Jones Hall Draft of Aug. 28, 2024
SECOND SUPPLEMENTAL INDENTURE
between the
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN PABLO
and
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Successor Trustee
Dated as of October 1, 2024
relating to
$________
Successor Agency to the Redevelopment Agency of the City of San Pablo Tax Allocation Refunding Bonds
Series 2024
1 THIS SECOND SUPPLEMENTAL INDENTURE made and entered into as of October 1, 2024 (this “Second Supplemental Indenture”) by and between COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a nati onal banking associatio n duly organized and existing under and by virtue of the laws of the United States of America, as successor trustee to Wells Fargo Bank, National Association (the “Trustee”) and the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO (the “Successor Agency”);
W I T N E S S E T H
WHEREAS, pursuant to California Health and Safety Code Section 34170 et seq. (the “Dissolution Act”) the Redevelopment Agency of the City of San Pablo (the “Predecessor Agency”) was dissolved and the Successor Agency succeeded to all assets, properties, contracts, leases, books and records, buildings, and equipment of the Predecessor Agency, and, except as repealed, restricted or revised by the Dissolution Act, was vested with all authority, rights, powers, duties and obligations previously vested with the Predecessor Agency; and
WHEREAS, the Predecessor Agency was a redevelopment agency duly created and authorized to transact business and exercise its powers under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the California Health and Safety Code and, together with the Dissolution Act, referred to herein as the “Law”), and the powers of such agency included the power to issue bonds for any of its purposes; and
WHEREAS, the Successor Agency previously caused to be issued its Tax Allocation Refunding Bonds, Series 2014A (the “2014 Bonds”), pursuant to an Indenture, dated as of June 1, 2014 (the “Original Indenture”), between the Successor Agency and the Trustee; and
WHEREAS, the Successor Agency has previously issued its Subordinate Tax Allocation Refunding Bonds Series 2016 (the “2016 Bonds”), on parity with the 2014 Bonds, pursuant to that certain First Supplemental Indenture, dated as of October 1, 2016 (the “First Supplemental Indenture”), between the Successor Agency and the Trustee; and
WHEREAS, the Dissolution Act authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) (the “Savings Parameters”); and
WHEREAS, the Successor Agency has determined to enter into this Second Supplemental Indenture (together with the Original Indenture and the First Supplemental Indenture, the “Indenture”) to provide for the issuance of the 2024 Bonds (as defined herein) under the Indenture, payable from the Subordinate Pledged Tax Revenues and amounts held in certain Funds maintained under the Indenture, on parity with the 2016 Bonds; and
WHEREAS, the Successor Agency has determined all acts and things which are necessary in connection with the authorization, execution and delivery of this Second Supplemental Indenture have been done and performed in due time, form and manner; and
WHEREAS, to provide for the authentication and delivery of the 2024 Bonds, to establish and declare the terms and conditions upon which the 2024 Bonds are to be issued and secured
2 and to secure the payment of the principal and interest thereon, the Successor Agency has authorized the execution and delivery of this Second Supplemental Indenture; and
WHEREAS, the Successor Agency has determined that all acts and proceedings required by law necessary to make the 2024 Bonds, when executed by the Successor Agency, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Successor Agency payable in accordance with their terms, have been done and taken, and the execution and delivery of this Second Supplemental Indenture has been in all respects duly authorized;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that in consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Successor Agency does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the 2024 Bonds, as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires the terms defined in this section shall for all purposes hereof have the meanings herein specified:
Bond Year
The term “Bond Year” means the 12-month period ending on December 15 of each year; provided that the first Bond Year shall be the period from the date of issuance of the 2024 Bonds to December 15, 2024.
Maximum Annual Debt Service
The term “Maximum Annual Debt Service” m eans, the greatest amount of debt service due on the Outstanding 2024 Bonds in any Bond Year during the period commencing with the Bond Year in which the determination is being made and terminating with the last Bond Year in which any Outstanding 2024 Bond is due.
Refunding Law
The term “Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code.
Series 2024 Debt Service Reserve Account
[The term “Series 2024 Debt Service Reserve Account” means the Series 2024 Debt Service Reserve Account, and any subaccount thereof, established pursuant to Section 4.01(a).]
