percent) of
building development costs for the acquisition and
installation of publicly accessibly works of art on the development site or on the right-of-way adjacent
to the development site. In lieu of installing public
art on the development site, the developer has the
option of making a monetary contribution into
the Public Art Fund that can be used at the City’s
discretion for the acquisition and placement of
public art throughout the city (Paramount Municipal
Code Chapter 17.112 Art in Public Places). The
ordinance also allows for temporary art installations
and other types of creative placemaking activities.
8 CURRENT PUBLIC ART COLLECTION
The City’s impressive commitment to public art is evidenced by its ongoing efforts to commission sculptures and murals throughout
Paramount. In the 2010s, the City
began approving a limited number
of utility box murals. Two wall
murals were also commissioned
in these earlier years. In 2020, the
City started Paramount Paints, a
mural program designed to further
expand the Outdoor Art Museum.

City staff began in earnest to
invite a variety of artists to create
murals and paint utility boxes
throughout Paramount. To date,
the City’s public art collection
consists of 36 sculptures, 29
painted utility boxes, and 10 wall
murals (Appendix A). Locations
for artwork and administration of each commission have been managed on a case-by-case basis by multiple internal City departments including Administrative Services, Public Works, Planning, Public Safety, and Community Services staff. Since 2020, conceptual and final designs of artwork on private property have been reviewed and approved by the City Manager and Development Review Board.

Based on input from residents, business owners, and visitors throughout the community engagement phase of the planning process, comments most often shared about the existing collection centered around (1) the public artwork being largely non-descript, not specific to Paramount, nor reflective of the culture and demographics of the community; and (2) a lack of awareness about the art that is in the public realm.

The community and stakeholders also expressed clear aspirations for projects that are spread more broadly throughout the city and that embrace a wider variety of approaches including large signature projects, smaller community-oriented projects, and work in nontraditional media. They are interested in having access to a range of artworks in theme, form, and interactivity to diversify the existing public art collection. While site-specific and City-specific artistic themes undoubtedly exist in the public art collection, and efforts have been taken to diversify participating artists and content, the public perception must be taken seriously.

Glow Santa Monica, 2008
9 PURPOSE OF THE PUBLIC ART MASTER PLAN
The fundamental purpose of the Public Art Master Plan is to guide future Public Art Fund fee expenditures and strengthen the overall Public Art Program. The City is interested in the broader applicability and significance of public art for the entire population, including expanding the collection beyond freestanding sculpture and murals. The City wants to embed extensive community accessibility and education into every aspect of the Public Art Program, from the earliest project visioning through artwork installation, including ongoing communication about the public art collection as a whole.

To accomplish this, the City wants to establish and implement an operational framework that reflects national best practices for the acquisition and administration of public art and ensures civic excitement about public art and its benefits to the community. As a resource, a benchmark study was conducted of public art programs in select Southern California cities with populations similar to Paramount (Appendix B).

City leaders recognize that
continuing to engage artists in
enhancing development efforts
and creating places for people to
experience public art will reinforce
a sense of place and boost civic
identity. This Public Art Master Plan
establishes a framework to realize
that vision.

Metamorphosis by Eric Michael, Paramount Mariposa Center, 2024 11 III. Timeline and
Methodology
Following extensive Planning Department staff research into public art consultants with expertise matching City objectives, the City Council contracted with Gail M. Goldman Associates. Gail M. Goldman Associates with Michelle Montjoy, and assistance from Latinas Art Foundation, developed this plan between December 2023 and March 2025.

Research included site visits, interviews, focus groups, community meetings, and artistled community engagement throughout the planning process. The consultants sought input from stakeholders including City staff, private developers, community and business leaders, and artists. City planning documents were reviewed to help identify potential public art projects, partnerships, and programs.

Paramount residents, business owners, workers, and visitors provided key input that informed the plan recommendations, which will serve to guide future public art projects in Paramount.
◆ December 2023–February 2024: Project Initiation & Research ◆ February–June 2024: Community Outreach and Public Participation ◆ July-December 2024: Development of Public Art Master Plan ◆ April 2025: Final Plan
TIMELINE:

Iceland: Old and New
12 IV. Research
The research into City priorities included interviews with City staff, tours of Paramount, and an overview of the City’s planning goals. During the past few years, the City has commissioned several planning studies that can have a direct bearing on public art. These plans assisted the consultants in understanding the City’s values and its municipal aspirations. The consultants reviewed these documents and conducted follow-up interviews with City staff and their planning consultants:

These plans inspired several of the project ideas described in the PAMP. They also provide myriad opportunities for the inclusion of public art ranging from iconic gateways to functional streetscape elements to interactive and performative art, both permanent and temporary. For example, the General Plan includes Resource Management Element Policy No. 18 – “The City of Paramount will continue with the development of a community art program.” As another example, the goals of the Clearwater Specific Plan include developing a vibrant town center as well as providing affordable live/ workspaces for artists in the Paramount Swap Meet property and adjacent development area.

SYNERGY WITH OTHER PLANNING INITIATIVES
◆ Paramount General Plan
◆ North Paramount Gateway Specific Plan
◆ Clearwater Specific Plan
◆ Historic Context Statement and Survey
◆ Commercial Design Guidelines
Community members visiting PAMP Booth at Eco-Friendly Fair in April 2024 13 COMMUNITY OUTREACH

CORE QUESTIONS
The following questions were asked throughout the community engagement phase during interviews, focus groups, and pop-up events.

INTERVIEWS AND FOCUS GROUPS
During the period between December 2023 and June 2024, consultants Gail Goldman and Michelle Montjoy with the assistance of the Latinas Art Foundation interviewed internal City staff, individual City Councilmembers, and numerous community members living and working throughout Paramount. Presentations exemplifying the range of approaches to public art currently in practice around the United States were made to various stakeholders and focus groups. A complete list of community engagement activities and interviews appears below.

1. What do you like about living and/or working in Paramount?

2. Where would you like to see public art and art activities in Paramount?

3. In addition to the sculptures and murals already in Paramount, what kind of art would you like to experience in public places?

4. Where do you like to take visitors when they come to Paramount?

5. What do you think is the role of public art in Paramount? 14 INTERNAL CITY STAFF AND CITY COUNCIL

1. Internal PAMP Steering Committee

2. Other City Staff

3. City Manager’s Office

4. City Council
Individual interviews were conducted with each of the five City Councilmembers:
◆ Sol Bejarano, Planning
◆ John Carver, Planning [retired]
◆ John King, Planning
◆ Adriana Figueroa, Public Works
◆ Andres Gonzalez, Administrative Services
◆ Yecenia Guillen, Community Services
◆ Pauline Jauregui, Communications Division
◆ David Johnson, Community Services [retired]
◆ Steve Coumparoules, Public Safety
◆ Johnnie Rightmer, Planning
◆ John Moreno, City Manager
◆ Andrew Vialpando, Former Assistant City Manager
◆ Annette C. Delgadillo, Mayor (2024 - 2025)
◆ Peggy Lemons, Vice Mayor (2024 - 2025)
◆ Isabel Aguayo
◆ Brenda Olmos
◆ Vilma Cuellar Stallings
15 Each one of the five City Councilmembers strongly endorses the arts and is supportive of the City’s Public Art Master Plan initiative. Each provided invaluable insight, which has been coalesced and summarized below:

Vitae Telam by Einar and Jamex De la Torre, Downey, CA, 2017 ◆ Diversify and broaden the representation of the public art collection to reflect Paramount’s demographics and rich history.
◆ Employ public art as a vehicle to help children connect with their roots. ◆ Use public art to bring people together and create something positive, meaningful, and inviting for the community.
◆ The quality of the art and the transparency of the artist and artwork selection process are essential.
◆ Provide public art to neighborhoods and parks currently lacking public art with the goal of locating artwork in all neighborhoods and parks throughout Paramount. ◆ Build awareness of the public art collection by providing ongoing information and educational opportunities, including self-guided tours and interactive events. ◆ Provide a dedicated art space where children and adults can gather. 16 PUBLIC

1. Interviews

2. Presentations
◆ Amber Bobadilla, Horchateria Rio Luna
◆ Maggie Bohlman, Piece by Piece
◆ Steve Boss, Arroyo Seco Development Group
◆ Miriam Bricio, artist
◆ Julie Cooper, Economic & Planning Systems
◆ Andrea Crow/Jackie Ramirez/Carolyn Kobayashi/Erika Alvarez, Paramount Library ◆ Barbara Crowson, Chamber of Commerce
◆ Craig Hamilton, Gold Key Development
◆ Jill Hammond, Paramount High School
◆ Ryan Kucinski/Ann Berchtold, MIG (Clearwater Specific Plan) ◆ Adrian Landa, World Energy Sustainable Fuels
◆ Charles Lyons IV, Lyons and Lyons Properties
◆ Alicia Megofna, Odyssey STEM Academy
◆ Mike McKown, Paramount Historical Society
◆ Maricela Parga/Georgina Arceo, MUSA
◆ Alexandra Perlman/Emily Varley, Historic Resources Group ◆ Alicia Valadez, Northgate Markets
◆ Shane Warschaw, LA Kings Iceland
◆ Chamber of Commerce Board of Directors
◆ Development Review Board
◆ City Council
17 KNIT-AROUNDS
Overview
A series of interactive, art-making events were led by consultant Michelle Montjoy with the assistance from the Latinas Art Foundation. These Knit-Arounds utilized multiple tabletop looms, each with a seating capacity of six. Repurposed t-shirts were donated from Paramount residents, laundered, and then cut into strips. The “yarn” was separated by color, with each assigned to a specific type of art that was illustrated with photo examples. Because the Public Art Program has focused almost exclusively on sculpture and murals, these two categories were not included.

