Jones Hall Draft of Dec. 28, 2023
SUPPLEMENTAL AGREEMENT NO. 1 TO
FISCAL AGENT AGREEMENT
by and between
WEST PATTERSON FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of February 1, 2024
Relating to:
$___________
West Patterson Financing Authority
Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024
-iTABLE OF CONTENTS
SECTION 1. Supplement to Original Fiscal Agent Agreement................................................................ 2
ARTICLE X
2024 BONDS
Section 10.01. Definitions ........................................................................................................ 2 Section 10.02. Authorization of 2024 Bonds ........................................................................... 3 Section 10.03. Terms of 2024 Bonds ...................................................................................... 4 Section 10.04. Redemption of 2024 Bonds ............................................................................. 4 Section 10.05. Form of 2024 Bonds; Authentication and Delivery .......................................... 6 Section 10.06. Application of Proceeds of Sale of 2024 Bonds .............................................. 7 Section 10.07. 2024 Costs of Issuance Fund.......................................................................... 7 Section 10.08. Security for 2024 Bonds .................................................................................. 8 Section 10.09. Effect of this Article X ...................................................................................... 8 SECTION 2. Attachment of Exhibit C ...................................................................................................... 8 SECTION 3. Additional Amendments to Original Fiscal Agent Agreement ............................................. 8 SECTION 4. Partial Invalidity ................................................................................................................... 9 SECTION 5. Execution in Counterparts................................................................................................. 10 SECTION 6. Governing Law.................................................................................................................. 10 EXHIBIT A - FORM OF 2024 BONDS
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SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT
THIS SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 1” or “Agreement”), dated as of February 1, 2024, is by and between the WEST PATTERSON FINANCING AUTHORITY, a joint exercise of powers agency, organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”) for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “District”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Fiscal Agent”), as successor fiscal agent to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., under a Fiscal Agent Agreement, dated as of October 1, 2021 (the “Original Fiscal Agent Agreement”) by and between the Fiscal Agent and the Authority.
R E C I T A L S :
WHEREAS, the Board of Directors of the Authority has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”); and WHEREAS, the Board of Directors, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the Authority for the District in the maximum aggregate principal amount of not to exceed $90,000,000 (the “Bond Authorization”); and WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent Agreement, the Authority previously issued, for and on behalf of the District, $4,465,000 initial principal amount of West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2021 (the “2021 Bonds”) for the purpose of financing various public improvements authorized to be funded by the District, which 2021 Bonds constituted the first series of bonds issued pursuant to the Bond Authorization; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on parity with the 2021 Bonds; and
WHEREAS, after due investigation and deliberation the Authority has determined that it is in the interests of the Authority and the District at this time for the Authority, for and on behalf of the District, to provide for the issuance of West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024 in the initial aggregate principal amount of $___________ (the “2024 Bonds”), to provide moneys needed to construct and acquire the facilities necessary for development of property within the City of Patterson; and
WHEREAS, this Supplemental Agreement No. 1 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2024 Bonds are “Additional Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement and -2-
secured under the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 1, on parity with the 2021 Bonds; WHEREAS, the Authority and the Fiscal Agent desire to enter into this Supplemental Agreement No. 1 pursuant to Sections 5.17 of the Original Fiscal Agent Agreement and to provide for the issuance of the 2024 Bonds;
WHEREAS, to provide for the issuance of the 2024 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided herein, as authorized by Sections 5.17 and 8.05 of the Original Fiscal Agent Agreement; and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the 2024 Bonds, when executed by the Authority for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the Authority for the District, and to constitute the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 1, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 1 have been in all respects duly authorized.
A G R E E M E N T :
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
SECTION 1. Supplement to Original Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.05 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement is hereby amended by adding a new article thereto, to be designated as Article X. Such Article X shall read in its entity as follows:
ARTICLE X
2024 BONDS
Section 10.01. Definitions. The Original Fiscal Agent Agreement is amended to add the following definitions to Section 1.03.
“Article X” means this Article X which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 1, together with all amendments of and supplements to this Article X entered into pursuant to the provisions of Section 8.01. “Continuing Disclosure Certificate” means (i) with respect to the 2021 Bonds, the Continuing Disclosure Certificate, dated as of closing date for the 2021 Bonds, by and between the Authority and Goodwin Consulting Group, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof and (ii) with respect to the 2024 Bonds, the Continuing Disclosure Certificate, dated as of the Closing Date for the 2024 Bonds, by and among the Authority and Goodwin Consulting Group, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof. -3-
“Closing Date” means, when referring to the 2024 Bonds and as used in this Supplemental Agreement No. 1, January ___, 2024.