3 Series 2024 Reserve Account Credit Facility
[The term “Series 2024 Reserve Account Credi t Facility” means the Municipal Bond Debt Service Reserve Insurance Policy No. [________] issued by the Surety Provider for the 2024 Bonds in the amount of $_________.]
Series 2024 Reserve Account Requirement
[The term “Series 2024 Reserve Account Requirement” means Maximum Annual Debt Service.]
Surety Provider
[The term “Surety Provider” means ________, its successors and assigns, as provider of the Series 2024 Reserve Account Credit Facility.]
ARTICLE II
ISSUANCE OF 2024 BONDS
SECTION 2.01. Authorization and Purpose. The Successor Agency has reviewed all proceedings heretofore taken relative to the authorization of the 2024 Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the 2024 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Successor Agency is now duly authorized, pursuant to each and every requirement of the Law and the Refunding Law, to issue the 2024 Bonds in the form and manner provided herein for the purpose of providing funds to refinance the 2014 Bonds, and that the 2024 Bonds shall be entitled to the benefit, protection and security of the provisions of the Indenture.
SECTION 2.02. Terms of the 2024 Bonds.
(a) The 2024 Bonds shall be designated “S uccessor Agency to the Redevelopment Agency of the City of San Pablo Tax Allocation Refunding Bonds, Series 2024” and shall be in the aggregate principal amount of $________. The 2024 Bonds shall be dated their date of issuance, 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 2024 Bonds maturing at any one time), and shall mature on the dates and in the principal amounts and bear interest at the rates as set forth in the following schedule:
Maturity Date
(June 15) Principal Amount Interest Rate
2025 $ %
2026
2027
2028
2029
2030
2031
4 (b) The principal of the 2024 Bonds shall be payable in lawful money of the United States of America at the corporate trust operations office of the Trustee in Minneapolis, Minnesota. The 2024 Bonds shall bear interest at the rates (based on a 360-day year of twelve 30-day months) set forth above, payable on December 15, 2024, and semiannually thereafter on June 15 and December 15 in each year. The 2024 Bonds shall bear interest from the interest payment date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date or dur ing the period from the first day of the month preceding an Interest Payment Date to such interest payment date, in which event they shall bear interest from such Interest Payment Date, or unless such date of authentication is prior to the first Record Date, in which event they shall bear interest from their dated date; provided, however, that if at the time of authentication of any 2024 Bond interest is then in default on the Outstanding 2024 Bonds, such 2024 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding 2024 Bonds.
Payment of interest on the 2024 Bonds due on or before the maturity or prior redemption thereof shall be made to the person whose name appears in the 2024 Bonds registration books kept by the Trustee pursuant to Section 2.07 as the registered owner thereof as of the close of business on the Record Date for an interest payment date, whether or not such day is a Business Day, such interest to be paid by check mailed by first-class mail to such registered owner at the address as it appears in such books; provided that upon the written request of a Holder of $1,000,000 or more in aggregate principal amount of 2024 Bonds received by the Trustee prior to the applicable Record Date, interest shall be paid by wire transfer in immediately available funds to an account within the United States. Payment of the principal of the 2024 Bonds shall be made upon the surrender thereof at maturity or on redemption prior to maturity at the corporate trust operations office of the Trustee in Minneapolis, Minnesota.
SECTION 2.02. Form of 2024 Bonds. The 2024 Bonds and the authentication endorsement and assignment to appear thereon shall be substantially in the form set forth in Exhibit A hereto attached and by this reference herein incorporated.
SECTION 2.03. Execution of 2024 Bonds. The Authorized Successor Agency Representative of the Successor Agency is hereby authorized and directed to execute each of the 2024 Bonds on behalf of the Successor Agency and the Clerk of the Successor Agency is hereby authorized and directed to countersign each of the 2024 Bonds on behalf of the Successor Agency In case any officer whose signature appears on the 2024 Bonds shall cease to be such officer before the delivery of the 2024 Bonds to the purchaser thereof such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the 2024 Bonds.
Only those 2024 Bonds bearing thereon certificate of authentication in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the 2024 Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof.
SECTION 2.04. Miscellaneous Provisions. The provisions of Sections 2.05 through 2.12 of the Original Indenture related to Refunding Bonds shall apply to the 2024 Bonds to the same extent as if printed herein.
SECTION 2.05. No Sinking-Fund or Optional Redemption. The 2024 Bonds are not subject to redemption prior to their stated maturities.