Participants selected a color or colors that represented their priorities and subsequently were guided through a simple two-step process of loom knitting. Easy conversations took place while community members sat together and knitted at the tables. Bilingual assistants from Latinas Art Foundation helped the participants with the process while also talking with the knitters and noting what they wanted to see in terms of public art in Paramount.

The final artwork illustrates the community’s priorities at-a-glance, based on the amount of each color used.

As people knitted, the resulting forms grew longer,
each becoming its own individual artwork. Michelle
constructed them into hanging textile sculptures
that can be seen on a rotating basis in City facilities such as City Hall and the Community Center/Senior
Center. It is significant that these weavings embody
the handiwork of the community and the life stories
embedded in each used t-shirt.

3. Focus Groups
◆ Cultural Heritage (red)
◆ Digital (orange)
◆ Environmental (green)
◆ Functional (blue)
◆ Temporary (purple)
◆ Interactive (yellow)
◆ March 21, 2024
Seniors, Paramount Senior Center
Approximately 40 participants
◆ April 20, 2024
Local Artists, Horchateria Rio Luna
Approximately 20 participants
Participants at Senior Center Focus Group in March 2024 Installing Knit-Arounds: Hands and Voices of Paramount
in Paramount City Hall
18 The list below represents the public art categories ranked from highest to lowest by the community participants during the community engagement Pop-Ups. The first three received the majority of interest:

Participants were invited to identify locations for potential artawork on a large-scale map of Paramount (Appendix A). As a point of reference, the map included the locations of exiting murals and sculptures in the City’s artwork collection.

POP-UP EVENTS
Everyone who participated also was given a loteria card designed by local students enrolled in the Latinas Art Foundation after-school art program. In addition, participants were encouraged to respond to the survey questions by writing on sticky notes and attaching them to adjacent display boards:

1. What do you like about living and/or working in Paramount?

2. Where would you like to see public art and art activities in Paramount?

3. In addition to the sculptures and murals already in Paramount, what kind of art would you like to experience in public places?

4. Where do you like to take visitors when they come to Paramount?

5. What do you think is the role of public art in Paramount? ◆ Cultural Heritage
◆ Functional Art
◆ Environmental Art
◆ Temporary Art
◆ Digital Art
◆ Interactive
◆ March 6, 2024
Paramount Public Works Staff
Approximately 30 participants
◆ April 20, 2024
Eco-Friendly Fair, Paramount
City Hall/Civic Center
Approximately 70 participants
◆ May 24, 2024
Friday Night Paramount,
All-American Park
Approximately 20 participants
◆ February 13, 2024
Paramount City Hall Staff
Approximately 18 participants
◆ March 23, 2024
Tepic Sister Cities Día del Niño,
Paramount Park
Approximately 50 participants
Community members visiting PAMP Booth at
Día del Niño event in March 2024
19 ONLINE SURVEY
Concurrently, a survey was available from March 20 through June 30, 2024. Community members could access the survey by a QR code, link published on flyers, the City website, social media, and in print. There were 112 respondents; detailed results of the survey are available in Appendix C.

The Core Questions in the survey center around the role of public art in Paramount, potential locations for artwork, and conceptual themes of interest to the participants.

The top five responses to the role of public art are:

The top five responses to what kind of art is of interest are:

The top five responses for where to locate artwork are:

1. Welcome people to Paramount (55%)

2. Support the growth of the artistic community (54%)

3. Create community gathering spaces (54%)

4. Build and reinforce identity of Paramount (49%)

5. Create community (46%)

1. Cultural heritage (61%)

2. Environmental (53%)

3. Historical (48%)

4. Interactive/moving parts (40%)

5. Events and performances (40%)

1. Downtown (73%)

2. Parks and recreation areas (65%)

3. On buildings (56%)

4. Neighborhoods (55%)

5. Civic Center (42%)
The Pool by Jen Lewin is an interactive digital artwork installed in multiple cities.

Santa Barbara Tree by Stephen Duneier, 2013
21 V. Recurring Themes and
Summary of Recommendations
The list below is the result of extensive community engagement and input sessions with residents, business owners, artists, City staff, and City Council members among others.

It reflects the comments that were repeatedly communicated to the PAMP consultants throughout the planning process. These Recurring Themes became the basis of the specific public art program and project recommendations that are listed under each category.

Celebrating Paramount’s demographics and diverse history was first and foremost in almost every conversation—individual interviews, focus groups, and Knit-Arounds. As a result, this clearly stated priority has influenced the recommendations throughout this document.

CULTURAL IDENTITY AND CIVIC PRIDE
Commission art that authentically reflects Paramount’s diverse history, cultural heritage, demographics, and interests.

1. Use public art to reflect and celebrate the history and demographics of Paramount.

2. Use public art for demarcation of the major gateways into Paramount, welcoming people and helping to identify what is uniquely Paramount.

3. Develop temporary and permanent public art projects and placemaking opportunities Downtown and in parks throughout Paramount.

4. Develop an Art in Vacant Storefronts program to support artists and animate business districts and shopping centers.

5. Use public art to create walkable pathways and destinations for public gatherings.

6. Integrate public art language into long-range City planning documents. 22 PUBLIC EDUCATION
Implement a comprehensive program of ongoing public education and outreach designed to introduce all sectors of Paramount to public art.

LOCAL ARTISTS
Nurture and support local artists to build Paramount’s public art ecosystem.

1. Provide expanded and improved information on existing and future artwork and the artists who created it.

2. Encourage youth and their families to participate in arts activities that engage them with their communities, promote civic pride, boost confidence and wellness, and inspire them to develop their own artistry.

1. Establish and support a venue open to the public where artists can create, gather, offer art classes, and exhibit their work.

2. Provide opportunities and build capacity for local artists by hosting workshops, mentorships, establishing an Artist in Residency program, and creating an Artist Directory.

3. Support and increase visibility of local artists.

4. Promote the development of affordable housing for artists.

Reflection of Strength by Miriam Bricio at Horchateria Rio Luna, Paramount, 2019 23 ADMINISTRATION AND COLLECTION MANAGEMENT
Establish a process that creates exceptional public art and inspires support for and trust in the Public Art Program.

FUNDING STRATEGIES
Identify sustainable funding sources and systems for supporting and maintaining the Public Art Program.

1. Train staff and provide adequate staff or outsourcing of consultants to administer the Public Art Program.

2. Establish a Public Art Advisory Committee appointed by the Mayor and approved by the City Council to advise on and advocate for public art.

3. Replace Development Review Board approval authority with City Council approval.

4. Prepare an annual Public Art Workplan that identifies new projects to be initiated with that fiscal year and provides a status report on current and completed projects.

5. Establish transparent and accountable artist and artwork selection and approval processes for the implementation of municipal public art projects.

6. Document and maintain the artwork in the City’s public art collection, including adoption of a Maintenance of Artwork Policy.

7. Adopt policies and procedures for the deaccession of artwork, donations and loans of artwork, memorials, temporary art, and murals to meet industry standards for effective public art collection management.

1. Refine the Municipal Code Chapter 17.112 Art in Public Places to reflect national best practices.

2. Ensure that the Public Art Fund has sufficient dollars to support public art and define how the monies can be used.

3. In the future, consider adopting a public art requirement for City Capital Improvement Program (CIP) projects.

4. Explore external funding sources to support public art project and programming initiatives.

Xantolo - Día de los Muertos Celebration, 2024
25 VI. Vision, Goals, and
Guiding Principles
VISION
All Paramount residents and visitors experience public art as part of their daily lives and throughout all neighborhoods, celebrating the City’s history, people, natural environment, and culture.

GOALS
The City will make use of the PAMP as the guiding document for all public art and public art programming proposed for City property, publicly accessible art on private property, and the public realm in general.

GUIDING PRINCIPLES
Public art in Paramount has the power to:

The vision, goals, and guiding principles were developed in response to the Recurring Themes.

They are fundamental to the City’s efforts to build a viable and successful public art program. ◆ Express Paramount’s identity and celebrate its cultural diversity through public art. ◆ Provide diverse, engaging, and sustainable public art throughout Paramount. ◆ Build on Paramount’s prestige as a city of innovation. ◆ Commission community-focused art in publicly accessible places. ◆ Integrate public art into qualifying municipal construction projects. ◆ Connect and build the artist community in Paramount.
◆ Provide ongoing financial and administrative support for public art. ◆ Maintain and expand the City’s collection of public art. ◆ Encourage collaboration in the public and private sectors to create vibrant public spaces.
◆ Incorporate the goals of the PAMP into other City planning documents. ◆ Celebrate the community’s cultural assets, highlighting the unique character of Paramount’s neighborhoods, honoring their histories, and preserving quality of place. ◆ Locate high quality art equitably throughout Paramount, ensuring that it is fully accessible to the public.
◆ Provide equitable access to a diversity of artists and artistic experiences. ◆ Elevate the role the artist and the creative process play in connecting people and place.
26 The following recommendations are in direct response to the expressed needs of the residents, visitors, business owners, developers, artists, City staff, and other stakeholders who participated in the planning process. Each recommendation includes project and programming ideas for consideration, which in some cases fall within multiple categories. The project suggestions are intended to enable the City to launch an invigorated Public Art Program as well as plan for its future.