“Interest Payment Dates” means (i) with respect to the 2021 Bonds, March 1 and September 1 of each year, commencing March 1, 2022, and (ii) with respect to the 2024 Bonds, March 1 and September 1 of each year, commencing September 1, 2024. “Supplemental Agreement No. 1” means Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of February 1, 2024, between the Authority, for and on behalf of the District, and the Fiscal Agent.
“2024 Bonds” means the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024, authorized to be issued under Section 10.02.
“2024 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the Authority and related to the authorization, sale and issuance of the 2024 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the Authority in connection with the issuance of the 2024 Bonds, financial advisor fees, (underwriter’s) discount or underwriting fee for the 2024 Bonds, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2024 Bonds and other costs, charges and fees in connection with the foregoing.
“2024 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 10.07.
“2024 Improvement Account” means the account by that name established in Section 3(A) of this Supplemental Agreement No. 1 hereof.
“2024 Reserve Account” means the account by that name established in Section
10.06(B) of this Supplemental Agreement No. 1 hereof.
“Term 2024 Bonds” means the 2024 Bonds maturing September 1, 20___ and September 1, 20___.
Section 10.02. Authorization of 2024 Bonds. 2024 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of this Agreement, the Act, and other applicable laws of the State of California. The 2024 Bonds shall be designated the “West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024.”
Jurisdiction is hereby reserved to issue subsequent Additional Bonds; provided that the maximum aggregate principal amount of bonds which may be issued for the District shall not exceed the Bond Authorization.
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Section 10.03. Terms of 2024 Bonds.
(A) Form; Denominations. The 2024 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof.
(B) Date of the 2024 Bonds. The 2024 Bonds shall be dated the Closing Date for the 2024 Bonds.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2024 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2024 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2024 Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The 2024 Bonds shall be issued as serial bonds and term bonds, and shall mature and become payable as follows:
Maturity Date
(Sept. 1)
Principal
Amount
Interest
Rate
Maturity Date
(Sept.1)
Principal
Amount
Interest
Rate
T Term Bond
(E) Interest and Method of Payment. Interest on the 2024 Bonds shall be payable as provided in Section 2.02(E) of this Agreement, with the Closing Date as used therein being a Closing Date herein, and payments shall be made on the 2024 Bonds as provided in Section
2.02(F), with the first Interest Payment Date being September 1, 2024.
Section 10.04. Redemption of 2024 Bonds.
(A) Redemption Dates.
(i) Optional Redemption. The 2024 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any date on and after September 1, 20___ at the following respective redemption prices (expressed as percentages of the principal amount of the 2024 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
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Redemption Dates Redemption Price
September 1, 20___ through August 31, 20___ 103%
September 1, 20___ through August 31, 20___ 102
September 1, 20___ through August 31, 20___ 101
September 1, 20___ and any date thereafter 100
(ii) Mandatory Redemption From Prepayments. The 2024 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2024 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
Interest Payment Dates through March 1, 20___ 103%
September 1, 20___ and March 1, 20___ 102
September 1, 20___ and March 1, 20___ 101
September 1, 20___ and Interest Payment Dates thereafter 100 (iii) Mandatory Sinking Payment Redemption. The Term 2024 Bonds maturing September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
20___ (maturity)
The Term 2024 Bonds maturing September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
20___ (maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the Authority in an Officer’s Certificate, as a result of any prior partial optional or mandatory -6-
redemption of the Term 2024 Bonds pursuant to clause (A)(i) or clause (A)(ii) above. In the event of a redemption pursuant to clause (A)(i) or clause (A)(ii) above, the Authority shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.
In lieu of redemption under this Section 10.04, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2024 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2024 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2024 Bonds pursuant to clause (A)(i) or clause (A)(ii) not less than 45 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission; Effect of Redemption. The redemption provisions set forth in Section 2.03(C) and Section 2.03(D) shall apply to the 2024 Bonds as if set forth herein.
Section 10.05. Form of 2024 Bonds; Authentication and Delivery. (A) Form of 2024 Bonds. The 2024 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein (which shall become “Exhibit C” to the Original Fiscal Agent Agreement), with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act.