5 ARTICLE III
ISSUANCE OF 2024 BONDS
SECTION 3.01. Issuance of 2024 Bonds.
(a) Upon receipt of payment for the 2024 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:
(1) [The Trustee shall deposit in the Series 2024 Debt Service Reserve Account within the Revenue Fund, the Series 2024 Reserve Account Credit Facility, which satisfies the Series 2024 Reserve Account Requirement attributable to the 2024 Bonds.]
(2) The Trustee shall deposit the amount of $________ (which is net of the Series 2024 Reserve Account Credit Facility premium in the amount of $________) to pay the Costs of Issuance for the 2024 Bonds in separate Series 2024 Costs of Issuance Account within the Costs of Issuance Fund, which account is hereby created and which account the Successor Agency hereby agrees to maintain with the Trustee for six months following delivery of the 2024 Bonds. All money in the Series 2024 Costs of Issuance Account shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 2024 Bonds upon receipt of Written Request of the Successor Agency filed with the Trustee, each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is proper charge against such account. Six months following delivery of the 2024 Bonds, or upon the earlier Written Request of the Successor Agency, any remaining balance in the Costs of Issuance Fund shall be transferred to the Revenue Fund.
(3) The Trustee shall use the remaining $__________ to redeem, in full, the 2014 Bonds [on the date of the issuance of the 2024 Bonds] [via deposit under an escrow deposit and trust agreement between the Successor Agency the Computershare Trust Company, National Association, as trustee and escrow agent for the 2014 Bonds]. [To be finalized in connection with closing.]
The Trustee is authorized to establish additional funds and accounts to facilitate the transfer and deposit of bond proceeds, including the establishment of “Bond Proceeds Fund.”
ARTICLE IV
ESTABLISHMENT OF ACCOUNTS AND APPLICATION THEREOF
SECTION 4.01. Funds. To ensure the payment when due and payable, there are hereby established the following funds and accounts, to be held and maintained by the Trustee and applied as provided in the Indenture for so long as any of the 2024 Bonds are Outstanding:
6 (a) within the Successor Agency to the Redevelopment Agency of the City of San Pablo Refunding Bonds Revenue Fund Series 2024 Debt Service Reserve Account; and
(b) within the Costs of Issuance Fund, a Series 2024 Costs of Issuance Account.
SECTION 4.02. Deposit of Subordinate Pledged Tax Revenues. Pursuant to the Custody Agreement dated June 1, 2014, the Contra Costa County Auditor-Controller shall transfer directly to the Trustee as Custodian thereunder, on January 2 and June 1 of each year, from amounts on deposit in the Agency’s Redevelopment Property Tax Trust Fund, all amounts to which the Agency is entitled pursuant to DOF-approved Recognized Obligation Payment Schedule, including all Subordinate Pledged Tax Revenues. Immediately upon receipt thereof, the Trustee shall first deposit all required amounts into the funds and accounts securing the 2016 Bonds, the 2024 Bonds, and any Additional Bonds.
Any Subordinate Pledged Tax Revenues received during any Fiscal Year following deposit in the Revenue Fund of an amount equal to the aggregate amount required to be transferred to the Interest Account, the Principal Account, the Sinking Fund Account, the Series 2016 Debt Service Reserve Account and the Series 2024 Debt Service Reserve Account in such Fiscal Year pursuant to Section 5.04 of the Indenture, shall be retained in the Revenue Fund pending transfer to the Successor Agency pursuant to Section 5.04(5) of the Indenture.
SECTION 4.03. Compliance with the Law Recognized Obligation Payment Schedule. The Successor Agency shall comply with all of the requirements of the Law with respect to the timely filing of each Recognized Obligation Payment Schedule. More specifically, prior to each February 1, the Successor Agency shall submit an Oversight Board-approved Recognized Obligation Payment Schedule to the State Department of Finance and to the County Auditor-Controller, which shall include all scheduled interest, principal and mandatory sinking fund payments that are due and payable on the 2016 Bonds, the 2024 Bonds and any Additional Bonds of the Successor Agency during the next ensuing calendar year, toget her with any amount required to replenish the Series 2016 Debt Service Reserve Account or Series 2024 Debt Service Reserve Account.