CULTURAL IDENTITY AND CIVIC PRIDE
Commission art that authentically reflects Paramount’s diverse history, cultural heritage, demographics, and interests.

1. Celebrate Paramount’s History and Demographics
RECOMMENDATION: Use public art to reflect and celebrate the history and demographics of Paramount.

PROJECT SUGGESTIONS
The Paramount community is rich in cultural and generational diversity.

Public art can support these communities with the development of placemaking projects that highlight various cultures and history. Impromptu and planned projects such as poetry slams, short plays, dance performances, and interactive art experiences will serve to celebrate diversity and inspire cultural expression through the arts. Other project considerations include:

SHARING STORIES
Work with the local high school to have students conduct interviews with long-time neighborhood residents. Commission artists to translate the stories interactive artwork that integrates the spoken word. This is an opportunity to partner with the Paramount Library’s Guided Autobiography for Older Adults program.

VII. Recommendations and
Project Considerations
27 OUR PARAMOUNT
As a way of exploring community identity, sharing cultures, and nourishing creativity, engage citizens by showcasing some of the unusual private
collections, talents, and idiosyncrasies that add
to the unique character of Paramount. Conduct
a call to residents to provide objects in personal
collections, a favorite family recipe, a tale or urban
myth, or other hidden treasure that is presented
through photographs, objects, verbal and musical
recordings, video clips, and writings. These items
can be showcased in an exhibition, online, and
through audio.

PARTNERING WITH THE PARAMOUNT LIBRARY
Teaming with the Paramount Library will support
the City’s effort to engage with the diverse
community through temporary public art projects that
can take place concurrently with other scheduled events. The City also can partner with the Paramount Library through the American Indian, Asian Pacific, Black, Chicano, and LGBTQ+ Resource Centers through programs that regularly take place at the library throughout the year.

2. Gateways
RECOMMENDATION: Use public art for demarcation of the major gateways into Paramount, welcoming people and helping to identify what is uniquely Paramount.

PROJECT SUGGESTIONS
Artwork strategically located at entrances into Paramount emphasizes a sense of arrival and become landmarks that serve as wayfinding elements to welcome residents and visitors and draw them to local parks, business centers, and other amenities. Memorable artwork at these major entrances into Paramount will help demarcate the city and promote it as a destination in addition to generating civic pride among those who live and work there:
◆ Rosecrans Avenue at Orange Avenue (NW)
◆ Rosecrans Avenue at Downey Avenue (NE)
◆ Alondra Boulevard at Orange Avenue (SW)
◆ Alondra Boulevard at Downey Avenue (SE)
◆ Paramount Boulevard at 70th Street (Central Business District entry) 28 3. Parks, Neighborhoods, and Downtown
RECOMMENDATION: Develop temporary and permanent public art projects and placemaking opportunities Downtown and in parks throughout Paramount.

PROJECT SUGGESTIONS: TEMPORARY ART
Temporary public art is a highly effective tool for developing socially engaging, interactive art experiences in community settings. When carefully planned and executed, temporary art generates substantial awareness, involvement, and appreciation for public art. Temporary projects can involve a wide range of artists and art forms including visual, culinary, literary, media, and performing arts. Temporary interactive artwork can be commissioned to help mitigate construction zones, street and sidewalk closures, add to the festivities at a ribbon cutting, or attract people to other special events.

Temporary installations also can be more experimental in nature, are not placed in perpetuity, and are more cost effective in general. By its fresh and timely nature, temporary art fosters artistic exploration far beyond the traditional boundaries of public art and will draw residents and visitors to Paramount in anticipation of each new installation or activity. Gathering communities to make communal projects—not unlike the Knit-Arounds—grounds participants in celebration of handwork and the joy of creating together. These installations and activities are photo and video documented, then archived for future public enjoyment.

EMBRACE NATURE
To promote usership and safety, as well as walking and biking, public art on trails and at parks will encourage local and regional residents and visitors to return often. Placemaking opportunities in parks include art on trash receptacles and functional elements such as seating, shade structures, protective bollards, and bicycle racks. Sound installations, kinetic sculpture, and app-based scavenger hunts can
provide an interactive component.

Art in the parks also serves as a vehicle to celebrate the neighborhoods that surround it. An artist could collaborate with local elementary schools to produce tiles or other artwork that can be used to enhance monument signs or
other landmarking features.

FOCUS ON INDUSTRY
Paramount’s rich history of dairy farming, hay markets, and the Zamboni innovations provide opportunities to use public art to highlight the City’s industrial past and present. For example, additional projects celebrating the Zamboni Ice Resurfacing machine can include reference to Iceland and Paramount’s position as a premier destination for Olympic athletes. 29 YARN STORMING
Yarn Storming is the practice of using knitting and crochet yarn to cover objects in the public realm on a temporary basis. This art form is used to beautify public spaces, reclaim sterile urban environments, and add whimsey, color, and craft into the public view in unexpected areas, engaging and delighting people of all ages. Trees, bicycle racks, streetlights and other utility poles, protective bollards, canopies, and any number of other objects can be used.

PLAYGROUNDS
By integrating unique and thoughtful interactive
artworks into playgrounds, artists can create
stimulating play environments that promote
critical thinking, creativity, and engagement
among children and their families. Artwork
also stimulates the senses by including sound,
motion-sensors, and music among other
interactive components.

Incorporating public art installations in
neighborhood playgrounds and parks can elevate
the overall play experience by creating distinctive spaces that resonate with the community’s values and history. Additionally, art can serve as landmarks and points of reference, assisting with wayfinding and navigation throughout the park.

NEIGHBORHOOD PRESERVATION
As a service to the community, the City has established an internal neighborhood preservation committee called Achieving Change Through Information Outreach and Networking (ACTION).

This committee, led by the Neighborhood Preservation Manager of the Public Safety Department, is comprised of interdepartmental City staff. ACTION identifies rapid interventions to assist Paramount’s neighborhoods, and one common solution is to use public art as a means of revitalizing and reactivating a neighborhood or property. The artwork functions as an agent of positive change, creating a sense of pride and place.

As the name signifies, ACTION relies on quickly installing or implementing changes for the betterment of neighborhoods. At times, some ACTION initiated projects may warrant review by the PAAC. In those instances, artist selection and implementation of potential large-scale public art projects identified by the ACTION Committee will be in accordance with the Artist and Artwork Selection and Approval Guidelines and be the responsibility of the Public Art Program staff. If accepted, these Neighborhood Preservation projects would be included in the Annual Public Art Workplan and recommended for City Council approval.
30 4. Vacant Storefronts
RECOMMENDATION: Develop an Art in Vacant Storefronts program to support artists and animate business districts and shopping centers.

PROJECT SUGGESTIONS
Although Paramount is fortunate not to have a significant number of longstanding vacant businesses, there are occasions when some storefronts experience extended periods of vacancy.

The potential negative economic impact of street-level empty storefronts and unoccupied buildings can be minimized by using the space for public art installations and temporary exhibitions. Public Art Program staff can work with commercial and business leaders and private property owners who are interested in organizing vacant storefront programs that will make these spaces available to artists for an ongoing series of temporary art installations.

Projects would be based on the anticipated duration of the vacancy and the willingness of the owner to provide the space to artists. Activating and animating these vacant properties will help eliminate blight and increase the economic viability of the community.

5. Streetscapes
RECOMMENDATION: Use public art to create walkable pathways and destinations for people to gather.

PROJECT SUGGESTIONS

CROSSWALKS AND FENCES
Painted crosswalks based on identified
themes can support walkable areas in
neighborhoods throughout Paramount.

A pilot project can be initiated during a
construction project to begin to redefine
the area as a destination and community
gathering place.

Although temporary construction screen
fences are part of the urban landscape, in
most instances they are unappealing and represent the inconvenience of construction projects.

The City can partner with private property owners to commission and oversee the installation of temporary visual art on construction fences to improve the pedestrian experience, animate the street, and help mitigate an otherwise negative impact. This already has been accomplished on Garfield Avenue at the site of a water well under construction. 31 STREET FURNISHINGS
For an innovative, cost-effective approach to providing unique street furnishings throughout Paramount, a catalog of prototypical artist-designed seating, bicycle racks, litter and recycling receptacles, and other amenities can be created. As Downtown revitalization occurs, items from the catalog can be ordered, manufactured, and installed within the streetscapes to add character, identity, and definition to a neighborhood.

OTHER STREETSCAPE IMPROVEMENTS
Local artists can be tasked with creating sidewalk improvements, seating, shade structures, banners, and interactive lighting projections to enhance the walking experience and reinforce neighborhood identity. Projects with themes reflecting local history, demographics, family, and neighborhood can be led by artists and involve active participation by the community.

FAÇADE IMPROVEMENT GRANTS
For property and business owners interested in rehabilitating commercial facades, the City can offer property owners a partial rebate for commissioning an artist to create artwork for the façade.