(B) Execution of 2024 Bonds. The 2024 Bonds shall be executed on behalf of the Authority by the Executive Director and Secretary of the Authority who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the Authority may be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2024 Bond ceases to be such officer before delivery of the 2024 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2024 Bonds to the Owner. Any 2024 Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such 2024 Bond shall be the proper officers of the Authority although at the nominal date of such 2024 Bond any such person shall not have been such officer of the Authority.
Only such of the 2024 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A, manually or electronically executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that such 2024 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement.
(C) Authentication and Delivery of 2024 Bonds; Transfer and Exchange; Additional Provisions of the 2024 Bonds. At any time after the execution of Supplemental Agreement No. 1 and delivery by the Authority of an Officer’s Certificate that the requirements of Section 5.17 for -7-
the issuance of the 2024 Bonds as Additional Bonds have been met, the Authority may issue the 2024 Bonds for the District in the aggregate principal amount set forth in Section 10.02 and deliver the 2024 Bonds to the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2024 Bonds in accordance with the provisions of the Act and this Agreement, as supplemented by Supplemental Agreement No. 1, to authorize the payment of 2024 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2024 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2024 Bonds to the Original Purchaser.
The provisions of Sections 2.06 through 2.13 of the Original Fiscal Agent Agreement shall apply to the 2024 Bonds in a like manner as applied to the 2021 Bonds.
Section 10.06. Application of Proceeds of Sale of 2024 Bonds. (A) Proceeds of 2024 Bonds. The proceeds of the purchase of the 2024 Bonds by the Original Purchaser in the amount of $__________ (being the aggregate principal amount thereof, plus/less [net] original issue premium/discount of $_________, less an Underwriter’s discount of $____________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) Deposit in the 2024 Reserve Account of the Reserve Fund $___________, equaling the initial amount of the Reserve Requirement for the 2024 Bonds;
(ii) Deposit in the 2024 Improvement Account of the Improvement Fund $____________; and
(iii) Deposit in the 2024 Costs of Issuance Fund $___________. (B) 2024 Reserve Account. In accordance with Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2024 Reserve Account,” into which the amounts set forth in Section 10.06(A)(i) shall be deposited. The 2021 Reserve Account and the 2024 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Agreement. The Reserve Requirement for the 2024 Bonds shall not increase at any time.
(C) Additional Funds and Accounts. The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 10.06.
Section 10.07. 2024 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2024 Costs of Issuance Fund,” which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2024 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2024 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a 2024 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. The -8-
Fiscal Agent shall maintain the 2024 Costs of Issuance Fund for a period of 2 months from the Closing Date and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the 2024 Improvement Account. Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2024 Improvement Account and the Fiscal Agent shall close the 2024 Costs of Issuance Fund. Moneys in the 2024 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2024 Costs of Issuance Fund to be used for the purposes of such fund.
Section 10.08. Procedure for Disbursement of 2024 Improvement Account.. (A) Disbursements. Disbursements from the 2024 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, and an Officer’s Certificate substantially in the form of Exhibit B to the Agreement (except that in such Officer’s Certificate, reference shall be made to the 2024 Improvement Account and to the 2024 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.
Section 10.09. Security for 2024 Bonds. The 2024 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article X.
Section 10.10. Effect of this Article X. Except as in this Article X expressly provided or except to the extent inconsistent with any provision of this Article X, the 2024 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and condition contained in the foregoing provisions of this Agreement shall apply to the 2024 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article X.
SECTION 2. Attachment of Exhibit C. The Original Fiscal Agent Agreement is hereby further amended by incorporating therein an “Exhibit C” setting forth the form of the 2024 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.
SECTION 3. Additional Amendments to Original Fiscal Agent Agreement. The Original Fiscal Agent Agreement is hereby further amended as follows:
(A) Section 3.04(A) of the Agreement is hereby amended by adding thereto, as a new third sentence thereof, the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2024 Improvement Account” of the Improvement Fund, -9-
which account is hereby established for purposes of accounting for the use and disposition of 2024 Bond proceeds directed to the Improvement Fund pursuant to Section 10.06 and 10.08. (B) References in the Original Fiscal Agent Agreement to the 2021 Bonds which, if the context requires reference to the 2021 Bonds and any Additional Bonds in order to maintain the parity relationship of the 2021 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Original Fiscal Agent Agreement rather than “2021 Bonds.”