If on January 2 of any year the amount remitted by the County Auditor-Controller to the Custodian is less than the full amount specified in the preceding paragraph then not later than February of such year the Successor Agenc y shall submit an Oversight Board-approved Recognized Obligation Payment Schedule to the State Department of Finance and to the County Auditor-Controller which shall include the balance due for remittance on June 1 of such year.
SECTION 4.04. Series 2024 Debt Service Reserve Account. The Trustee shall deposit the Series 2024 Reserve Account Credit Facility in the Series 2024 Debt Service Reserve Account established pursuant to Section 4.01(a) to satisfy the Series 2024 Reserve Account Requirement.
If on any date on which the principal or interest with respect to the 2024 Bonds is due, the amount available for each such payment is less than the amount due on such date, the Trustee shall draw on the Series 2024 Reserve Account Credit Facility in accordance with Section 5.01 and apply amounts to the extent necessary to make good the deficiency.
SECTION 4.05. Defeasance and Discharge of 2024 Bonds. The provisions of Article X of the Original Indenture related to Refunding Bonds shall apply to the 2024 Bonds to the same extent as if printed herein.
7 ARTICLE V
SURETY PROVIDER TERMS AND PROVISIONS
SECTION 5.01. Provisions Relating to Series 2024 Reserve Account Credit Facility. With respect to the Series 2024 Reserve Account Credit Facility, notwithstanding anything to the contrary set forth in the Indenture, the Successor Agency and the Trustee agree to comply with the following provisions:
(a) Amounts drawn under the Series 2024 Reserve Account Credit Facility shall be available only for the payment of scheduled principal and interest on the 2024 Bonds when due.
(b) The Successor Agency shall repay any draws under the Series 2024 Reserve Account Credit Facility and pay all related reasonable expenses incurred by Surety Provider and shall pay interest thereon from the date of payment by Surety Provider at the Late Payment Rate. “Late Payment Rate” means the lesser of (x) the greater (i) of 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 5%, and (ii) the then applicable highest rate of interest on the 2024 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 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 Surety Provider shall specify. If the interest provisions of this subparagraph (a) 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 Surety Provider, with the same force and effect as if the Successor Agency had specifically designated such extra sums to be so applied and Surety Provider 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.
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. The Successor Agency shall take all actions required by the Dissolution Act to ensure that Policy Costs are paid to Surety Provider when due, including the submission of an Oversight Board approved
8 Recognized Obligation Payment Schedule providing for Policy Costs that are payable to Surety Provider.
Amounts in respect of Policy Costs paid to Surety Provider 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 Surety Provider on account of principal due, the coverage under the Series 2024 Reserve Account Credit Facility will be increased by like amount, subject to the terms of the Series 2024 Reserve Account Credit Facility. The obligation to pay Policy Costs shall be secured by valid lien on all revenues and other collateral pledged as security for the 2024 Bonds pursuant to Section 5.01 hereof (subject only to the priority of payment provisions set forth herein).
All cash and investments in the Series 2024 Debt Service Reserve Account established for the 2024 Bonds (the “Reserve Fund”) shall be transferred to the Revenue Fund for payment of debt service on 2024 Bonds before any drawing may be made on the Series 2024 Reserve Account Credit Facility or any other credit facility credited to the Reserve Fund in lieu of cash (“Credit Facility”). Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Series 2024 Reserve Account Credit Facility) on which there is available coverage shall be made on pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund.
Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on pro-rata basis prior to replenishment of any cash drawn from the Reserve Fund. 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 claim or draw thereon or the failure of such provider to honor any such claim or draw.
(c) If the Successor Agency shall fail to pay any Policy Costs in accordance with the requirements of subparagraph (a) hereof, Surety Provider shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Indenture other than (i) acceleration of the maturity of the 2024 Bonds or (ii) remedies which would adversely affect Holders of the 2024 Bonds.
(d) The Indenture shall not be discharged until all Policy Costs owing to Surety Provider shall have been paid in full. The Successor Agency’s obligation to pay such amounts shall expressly survive payment in full of the 2024 Bonds.
(e) The Successor Agency shall include any Policy Costs then due and owing the Surety Provider in the calculation to be made under the Law when issuing any future Additional Bonds.
(f) The Trustee shall ascertain the necessity for claim upon the Series 2024 Reserve Account Credit Facility in accordance with the provisions of paragraph (a) hereof and to provide notice to Surety Provider in ac cordance with the terms of the Series 2024 Reserve Account Credit Facility at least five business days prior to each date upon which interest or principal is due on the 2024 Bonds.