This rebate would stimulate private investment and customer patronage in the commercial districts by focusing on revitalizing building façades visible to customers, neighboring merchants, and residents.

ROTATING ART ON PRIVATE PROPERTY
The City can partner with private developers by designating highly visible medians and public open space on private property for the display of sculpture which can range from a 6 to 12-month period. The private developers who were interviewed during the planning process were receptive and enthusiastic about participating in this initiative.

6. Public Art and Planning Documents
RECOMMENDATION: Incorporate public art into long-range City planning documents.

PROJECT SUGGESTIONS
Incorporating public art into the fundamental aspects of planning elevates the quality of the urban environment and promotes a cohesive vision for the character of public places and neighborhoods. Including public art considerations in General Plan updates, strategic plans, and master plans redefines the relationship of art to urban space as an integral part of the urban infrastructure and the natural environment.

When public art is addressed at the planning level, it can contribute to economic prosperity, create great public spaces, foster cultural diversity, and attract tourists—all while celebrating the distinctiveness of Paramount and its neighborhoods. Artwork enlivens the pedestrian experience by serving as a point of reference, landmark, or critical linkage. 32 SUGGESTED PUBLIC ART LANGUAGE
All appropriate general, strategic, specific, and master planning documents need to include a set of prioritized public art goals and opportunities. When implemented, the inclusion of public art becomes part of the vision and is further refined in relevant design standards and other implementation documents. Language in future plans, based on the type of plan, needs to:

PROFESSIONAL DESIGN SERVICES SELECTION
To reinforce the City’s consideration of public art in Capital Improvement Projects (CIP), it is important to provide advance notice regarding requirements in all Requests for Qualifications (RFQ) to potential project consultants. In addition, language regarding the consultant’s responsibility to work with artists needs to be included in the contract between the City and the consultant. During interviews, it is useful to include questions regarding the consulting firm’s experience working with artists and the firm’s approach to public art. To assist in the assessment of the firms, it is recommended that Public Art Program staff participate in the interview panel.

PUBLIC EDUCATION
RECOMMENDATION: Develop a strategy and tools for ongoing community engagement and participation.

PROJECT SUGGESTIONS
The success of public art is measured in part by the
community’s awareness of and respect for public
artwork as a cultural resource. How public education
is handled can make a significant difference in public
reception of a project. By building a regular program
of educational and promotional activities, a sense of
community ownership can be instilled and cultivated.

These activities can generate broader community
appreciation of public art and recognition of the
contribution public art makes in creating meaningful
◆ Identify and define public art goals, guidelines, and opportunities that include the examination of character, connections, history, and land uses. ◆ Outline criteria for placement of public art, including appropriate material and scale. ◆ Classify high-visibility placement opportunities.
◆ Describe programming ideas for temporary public art installations and performances. ◆ Suggest potential partnerships that may include public agencies and communitybased organizations (CBOs). 33 places, tying the past to the present, and honoring the Paramount community.

A major priority for the community is encouraging broader thinking on what defines public art. A comprehensive program of community education and outreach, directed to the general public and to the numerous special constituencies affected by the program, would help elevate Paramount’s reputation as a community that recognizes and supports the importance of public art.

Having opportunities for education and engagement in public art can help deepen the public’s understanding and appreciation of this form of creative expression. Providing such opportunities can also create a more informed and culturally rich community. By developing and offering interactive events that focus on public art, individuals of all ages and backgrounds can learn about the creative process, the artists involved, and the cultural, historical, and social significance of the pieces. This educational platform not only enriches the lives of residents but also contributes to a more vibrant and culturally diverse community.

1. Communication
RECOMMENDATION: Provide expanded and improved information on existing and future artwork and the artists who create it.

PROJECT SUGGESTIONS

CITY WEBSITE
It is important to offer the most updated information
about the City’s public art collection by improving and building on the existing map on the City’s website.

Information on the artwork location, title, year of
installation, and materials need to be included as well as profiles on the artists, their website, and a description of the artwork and artist’s intent. This background will help residents and visitors discover public art throughout Paramount, prompt them to take self-guided tours, and
offer a deeper understanding of a specific artwork.

PUBLIC ART WALKS, TOURS, AND SCAVENGER HUNTS
Guided and self-guided public art walks, tours, and field trips can be organized to showcase existing public artworks in the city and engage residents in learning about the Public Art Program. A scavenger hunt as a playful and engaging way for individuals and families to discover public art in Paramount can be created. Community volunteers, including local artists and high school students, could be trained to conduct the tours. 34 SMARTPHONE APP
Utilize a smartphone application specific to the public art collection, placing a portal on each artwork that links to the Public Art Program website, artist’s website, and other resources.

COLORING BOOK
Produce coloring books that feature Paramount’s public art, comparable to the recently published Paramount The City: Safe, Healthy, and Attractive, for distribution at community events and the Paramount Library. Include small packets of crayons sealed with a sticker of the City logo.

VOLUNTEER OPPORTUNITIES
Provide opportunities for residents to volunteer on public art projects, such as hosting Meet & Greets with commissioned artists or helping to maintain existing public artworks. Volunteers can be trained to guide tours of the public art collection, which could be accomplished in partnership with the upcoming Paramount Historical Museum.

ONLINE ENGAGEMENT
Utilize social media and other online platforms to engage residents in the City’s Public Art Program, through online surveys, forums, and opportunities to provide input on future projects and programs.

2. Special Projects
RECOMMENDATION: Encourage youth and their families to participate in arts activities that engage them with their communities, promote civic pride, and inspire them to develop their own artistry.

PROJECT SUGGESTIONS

NEIGHBORHOOD ENGAGEMENT PROJECTS
Creating public art that is inclusive and relevant
to specific neighborhoods can begin with handson artist-led community engagement projects focused on identifying history, culture, and
spaces that neighborhoods value as locations for
public art. These projects can follow two steps:
(1) engage community members in identifying a
scope of work for an artist; and (2) select an artist
or artist team to create a project that responds to
that scope of work.

Community Felt-in by Tanya Aquiniga, Los Angeles River, 2014 35 TRADITIONAL ARTS APPRENTICESHIP PROGRAM
To help assure the survival, development, and continued evolution of community-based traditional art forms, offer an apprenticeship program directed at forms of expression that have been an important part of Paramount and its history. An apprenticeship program enables master traditional artists to pass along their unique knowledge and skills to promising novice artists.

This program can be a collaboration with the Paramount Adult School, Long Beach City College, Cerritos College, California State University Long Beach, or the Southeast LA County Workforce Development Board (SELACO).

COMMUNITY MURALS
Murals are a way to engage local artists and students who want to be involved in their city.

Students from Paramount High School and other local teens can work together with residents on a community mural in select areas of their neighborhood to help make it more welcoming and walkable. In addition to paint, murals can be created using mosaic, ceramic, and glass tile.

This program can be implemented as a competitive grant opportunity where the neighborhood or artist initiates the mural project. Another option is for the Public Art Program staff to prequalify and match neighborhoods and artists. Equipment required to ensure safety would be defined and associated costs included in the grant request.

LOCAL ARTISTS
RECOMMENDATION: Nurture and support local artists to build Paramount’s public art ecosystem.

As evidenced by the strong turnout and rich discussion at the Focus Group for Local Artists, Paramount and the surrounding area are home to many diverse and outstanding artists. They discussed a range of topics and opportunities they would welcome in Paramount, which are represented in the list of potential projects described below.

INPUT FROM ARTISTS
Consistent with input from others throughout Paramount, the artists reinforced the need for the City to commission artwork that reflects and celebrates current demographics. The artists are eager to help in any way they can to advocate the benefits of public art to City policymakers.

They want to be empowered as businesspeople and are craving equitable opportunities to exhibit and make their work. To that end, the artists voiced the need for the City to retain the services of a professional public art administrator to implement a responsible and meaningful public art program.

By creating new and equitable opportunities for artists in the region, the City can take a leadership role in building and reinforcing the City’s cultural and historic identity and thereby 36 creating a vibrant and welcoming experience for people who live, work, and visit Paramount.

There are several programs and grant opportunities that can be offered to support the local artist community. These resources help them become successful small business entrepreneurs and creative producers. This also is an invaluable tool toward building the artist community by attracting artists to live and work in Paramount.

1. Community Art Center
RECOMMENDATION: Establish and support a venue open to the public where artists can create, gather, offer art classes, and exhibit their work.

PROJECT SUGGESTIONS
The need for a community center that supports local visual artists and provides affordable studio and space for various skill levels was raised at almost all of the community meetings, focus groups, and pop-ups. Repeatedly, participants expressed a dedication to engendering Paramount’s young people with a love of the arts. They envision a community art center that provides classes, exposure to art and artists, and perpetuates creativity among the youth. Such an art center can be a storefront studio or a larger center such as a part of the expanded Community Center at Paramount Park.

2. Professional Development
RECOMMENDATION: Provide opportunities and build capacity for local artists by hosting workshops, mentorships, establishing an Artist in Residency program, and creating an Artist Directory.

PROJECT SUGGESTIONS

INFORMAL GATHERINGS
The City can coordinate mixers where local artists meet each other, discuss and critique artwork, share resources, and connect with other artists in the community. Organizing and hosting these Meet & Greet events could be a responsibility of the Public Art Advisory Committee.