(C) Section 4.03(A) of the Original Fiscal Agent Agreement is hereby amended by adding thereto the following: “There is hereby created within the Reserve Fund an additional separate account designated as the “2024 Reserve Account” which is hereby established for accounting purposes only regarding the use and disposition of the amounts of the proceeds of the 2024 Bonds. The Reserve Fund shall be a parity fund, amounts in the 2024 Reserve Account shall for all purposes of this Agreement be deemed to be part of the aggregate amount on deposit in the Reserve Fund and amounts in such accounts and any earnings thereon in such accounts shall be drawn upon in the same manner, according to the same terms and pro rata with all other amounts in the Reserve Fund whenever a draw is made on the Reserve Fund under this Section 4.03.
In the definition of “Reserve Requirement,” is revised as follows: “Reserve Requirement ”means, for all Bonds outstanding from time to time, the least of (i) 125% of the average Annual Debt Service with respect to the Bonds; (ii) Maximum Annual Debt Service with respect to the Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if an series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—
(a) the Reserve Requirement shall not increase after the date of issuance of any series Bonds;
(b) in no event shall the Authority or the City be obligated to deposit an amount in any reserve fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and (c) the Authority may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with Section 4.03(A).
(D) In the definition of “Special Tax Revenues,” the parenthetical “(currently at 1%)” is deleted.
SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 1 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement No. 1. The Authority hereby declares that it would have entered into this Supplemental Agreement No. 1 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2024 Bonds pursuant thereto -10-
irrespective of the fact that any one or more Sections, paragraphs, sentences. clauses, or phrases of this Supplemental Agreement No. 1 may be held illegal, invalid or unenforceable.
SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 6. Governing Law. This Supplemental Agreement No. 1 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.
[Signature Page to Supplemental Agreement No. 1 to
Fiscal Agent Agreement dated as of February 1, 2024]
IN WITNESS WHEREOF, the Authority and the Fiscal Agent have caused this Supplemental Agreement No. 1 to Fiscal Agent Agreement to executed as of February 1, 2024.
WEST PATTERSON FINANCING
AUTHORITY, for and on behalf of the West
Patterson Financing Authority Community
Facilities District No. 2018-1 (Villages of
Patterson)
By:
Executive Director
ATTEST:
By:
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Vice President
A-1
EXHIBIT A TO SUPPLEMENTAL AGREEMENT NO. 1 TO FISCAL AGENT AGREEMENT
EXHIBIT C TO ORIGINAL FISCAL AGENT AGREEMENT
FORM OF 2024 BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. $
WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 1 (VILLAGES OF PATTERSON) SPECIAL TAX BONDS, SERIES 2024
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
September 1, ____ January ___, 2024
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The West Patterson Financing Authority (the “Authority”) for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “District”), for value received, hereby promises to pay solely from the Special Tax Revenues (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2024 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at a designated corporate trust office of U.S. Bank Trust Company, National Association in San Francisco, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
This Bond is one of a duly authorized issue of bonds approved by resolution of the Board of Directors of the Authority on _________, 2024 (the “Resolution”), pursuant to the A-2
Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements authorized to be financed by the District, and is one of the bonds designated “West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of October 1, 2021, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of February 1, 2024 (together, the “Agreement”), by and between the Authority and the Fiscal Agent and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable, on parity with previously issued bonds of the District, solely from the Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” means the proceeds of the facilities special tax (“Special Taxes”) levied under the Mello-Roos Act in the District that are received by the Authority, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the special taxes, net of the administration charge of the County, but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.
The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any date on and after September 1, 20___ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
September 1, 20___ through August 31, 20___ 103%
September 1, 20___ through August 31, 20___ 102
September 1, 20___ through August 31, 20___ 101
September 1, 20___ and any date thereafter 100
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The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
Interest Payment Dates through March 1, 20___ 103%
September 1, 20___ and March 1, 20___ 102
September 1, 20___ and March 1, 20___ 101
September 1, 20___ and Interest Payment Dates thereafter 100 The Term Bonds maturing September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
20___ (maturity)
The Term Bonds maturing September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___ and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following table:
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
20___ (maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the Authority in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.
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No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.
Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent 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.
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IN WITNESS WHEREOF, the West Patterson Financing Authority has caused this Bond to be executed by the facsimile signatures of the Executive Director and the Secretary of the Authority, all as of the Bond Date stated above.
WEST PATTERSON FINANCING
AUTHORITY, for and on behalf of the WEST
PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.
2018-1 (VILLAGES OF PATTERSON)
By:
Chair
By:
Secretary
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.
Dated: _____________, 2024
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Fiscal
Agent
By:
Authorized Signatory
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration
or enlargement or any change whatsoever.