(g) The Successor Agency will pay or reimburse the Surety Provider any and all charges fees costs, losses, liabilities and expenses which the Surety Provider may pay
9 or incur, including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors and reasonable costs of investigations, in connection with (i) any accounts established to facilitate payments under the Series 2024 Reserve Account Credit Facility, (ii) the administration, enforcement, defense or preservation of any rights in respect of the Indenture or any other document executed in connection with the 2024 Bonds (the “Related Documents”), including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy proceeding in respect of the Successor Agency) relating to the Indenture or any other Related Document, or the transactions contemplated by the Related Documents, (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under the Indenture or any other Related Document, if any, or the pursuit of any remedies under the Indenture or any other Related Document, to the extent such costs and expenses are not recovered from such foreclosure sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to the Indenture, the Series 2024 Reserve Account Credit Facility or any other Related Document whether or not executed or completed, or (v) any action taken by the Surety Provider to cure default or termination or similar event (or to mitigate the effect thereof) under the Indenture or any other Related Document; costs and expenses shall include reasonable allocation of compensation and overhead attributable to time of employees of the Surety Provider spent in connection with the actions described in clauses (ii)-(v) above. The Surety Provider reserves the right to charge reasonable fee as condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document. Amounts payable by the Successor Agency hereunder shall bear interest at the Late Payment Rate from the date such amount is paid or incurred by the Surety Provider until the date the Surety Provider is paid in full.
(h) The obligation of the Successor Agency to pay all amounts due to Surety Provider shall be an absolute and unconditional obligation of the Successor Agency and will be paid or performed strictly in accordance herewith, irrespective of (i) any lack of validity or enforceability of or any amendment or other modifications of, or waiver with respect to the 2024 Bonds, the Indenture or any other Related Document, or (ii) any amendment or other modification of or waiver with respect to the Series 2024 Reserve Account Credit Facility; (iii) any exchange, release or non-perfection of any security interest in property securing the 2024 Bonds, the Indenture or any other Related Documents; (iv) whether or not such 2024 Bonds are contingent or matured, disputed, or undisputed, liquidated, or unliquidated; (v) any amendment, modification or waiver of or any consent to departure from the Series 2024 Reserve Account Credit Facility, the Indenture or all or any of the other Related Documents; (vi) the existence of any claim, setoff, defense, (other than the defense of payment in full), reduction, abatement or other right which the Successor Agency may have at any time against the Trustee or any other person or entity other than the Surety Provider, whether in connection with the transactions contemplated herein, in the Indenture or in any other Related Documents or any unrelated transactions; (vii) any statement or any other document presented under or in connection with the Series 2024 Reserve Account Credit Facility proving in any and all respects invalid, inaccurate, insufficient, fr audulent or forged or any statement therein being untrue or inaccurate in any respect; or (viii) any payment by the Surety Provider under the Series 2024 Reserve Account Credit Facility against presentation of certificate or other document which does not strictly comply with the terms of the Series 2024 Reserve Account Credit Facility.
(i) The Successor Agency shall fully observe, perform, and fulfill each of the provisions (as each of those provisions may be amended, supplemented, modified or 10 waived with the prior written consent of the Surety Provider) of the Indenture, each of the provisions thereof being expressly incorporated into this Article V by reference solely for the benefit of the Surety Provider as if set forth directly herein. No provision of the Indenture shall be amended, supplemented, modified, or waived without the prior written consent of the Surety Provider, in any material respect or otherwise in manner that could adversely affect the payment obligations of the Successor Agency hereunder or the priority accorded to the reimbursement of Policy Costs under the Indenture. The Surety Provider is hereby expressly made third-party beneficiary of the Indenture. (j)
The Successor Agency covenants to provide to the Surety Provider, promptly upon request, any information regarding the 2024 Bonds or the financial condition and operations of the Successor Agency as reasonably requested by the Surety Provider The Successor Agency will permit the Surety Provider to discuss the affairs, finances and accounts of the Surety Provider or any information the Surety Provider may reasonably request regarding the security for the 2024 Bonds with appropriate officers of the Successor Agency and will use commercially reasonable efforts to enable the Surety Provider to have access to the facilities, books and records of the Successor Agency on any Business Day upon reasonable prior notice.