WORKSHOPS, LECTURES, WEBINARS, PODCASTS
In person and online workshops, lectures/forums, webinars, and podcasts can be offered to artists to support, launch, and sustain successful careers. Artists can learn best practices in the business of being an artist including sessions on administration, financing, contracts, insurance, and marketing. When new public art project opportunities are announced, the City can host sessions on responding to Calls to Artists, proposal preparation, understanding application processes and contract issues, forming collaborations, and other relevant issues. These resources and recorded events can be included on the City website, along with information about public art opportunities. 37 MENTORSHIP PROGRAM
Artists who want to pursue a public art practice would have the opportunity to be mentored by established public artists who are under contract with the City to design, fabricate, and install commissioned public artwork. The fees for the commissioned artist would be supplemented to accommodate this additional scope of work. The Public Art Mentorship Program would bring together leading sector professionals involved at every stage of the development and delivery of public art to share their specialist knowledge and perspectives and break down what is required to win, plan, and deliver large commissions.

ARTISTS IN RESIDENCE
An Artist in Residence (AIR) program provides
the opportunity for an artist to work in a
specified environment for an extended period.

Eligibility is open to artists working in diverse
art forms including visual arts, theatre, dance,
literature, film, and music. AIR encourages
artists in all disciplines to explore new
working methods, create arts-rich learning
environments, and develop socially engaging,
interactive art experiences in community and
school settings.

The City can work with groups interested in developing an Artist In Residence Program in neighborhood schools, recreation centers, libraries, or other institutions in which artists work with residents to create permanent or temporary public art installations.

ARTIST DIRECTORY
An online local artist directory would provide a centralized resource and platform in which artists at varied career levels could expand their audience and publicize their work. A directory also connects artists to opportunities by presenting their work in a searchable form for organizations, curators, architects, developers, community organizations, individuals, and businesses. The registry should be free to join and free to use.

A framework could be established where artists input their own data and updates as needed.

Visual arts organizations could link existing artist directories to the website. Once set up, the directory could operate with minimal administrative oversight with the understanding that the artists—who are eager to have the information centralized, accessible, and current—would keep it updated.
38 3. Showcase the Work of Local Artists
RECOMMENDATION: Support and increase visibility of local artists.

PROJECT SUGGESTIONS

ARTIST BOOTHS AT SPECIAL EVENTS
Local street fairs and other special events are a great vehicle for showcasing the work of local artists. They provide a face-to-face opportunity for artists to sell their work and build relationships with the community and potential customers. Building on previous efforts, the City can provide booths to local artists at annual events including the Kids Art Night on the Pond, A Night Under the Hay Tree, Tepic Sister Cities Dia de los Niños, Eco-Friendly Fair, Friday Night Paramount, and Summer Concert Series among others to increase participating artists’ visibility while providing local artists the opportunity to meet other artists and see their work.

DESIGNATED WALL FOR TEMPORARY MURALS
An effective way to bring visibility to an artist and a neighborhood is by designating a blank wall for artists to paint on a changing basis. Designed to support artists in establishing their careers, each mural would be exhibited for a maximum of four months and then painted over in preparation for the next artist. This constantly changing artwork would become an attraction to residents and visitors, providing a “living wall” to watch different artists work in a constantly evolving form.

Whether it’s a blank wall on a City building or private property, this is an opportunity to build partnerships and enable artists to develop their skillset and build their portfolios. The selected artists would receive a commission and ideally have access to a range of resources that would be provided by the business community, including paint and equipment.

CHANGING EXHIBITIONS
Artwork by local artists can be featured on a changing exhibition basis in City-owned buildings that are open to the public including City Hall, Progress Park Plaza, Spane Park Learning Center, and the Paramount Community Center. Partnering with the Paramount Library is another option.

The exhibitions can be curated and organized in partnership with Open Studios, the Paramount Library, and other artist-based organizations.

PORTABLE WORKS COLLECTION
A portable works collection can be developed over time by annually allocating funds for the purchase of existing two- and three-dimensional artwork by local artists. Using a competitive selection process, the individual artworks can be placed throughout publicly accessible City or partner facilities on a long-term or short-term basis.
39 COMMISSION UNIQUE ARTWORK FOR RECOGNITION AWARDS
Rather than presenting award winners with commercial trophies or plaques, the City can commission local artists to create a unique, custom artwork that embodies the nature of the award. In addition to showcasing the artist, this practice also gifts the recipient with a singular and inspiring artwork.

4. Artist Housing
RECOMMENDATION: Promote the development of affordable housing for artists.

PROJECT SUGGESTIONS
Paramount is a close-knit community that fosters artistic development. Affordable housing designated for artists is an essential component of making a city thrive and flourish, not only for the artists but also for the people who live in, work in, and visit the city. The work and presence of artists make neighborhoods attractive, which is why artist housing is an investment in workforce housing and the city’s economic future. Approaches to securing affordable housing and live/workspace for artists could include the following:

ADMINISTRATION AND COLLECTION MANAGEMENT
Establish a process that creates exceptional public art and inspires support for and trust in the City’s Public Art Program.

1. Staffing the Public Art Program
RECOMMENDATION: Provide adequate staff or outsourcing of consultants to administer the Public Art Program.

The ambitions of this PAMP are centered on Paramount’s desire to employ public art as a key element of its growth. As such, Public Art Program staff are required—whether permanent or contractual—to work with other City departments and the private sector to plan and implement its arts investments, conduct community engagement, and manage public art projects. ◆ Rehabilitate an historic or underutilized building and preserve it as artist housing. ◆ Access low-interest loans for artists to purchase property. ◆ Subsidize artist housing through a local land trust (i.e. Gateway Cities Affordable Housing Trust).
◆ Incentivize private residential developers to set aside a percentage of housing units for artists (i.e. Clearwater Specific Plan).
◆ Partner with commercial developers to designate warehouse space as artist housing, following the establishment of a compatible zoning framework. 40 Dependable and knowledgeable administration of Paramount’s Public Art Program is essential to achieve the goals and objectives outlined in this Public Art Master Plan. Administration of public art projects falls under the Planning Department. Currently, there are no exclusively designated staff to manage a public art program. Over time the need for specialized staff will increase as the program grows and opportunities arise to commission public artwork, support local artists, and fund public art programming. The following positions will be considered within budget constraints, opportunities, and City priorities as the art program develops.

SUGGESTED NEW STAFF
The following new staffing is recommended to ensure professional and successful implementation of the goals and objectives of this PAMP, Public Art Program, and its anticipated growth over the next five years. This work can be accomplished through outsourcing of consultants with the goal of establishing and phasing in City staff positions to administer the Public Art Program:
◆ Full Time Public Art Program Manager
The Public Art Manager is accountable for management-level administrative work directing program operations, staff, projects, budget, marketing and public education, and complex tasks in support of the Public Art Advisory Committee mission, goals, policies, and objectives.
◆ Full Time Public Art Program Public Art Coordinator
It is the responsibility of the Public Art Program Public Art Coordinator to assume the pivotal role of overseeing the implementation of the public art ordinance. This includes working with all stakeholders; and guiding the process of artist and artwork selection and artwork design, fabrication, and installation. Implementation of the policies for maintenance, gifts, loans, and deaccession of artwork; as well as marketing and social media fall under this position.

Most of the day-to-day work is administrative and can be complex and challenging, requiring specialized expertise. Public art administrators need knowledge of art history, contemporary art, public administration, community relations, contract negotiation, project management, public education, and collection maintenance.

Public art management requires an unusual complement of knowledge and skills to work successfully with community members, artists, architects, engineers, building contractors, elected officials, City staff, and other technical professionals. ◆ Part Time Collection Specialist
The Public Art Program Collection Specialist manages the public art collection inventory, tracks maintenance and repairs, and produces content for educational and promotional materials.
41 ◆ Reinforces the City’s commitment to providing the highest quality public art and arts experiences to residents and visitors.
◆ Prevents the City Council from having to make independent aesthetic decisions about artists and artwork based on a subjective assessment in favor of acting on the recommendation of a group of knowledgeable and experienced arts professionals. ◆ Provides transparency and accessibility to the public on policies and decisions and the process that resulted in those decisions, thereby strengthening the trust that Paramount citizens have in local government.
◆ Members serve as liaisons and ambassadors of the arts by educating the public, soliciting their input and support, and attending arts and culture events. ◆ Members can conduct tours of public artwork in the City’s collection, host artist Meet & Greet events, and make presentations at community meetings, thereby helping to extend the capacity of staff and City Council.
◆ A minimum of two are arts professionals with considerable knowledge and experience in the arts. This may include contemporary museum and gallery art curators, arts management professionals, arts educators, and design professionals such as licensed architects, landscape architects, and urban planners. ◆ A minimum of one is a community stakeholder.
◆ Two are City Councilmembers.
42 3. Public Art Workplan
RECOMMENDATION: Prepare an annual Public Art Workplan that identifies new projects to be initiated within that fiscal year and provides a status report on current and completed projects.

An Annual Public Art Workplan is a valuable tool for charting current and future public art projects and programming. This Annual Public Art Workplan serves to inform City policymakers, staff, and the public about arts and cultural activities and opportunities available.