(k)
The Successor Agency will not submit to the Oversight Board and the State Department of Finance
request for the final amendment permitted for its Last and Final Recognized Obligation Payment Schedule pursuant to Section 34191.6 of the Law without the prior written consent of the Surety Provider, unless all amounts that could become due and payable to the Surety Provider under this Indenture would be included as line item on the Last and Final Recognized Obligation Payment Schedule following approval of the requested amendment.
ARTICLE VI
MISCELLANEOUS
SECTION 6.
01. References to Refunding Bonds. All references to the Refunding Bonds in the Original Indenture shall be deemed to refer to the 2024 Bonds, where the context requires to preserve the parity status of the 2016 Bonds, the 2024 Bonds, and any Additional Bonds.
SECTION 6.02. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely:
If to the Successor Agency:
If to the Trustee:
Successor Agency to the Redevelopment Agency
of the City of San Pablo
1000 Gateway Ave
San Pablo, CA 94806
Computershare Trust Company, National Association
1505 Energy Park Drive
St. Paul, Minnesota 55108
If to the Surety Provider: ___________
___________
11 ___________
Attention: Managing Director Surveillance
Re: Policy No. ____________
SECTION 6.03. 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 Indenture as whole and not to any particular article, section, subdivision or clause hereof.
SECTION 6.04. 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 Successor Agency 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 2024 Bonds, and the Holders shall retain all the benefit, protection and security afforded, to them under any applicable provisions of law. The Successor Agency and the Trustee hereby declare that they would have executed and delivered this Second Supplemental Indenture and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the 2024 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 6.05. Execution in Several Counterparts. This Second Supplemental Indenture 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 Successor Agency and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.
[Signature Page Follows]
12 IN WITNESS WHEREOF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO has caused this Second Supplemental Indenture to be signed in its name by its Authorized Successor Agency Representative and attested by the Successor Agency Clerk and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor trustee, has ca used this Second Supplemental Indenture to be signed by one of the officers thereunder duly authorized all as of the day and year first above written.
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN PABLO
By
Matt Rodriguez
Executive Director
Attest
Clerk
COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory
A-1
EXHIBIT A
FORM OF 2024 BOND
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO
OR ITS AGENT FOR REGISTRATION OF TRANSFER EXCHANGE OR PAYMENT AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO. HAS AN INTEREST HEREIN.
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN PABLO
TAX ALLOCATION REFUNDING BONDS, SERIES 2024
No. R-____ $________
Interest Rate Dated Date Maturity Date CUSIP No
______% October __, 2024 June 15, 20__ ____________
Registered Owner: CEDE & CO.
Principal Amount: ___________________________ DOLLARS
The Successor Agency to the Redevelopment Agency of the City of San Pablo (the “Successor Agency”), a public body, corporate and politic, duly organized and existing pursuant to Section 34173(d) of the Health and Safety Code of the State, acknowledges itself indebted to, and for value received hereby promises to pay (but only out of the Subordinate Pledged Tax Revenues (capitalized terms used herein shall have the meanings given such terms pursuant to the Indenture mentioned below) and other assets pledged therefor pursuant to the Indenture) to the Registered Owner specified above or registered assigns, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the 1st day of the m onth immediately preceding an Interest Payment Date (the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before December 1, 2024, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on each June 15 and December 15, commencing December 15, 2024, or if such day is not a Business Day (as such term is defined in the Indenture, hereinafter defined), on the
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next succeeding Business Day (each an “Interest Payment Date”), calculated on the basis of 360- day year comprised of twelve 30-day months.
Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the designated corporate trust operations office of Computershare Trust Company, National Association, as successor trustee (the “Trustee”), or at such other place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner’s address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided, however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose on or before the Record Date preceding the applicable Interest Payment Date.
This Bond is one of duly authorized issue of bonds of the Successor Agency designated as the “Successor Agency to the Redevelopment Agency of the City of San Pablo Tax Allocation Refunding Bonds, Series 2024” (the “2024 Bonds”). The 2024 Bonds are issued under pursuant to Section 34177.5(a)(1) of the Health and Safety Code and Section 53580 et seq. of the Government Code. The 2024 Bonds are issued under, and, together with all other Bonds issued and Outstanding thereunder, are equally and ratably secured by the Subordinate Pledged Tax Revenues and other assets pledged therefor under, and entitled to the protection given by the Indenture, dated as of June 1, 2014, between the Successor Agency and the Trustee, as supplemented by a First Supplemental Indenture, dated as of October 1, 2016, between the Successor Agency and the Trustee, and a Second Supplemental Indenture, dated as of October 1, 2024, between the Successor Agency and the Trustee (collectively, the “Indenture”).