Planning for long-range and near-term projects needs to be balanced. To ensure operational consistency and accountability, the Public Art Advisory Committee and Public Art Program staff will annually identify new projects to be initiated within that fiscal year and provide a status report on current and completed projects. The Annual Public Art Workplan needs to be updated each fiscal year and include the following components which can be reported using a standard format:

2. Public Art Advisory Committee
RECOMMENDATION: Establish a Public Art Advisory Committee appointed by the Mayor and ◆ Establish and approve the Public Art Program mission, and curatorial and programmatic goals, policies, and
guidelines.
◆ Review and act on Artist/Artwork Selection Panel
recommendations for Public Art Fund projects.
◆ Review and approve recommendations for
maintenance and conservation of artwork, deaccession
of artwork, and acceptance of artwork gifts and loans, in accordance with each respective policy.
◆ Develop an Annual Public Art Workplan outlining
specific public art projects, locations, and budgets for submission to the City Council.
◆ Serve as the key advocacy body for the City’s Public Art Program.
◆ Advise and assist the City Council in connection with such other public art matters as may be referred to by the City Council.
◆ Consider eligible municipal percentage for art projects and other arts and culture projects and programs to begin within the following one-year period. ◆ Budget and funding sources for each project.
43 4. Artist and Artwork Selection and Approval Guidelines RECOMMENDATION: Establish transparent and accountable artist and artwork selection and approval processes for the implementation of municipal public art projects.

NOTE: It would be the responsibility of Public Art Program staff to present the suggested guidelines and contractual agreements with commissioned artists, as prepared by the PAMP consultants, to the Public Art Advisory Committee for final review and approval.

ADMINISTRATIVE GUIDELINES
Establishing administrative guidelines for the selection and approval of artists and artwork would serve to facilitate operations, explain legal requirements, and reflect best practices in the public art field. In addition to guiding City department staff, the guidelines serve to inform the general public in understanding the goals, policies, and procedures of the Public Art Program.

Defining the review and approval processes and the roles and responsibilities of City staff, the Public Art Advisory Committee, City Manager, and City Council would make the public art process easier to navigate. In consideration of the recommended approval process, the previous approval authority of the Development Review Board as authorized by Ordinance No. 1131 in 2020 will be assumed by the City Council upon adoption of a new ordinance.

CONTRACT WITH COMMISSIONED ARTIST
A contract is the cornerstone of the understanding and agreement between the City commissioning a public artwork and the artist creating it. In addition to general terms, the contract defines the scope of work, deliverables, payment and reimbursables, copyright and intellectual property, and insurance requirements, among other terms and conditions. Phases generally are identified as conceptual design, schematic design, final design with required ◆ Status of the Public Art Fund as well as anticipated new funding from private development percent for art in-lieu contributions.
◆ Location of each project and identification of community partners. ◆ Estimated timeline for project initiation and completion. ◆ Projects currently funded and in progress with estimated project completion dates. ◆ As available, the number of participants in public art activities and events completed in the previous year.
44 structural specifications and drawings, fabrication, transportation, and installation of the artwork.

The City has long worked to improve contracting with artists, and to date the City has benefited from positive working relationships with participating artists.

5. Collection Management
RECOMMENDATION: Document and maintain the artwork in the City’s public art collection, including adoption of a Maintenance of Artwork Policy.

NOTE: It would be the responsibility of Public Art Program staff to present the following suggested policies and procedures, as provided by the PAMP consultants, to the Public Art Advisory Committee for final review and approval.

MAINTENANCE AND CONSERVATION DIFFERENTIATED
Maintenance refers to all activities required to conserve, repair, or preserve the integrity of an artwork and site in which the artwork is located. Routine maintenance is limited to the basic day-today care of the artwork conducted by the City, such as trimming and weeding the lawn and other landscaping around an outdoor sculpture and removing the daily accumulation of dust, dirt, and fingerprints. Removal of graffiti needs to be accomplished by a qualified art conservator to prevent damage to artwork by abrasives that tend to be available for City maintenance staff. All maintenance is conducted in accordance with the instructions provided by the artists, as required in their contract with the City. Ensuring that the artwork is properly maintained would be the responsibility of the Public Art Program staff.

Conservation refers to the activities required to repair, restore, and conserve damaged or malfunctioning artwork, including treatment that returns the artwork to its original condition.

Public Art Program staff would be responsible to ensure that an annual survey of the condition of the artwork is conducted by a qualified professional conservator and to oversee subsequent recommendations for conservation.

CONSERVATION REVIEW AND LONG-TERM MAINTENANCE
The image and value of the City’s public art collection depends on the artwork being in good condition, which requires careful documentation, monitoring, and maintenance. Artworks in the collection need to be inventoried, documented, and assessed on a regular basis. It is important that the City contracts the services of a professional arts conservator on an as-needed basis to conduct the work. Standards, processes, and procedures to support the care and conservation of the City’s publicly owned artworks, consistent with the artist’s intent, need to be established to ensure the long-term enjoyment of the collection.
45 Based on national best practices, Public Art Program staff would be responsible for overseeing the following recommended administrative practices:

REVIEW OF PROPOSED ARTWORK
Proactively addressing maintenance and conservation needs of permanently sited artwork is key to the long-term viability of the City’s collection. It is standard practice in the field of public art to have proposals for public art examined by a qualified conservator with expertise specific to the medium prior to approving the fabrication phase of the work. Artists who create public art rely on fabricators and product information to decide on the process and materials they will use.

Oftentimes the materials proposed for such works have not been vetted properly in advance or have not been used before in a specific environment or climate.

METHODS AND MATERIALS
The Methods and Materials review process, which needs to be an integral part of all artwork commissions, takes place once the artist develops a preliminary design concept. The artist works with Public Art Program staff and the conservator during fabrication to assemble a documentation package that identifies all materials, sources, proposed fabrication processes, coatings, siting of the artwork, and its vulnerability to damage.

Once the artwork has been installed, a report is developed on each artwork that addresses the requirements for long-term maintenance of the artwork, how often routine maintenance needs to be performed and by whom, and the frequency of condition inspections by a qualified conservator.

REVIEW OF PURCHASED ARTWORKS
Artworks that are purchased for the City collection need a thorough inspection and subsequent condition report prepared by a professional conservator prior to final purchase.

Final documentation needs to be provided on each artwork detailing how each work was fabricated and installed, as well as instructions on repair and maintenance when needed. ◆ Conduct a condition survey of all City-owned public art once a year. Include a condition report on each artwork and prioritize recommendations for restoration, repair, or maintenance, as needed.
◆ Ensure that routine maintenance of the artwork is accomplished by the appropriate City department (typically Public Works) and occurs with regularity. ◆ Ensure that all repair and restoration of the artwork is completed with the highest standards of professional conservation practice.
◆ Offer periodic workshops on routine maintenance practices to City department staff responsible for day-to-day general upkeep of the artwork. 46 DEFINING THE LIFESPAN OF ARTWORK
Determining the “lifespan” of an artwork at the time it is commissioned has become a reasonable and necessary consideration as public art opportunities evolve to meet the reality of budgets, staff allocation, and other resources. Categories and recommended lifespans are as follows:

6. Policies and Procedures
RECOMMENDATION: Adopt policies and procedures for the deaccession of artwork, donations and loans of artwork, memorials, temporary art, and murals to meet industry standards for effective public art collection management.

SUGGESTED POLICIES AND PROCEDURES
NOTE: It would be the responsibility of Public Art Program staff to present the following suggested policies and
procedures, as provided by the PAMP consultants, to the Public Art Advisory Committee for final review and approval.

DEACCESSION POLICY
It is important for the City to retain the right to remove any artwork in the public art collection that, among other considerations, requires excessive maintenance, poses
public safety risks, is damaged beyond repair, or is adversely affected by changes to the site. Considerations of removal and relocation of an artwork must be governed by careful, standardized procedures that represent best professional practices in the field of public art and serve to insulate the deaccessioning process from fluctuations in personal taste.

A Deaccession of Artwork Policy for the removal and disposition of artwork on City-owned land and in City-owned facilities would detail the criteria and procedures for review by the Public Art Advisory Committee and approval or denial by the City Council. The policy would need to be reviewed and updated every five years at a minimum.

GIFTS, LOANS, AND EXHIBITION OF ARTWORK POLICY
A Gifts, Loans, and Exhibition of Artwork Policy would provide greater detail to ensure that the process is standardized and meets best practices in the public art field. The policy would need to be reviewed and updated every five years at a minimum.
◆ Temporary, up to 2 years
◆ Mid-span, up to 15 years
◆ Long-term, up to 50 years
47 The primary objectives of the Donations and Loans of Artwork Policy would be to:

MEMORIALS POLICY
The City may occasionally decide to install permanent memorials on City-owned property to commemorate persons or events of note, or to otherwise convey the City’s position on various topics. The Memorials Policy would establish a standard measure for reviewing prospective donated memorials by the appropriate City entities to ensure that only objects of the highest standard of excellence are accepted. The policy will need to be reviewed and updated every five years at a minimum.

The Memorials Policy for the acceptance of memorials would define the types of donations that the City will accept and establish criteria for review and acceptance of these objects. The following types of projects would be considered in the policy.

TEMPORARY ART POLICY
Temporary art is authorized under Chapter 17.112 of the Paramount Municipal Code. There was an overwhelming consensus in support of more temporary art among people who participated in the public art planning process. Temporary artworks become destinations for residents and visitors, and they impact the way a given environment is experienced. ◆ Provide deliberate, uniform procedures for the review and acceptance of gifts and loans of public artwork to the City of Paramount.
◆ Maintain high artistic standards in all artwork displayed by the City. ◆ Facilitate more cohesive planning for the placement of artwork throughout the city. ◆ Include evaluation of the cost to the City when considering a donation. ◆ The gift of a newly commissioned memorial to be permanently located upon public rights of way or property owned by the City.
◆ The offer by a donor to organize a public competition that will result in the gift or loan of a memorial to be located permanently or temporarily on City-owned property. ◆ Artwork can be commissioned as a single, short-term occurrence or as part of an ongoing, revolving program. The optimal approach commissions site-specific works responsive to an issue, topic, or idea.
◆ Temporary public art is appropriate when the project budget is limited, experimentation is desired, for short-term events or festivals, or a pressing issue warrants a response on behalf of or in tandem with the broader community. It is also a way to create opportunities for emerging artists new to public art. 48 The Temporary Artwork Policy would be intended to activate publicly owned spaces in parks, plazas, streetscapes, and other property owned by the City, ensuring a consistent approach to placing temporary art in the public realm. The policy would be reviewed and approved by the Public Art Advisory Committee and updated every five years at a minimum.

MURALS POLICY
Murals are an integral and traditional component of a municipal public art program. Since 2020, the City has commissioned 10 murals through direct selection of an artist by City staff with review and approval of the proposed design by the City Manager and Development Review Board. Based on input from artists, community members, and City staff, it is time to establish standards and practices that allow for transparency and accountability in the selection of artists, identification of locations, and mural imagery.

The Murals Policy would seek to address the needs of the community, artists, and the City by creating a streamlined and reliable
process for implementing new murals
throughout Paramount. The policy will
aim to provide the Public Art Advisory
Committee with guidance to follow for
the funding of murals that reflect diversity
in style and media and encourages
commissioning artists from diverse
backgrounds and a range of experiences.

The policy would address the ways in
which a mural is proposed, implemented,
and maintained.

FUNDING STRATEGIES
Identify sustainable funding sources and systems for supporting and maintaining the Public Art Program.

1. Private Development Projects
RECOMMENDATION: Refine the Municipal Code Chapter 17.112 Art in Public Places to reflect national best practices.

The Art in Public Places Ordinance, which was adopted by City Council in 2020 and unchanged from the 1993 resolution in terms of funding, requires certain private development with a project valuation of $100,000 or more to devote 1% (one percent) of building development costs for the acquisition and installation of publicly accessibly works of art. In lieu of installing public art on the development site, the developer has the option of contributing to the Public Art Fund to be 49 used at the City’s discretion for the acquisition and placement of public art throughout the City (Municipal Code Chapter 17.112 Art in Public Places).

The fundamentals of the existing percent for art ordinance remain relevant. However, the language of the Municipal Code needs to be updated to reflect best practices in the public art field. This includes the addition of definitions, greater detail related to the Public Art Requirement, use of the Public Art Fund, establishment of the Public Art Advisory Committee, role of the City Council, and reference to Public Art Policies and Guidelines. Ordinance No. 1200 will make these changes.

2. Public Art Fund
RECOMMENDATION: Ensure that the Public Art Fund has sufficient dollars to support public art and define how monies can be used.

The Public Art Fund was established in 1993. The fund limits expenditures to narrowly defined public art projects, as follows: “The funds should only be used for the purchase, placement, installation, maintenance, and protection of artwork in public areas and facilities.” To provide flexibility for the City to fund a range of public art projects and programming, uses of the resources in the Public Art Fund need to be expanded to be more inclusive.

SUGGESTED PURPOSE OF PUBLIC ART FUND
Accordingly, the purpose of the Public Art Fund needs to be redefined so the revenues can be used for:
◆ The acquisition, commission, design, installation, improvement, maintenance, and insurance of public art and public art programming.
◆ Other expenses associated with the
implementation and administration of the
public art program.
◆ Free and publicly accessible public art
programming.
◆ Grants for the creation of public art and
special programming.
◆ Further the purposes of public art as
defined in Municipal Code Chapter 17.112 Art
in Public Places.
50 3. City Capital Improvement Program Projects
RECOMMENDATION: In the future, consider adopting a public art requirement for City Capital Improvement Program (CIP) projects.

The City of Paramount is eager to expand its commitment to public art and take a leadership role in providing sustainable funding to support public art as an element of Paramount’s development and revitalization. The most predictable way of funding art on city property is through the City’s CIP budget. The purpose of the public art requirement is to establish a consistent source of funding that is tied to the city’s growth.

It is suggested that the City can opt to review each CIP project on a case-by-case basis to determine the appropriateness and feasibility of designating funding for the commissioning of public art as a component of the facility design process. In this way, the City can realize its commitment to public art as integral to the City’s placemaking and economic development goals.

4. External Funding Opportunities
RECOMMENDATION: Explore external funding sources to support public art projects and programming initiatives.

SUGGESTED FUNDING OPPORTUNITIES

FEDERAL AND STATE GRANTS FOR CIP PROJECTS
When applying for Federal and State funding for City Capital Improvement Projects, many granting agencies allow for the incorporation of art, cost of “non-functional landscaping”, and including an artist on the design team as eligible expenses.

PUBLIC AGENCY GRANTS FOR PUBLIC ART
Funding for specific public art project initiatives is available through the National Endowment for the Arts, California Arts Council, and Los Angeles County Arts Commission. Information and applications are available online.

GENERAL FUND
An option to consider as the Public Art Program grows and evolves is for the City Council to allocate an annual line item from the General Fund to support specific programs and project initiatives that serve the neighborhoods throughout Paramount. Many of the ideas generated in this PAMP are applicable, such as community murals, Artists in Residence, and temporary art in the parks, among other citywide initiatives.
51 TRANSIENT OCCUPANCY TAX (TOT)
Although there presently are no hotels
in Paramount, a transient occupancy tax
(TOT) has already been established in the
Paramount Municipal Code. In the future
when a hotel is developed, TOT revenues
collected from overnight visitors who stay
in Paramount can be allocated to the
City to provide funding for public artwork
and programming. Adding to the cultural
vibrancy of Paramount, public art serves
as a magnet attracting arts enthusiasts
and tourists to the area. This can be based
on a percentage of TOT revenues or on a
specific cent on the dollar.

CORPORATE DONATION REQUESTS
There are many corporations dedicated to giving back to the community they serve, through in-kind donations and foundation grants. There are a multitude of opportunities that are easily researched online including general stores, home improvement stores, healthcare, restaurants, tech companies, and financial institutions, among many others.

PROPERTY TAXES
Conduct a feasibility study to determine whether using property taxes to provide a dedicated funding stream for public art can be considered because public art improves the quality of life in communities, making them more attractive places to live and boosting property values. Options to take under consideration include the creation of special taxing districts and increasing real estate transfer taxes on newcomers.

Commuter Carpet by Ellen Harvey, Chicago, 2007
Rug Mural by Jessie Unterhalter & Katey Truhn, Boone, NC, 2020 53 VIII. Implementation:

Five-Year Action Plan
Suggested short-term, mid-term, and long-term implementation goals for each action identified in the PAMP are listed in the Implementation Grid (Appendix D). These goals are prioritized based on the immediate availability of funding, the ease of implementation, and the need to demonstrate success early in the implementation of the City of Paramount Public Art Master Plan and Public Art Program.

The estimated project costs apply to the current funds available in the Public Art Fund.

It is anticipated that these resources will continue to accumulate when the Public Art Ordinance is refined and other funding source recommendations are realized.

The Implementation Plan will continue to be developed and updated by Public Art Program staff, based on the identification of ongoing City priorities and subsequent funding recommendations from the Public Art Advisory Committee.

Dragonfly Garden and Pavilion by Lorna Jordan, Seattle, 2013 54 IX. Appendices
Appendix A. Existing and Potential
Artwork Location Map
55 Appendix B. Benchmark Cities

SELECT SOUTHERN CALIFORNIA CITIES WITH SIMILAR POPULATION BP = Building Permit/Valuation
COMM = Commercial RES= Residential
PAF = Public Art Fund
56 Appendix C. Survey: Core Questions
and Responses
Q1. Where would you like to see public art
and art activities in Paramount?
COMPILED SURVEY STATS: 107 IN ENGLISH / 5 IN SPANISH / 112 TOTAL Downtown
24%
On buildings
19%
Parks and trails
21%
Neighborhoods
14%
Civic Center
14%
Other
4%
57 Q2. In addition to the sculptures and murals
already in Paramount, what kind of art
would you like to experience in public
places? All art would be accessible to
families and children. (Choose three)
Temporary/
Rotating
9%
Projections/
Digital Art
7%
Sound Art
7%
Interactive/
Moving Parts
12%
Environmental
15%
Cultural Heritage
18%
Historical
14%
Other
1%
Functional
6%
Events and
performance
12%
58 Q3. What do you think is the role of public
art in Paramount? (Choose five)
Promote civic pride
8%
Welcome people
to Paramount
11%
Making Paramount
as an attraction
5%
Build and reinforce
identity
10% Provide distinct
neighborhoods
6%
Encourage business
development
5%
Support growth
of the arts
11%
Create community
gatherings
11%
Animate everyday spaces
8%
Highlight Paramount history
8%
Draw attention
to nature
5%
Open
conversations
3%
Create community
interaction
9%
59 Select Stakeholder Comments
I love my
city!
Art can express a
thousand words,
it can inspire,
it can educate,
it can bring a
smile and bring
people together.

Let’s create more
positivity through
art and especially
encourage the
children to
engage.

We need art
that speaks to
people multigenerationally
and
multiculturally-
-art that is more
inclusive and
reflective of
various people’s
life experience.

I saw Paramount
revitalized as a kid
growing up here.

Mom still lives here.

I see a lot of my
“contemporaries”
finding their artistic
selves now that we’re
older. I would love to
see Paramount plant
seeds for and spark
a strong creative
community for future
generations.

I believe art that
depicts the people of
all backgrounds and
abilities in the city
will be a powerful
sense of camaraderie
to foster growth
and unity in the
community.

I will always be
a part of this
community. I will
always want to
help in any way
that I can and it is
wonderful to see
the City be open to
more public art.

I love the sense
of community
you encounter
everywhere you go in
Paramount.

PROJECT
Sharing Stories:

Paramount Library
$3,000 annual
PADF:

ESTIMATED

PROJECT COST

OTHER FUNDING
/PARTNERSHIP

IMMEDIATE SHORT TERM
1-3 YEARS

MID-TERM
3-5 YEARS

LONG-TERM
5-10 YEARS
Paramount
Library
Incorporate Public Art
Language into Planning
Documents
Focus on Industry $50,000 each Local Business
Street Furnishings $35,000 each
Rotating Art on
Private Property
Gateway $230,000 each
60 Appendix D. Five-Year Implementation Grid

CULTURAL IDENTITY AND CIVIC PRIDE
NOTE: Although categorized, there are projects listed below that are applicable under more than one heading. PADF=Public Art Fund.

KEY:

Denotes multiple years.

Denotes continuous years.

LOCAL ARTISTS

PROJECT
Update City Website
PADF:

ESTIMATED

PROJECT COST

OTHER FUNDING
/PARTNERSHIP

IMMEDIATE SHORT TERM
1-3 YEARS

MID-TERM
3-5 YEARS

LONG-TERM
5-10 YEARS
Public Art Tours
Smartphone App
Online Engagement
Community Murals
Coloring Book $8,000
$30,000 each

PROJECT
Artist Directory
PADF:

ESTIMATED

PROJECT COST

OTHER FUNDING
/PARTNERSHIP

IMMEDIATE SHORT TERM
1-3 YEARS

MID-TERM
3-5 YEARS

LONG-TERM
5-10 YEARS
Workshops, Webinars,
Podcasts, Forums
Artist in Residence:

Community Center
Mentorship
Art Center
Artist Housing
$10,000-15,000
each
$50,000 annual
61 PUBLIC EDUCATION

ADMIN & COLLECTION MANAGEMENT

FUNDING STRATEGIES

PROJECT
Amend Municipal Code

17.112 Art in Public Places
PADF:

ESTIMATED

PROJECT COST

OTHER FUNDING
/PARTNERSHIP

IMMEDIATE SHORT TERM
1-3 YEARS

MID-TERM
3-5 YEARS

LONG-TERM
5-10 YEARS
Request General
Fund Monies
Apply for Federal/ State/
Public Agency Grants
Private Foundations/
Corporations
Property Taxes

PROJECT
Designate Public Art
Program Staff/Consultant
PADF:

ESTIMATED

PROJECT COST

OTHER FUNDING
/PARTNERSHIP

IMMEDIATE SHORT TERM
1-3 YEARS

MID-TERM
3-5 YEARS

LONG-TERM
5-10 YEARS
Establish Public Art
Advisory Committee
Adopt Artist and Artwork
Selection Guidelines
Adopt policies for
deaccession, donations,
memorials, temporary
art, and murals
Prepare Annual Workplan
Conduct inventory
and conservation review
62 64
To: Honorable City Council
From: John Moreno, City Manager
By: John King, AICP, Planning Director
Sol Bejarano, Management Analyst
Date: May 27, 2025
SUBJECT: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PARAMOUNT APPROVING ZONING ORDINANCE TEXT AMENDMENT NO. 35,
AMENDING SECTION 17.04.010 (DEFINITIONS) AND REPEALING AND REPLACING CHAPTER 17.112 OF TITLE 17 OF THE PARAMOUNT

MUNICIPAL CODE IN ITS ENTIRETY TO ESTABLISH REVISED

REGULATIONS FOR ART IN PUBLICLY ACCESSIBLE PLACES ON

PRIVATE PROPERTY AND IN PUBLIC PLACES IN THE CITY OF

PARAMOUNT

BACKGROUND
In 1993, the City Council adopted Resolution No. 93:036 which established the collection of Public Art Fees in connection with development projects. In 2020, the City Council adopted Ordinance No. 1131 (Chapter 17.112 of the Municipal Code), formalizing public art requirements for private development within Paramount.

On May 7, 2025, the Planning Commission approved Zoning Ordinance Text Amendment No. 35, recommending that the City Council approve Ordinance No. 1200. This change to the Municipal Code would amend Section 17.04.010 (Definitions) and repeal and replace Chapter 17.112 in its entirety to establish revised regulations for art in publicly accessible places on private property and in public places in the City of Paramount.

DISCUSSION
On November 18, 2023, the City Council approved a professional service agreement with Gail M. Goldman Associates, LLC to prepare the City’s Public Art Master Plan. The Public Art Master Plan is now complete and was presented to the City Council earlier this evening. The revised and newly added definitions in Section 17.04.010 and the regulations in Chapter 17.112 of the Municipal Code reflect the Public Art Master Plan’s recommendations based on input from the community.

Summary of Proposed Revisions
The proposed ordinance would update Section 17.04.010 and Chapter 17.112 of the Municipal Code and include the following:

Agenda Report May 27, 2025
ORDINANCE NO. 1200 Page 2
• Include new definitions in Section 17.04.010 of the Municipal Code. Doing so will provide consistency with some of the text in the Public Art Master Plan and revised policies and procedures.
• Establish a Public Art Advisory Committee.
• Revise the existing “in-lieu” contribution. (An in-lieu contribution occurs in place of installing public art of equivalent value.) The existing contribution would be clarified to ensure the required public art value is either installed as artwork or contributed as a fee to total the required public art assessment of 1% of a project valuation. • Define the use of public art funds.
• Designate City Council role and responsibilities. Approval of public art associated with new private development or existing development along with the commissioning and acquisition of public art will be the sole responsibility of the City Council.

Environmental Assessment
This ordinance is exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) which is the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment and CEQA does not apply where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.

FISCAL IMPACT
None.

The Strategic Outcomes were implemented to provide a pathway to achieving the City’s Vision. This item aligns with Strategic Outcome No. 1: Safe Community - Provide a safe place to live, work, and visit; and No. 2: Community Health - Provide diverse recreational and cultural amenities that support healthy lifestyles and a sense of community.

RECOMMENDED ACTION
Read by title only, waive further reading, introduce Ordinance No. 1200 and place it on the June 10, 2025 agenda for adoption.

CITY OF PARAMOUNT

LOS ANGELES COUNTY, CALIFORNIA
ORDINANCE NO. 1200

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

PARAMOUNT APPROVING ZONING ORDINANCE TEXT AMENDMENT
NO. 35, AMENDING SECTION 17.04.010 (DEFINITIONS), AND
REPEALING AND REPLACING CHAPTER 17.112 OF TITLE 17 OF THE

PARAMOUNT MUNICIPAL CODE IN ITS ENTIRETY TO ESTABLISH

REVISED REGULATIONS FOR ART IN PUBLICLY ACCESSIBLE

PLACES ON PRIVATE PROPERTY AND IN PUBLIC PLACES IN THE

CITY OF PARAMOUNT

THE CITY COUNCIL OF THE CITY OF PARAMOUNT DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Purpose and Findings. The City Council finds and declares as follows:

A. California Constitution Article XI, Section 7, enables the City of Paramount ("the City") to enact local ordinances and regulations not in conflict with general laws; and
B. The authority to adopt and enforce zoning regulations is an exercise of the City's police power to protect the public health, safety, and welfare; and C. The City desires to ensure that development, including resource management, occurs in a prudently effective manner, consistent with the goals and objectives of the General Plan as updated and adopted by the City Council on August 7, 2007, and reasonable land use planning principles; and
D. The General Plan is comprised of elements, and the Resource Management Element includes Resource Management Element Policy 18 which states, “The City of Paramount will continue with the development of the community art program.”
E. The City Council adopted the Public Art Master Plan on May 27, 2025 in support of the Resource Management Element of the General Plan.

F. The Planning Commission held a duly noticed public hearing on May 7, 2025, at which time it considered all evidence presented, both written and oral, and at the end of the hearing voted to adopt Resolution No. PC 25:014, recommending that the City Council adopt this Ordinance; and G. The City Council held a duly noticed public hearing on this Ordinance on May 27, 2025, at which time it considered all evidence presented, both written and oral.

ORDINANCE NO. 1200

Page 2 ends

Paramount City CouncilMay 27, 2025

Paramount City Council
May 27, 2025