Copies of the Indenture are on file with the Successor Agency and at the designated corporate trust operations office of the Trus tee and reference is hereby made to the Indenture and to all amendments and supplements thereto for description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Successor Agency, the Trustee and the Owners of the Bonds and the terms upon which the Bonds are secured under the Indenture, the rights and remedies of the Owners of the Bonds, the limitations on such rights and remedies and the terms and conditions upon which Bonds are issued and may be issued thereunder. By acceptance of this Bond the Registered Owner accepts and agrees to the terms of the Indenture.
The Bonds are not subject to redemption prior to maturity.
This Bond does not constitute charge against the general credit of the Successor Agency but is limited obligation of the Successor Agency payable as to principal and interest solely from the Subordinate Pledged Tax Revenues and the other funds pledged therefor under the Indenture. This Bond is not secured by legal or equitable pledge of or lien or charge upon, any property of the Successor Agency or any of its income or receipts except the Subordinate Pledged Tax Revenues pledged therefor pursuant to the Indenture, which pledge is subject to the provisions of the Indenture permitting the application of the Subordinate Pledged Tax Revenues for the purposes and on the terms and conditions set forth therein. This Bond is not debt of the City of San Pablo, the State of California or any of its political subdivisions and neither said City said State nor any of its political subdivisions is liable therefor nor in any event shall the payment of the principal and interest on this Bond constitute debt liability or obligation of any public agency
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(other than the limited obligation of the Successor Agency as provided in the Indenture), This Bond does not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction and neither the Success or Agency nor any persons executing this Bond are liable personally on this Bond by reason of its issuance. No member, officer or employee of the Successor Agency shall be individually or personally liable for the payment of the principal or interest of this Bond or be subject to any personal liability or accountability by reason of the issuance of this Bond or in respect of any undertakings by the Successor Agency under the Indenture.
To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture or any indenture amendatory thereof or supplemental thereto may be modified or amended by the Successor Agency with, in certain cases, the written consent of the Owners of at least majority in principal amount of the Bonds then Outstanding under the Indenture. The Indenture may also be amended or supplemented without the necessity of the consent of the Owners of the Bonds for any one or more of the purposes specified in the Indenture.
This Bond is transferable, as provided in and subject to the limitations set forth in the Indenture, only upon the Bond Register kept for that purpose at the corporate trust operations office of the Trustee, by the Registered Owner hereof, or by his duly authorized attorney, upon surrender of this Bond together with written instrument of transfer satisfactory to the Trustee duly executed by the Registered Owner or his duly authorized attorney. Thereupon and upon payment of the charges prescribed in the Indenture a new registered Bonds and for the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture. The Successor Agency, the Trustee and any paying agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes.
The Registered Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.
It is hereby certified and recited that all conditions, acts and things required by law, including the Law and the Redevelopment Plan, and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner and that the 2024 Bonds, together with all other indebtedness of the Successor Agency, comply in all respects with the applicable laws of the State of California.
This Bond shall not be entitled to any benefit under the Indenture or be valid or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Trustee of the Trustee’s Certificate of Authentication hereon.
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IN WITNESS WHEREOF, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of the Executive Director and attested by the manual signature of the Successor Agency Clerk, as of the Dated Date specified above.
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN PABLO
By
Matt Rodriguez
Executive Director
Attest
Clerk
FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the 2024 Bonds delivered pursuant to the within mentioned Indenture.
Date of Authentication _______ 2024
COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells assigns and transfers unto
Name Address and Tax Identification or
Social Security Number of Assignee
the within Bond of the Successor Agency to the Redevelopment Agency of the City of San Pablo and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the
books kept for registration thereof with full power of substitution in the premises.
Dated: _______ 20__
Notice: The Signature of this assignment and
transfer must correspond with the name
as written upon the face of this Bond in
every particular without alteration or
enlargement or any change whatsoever
Signature guaranteed by
Notice: Signature must be guaranteed by
member of the National Association of
Securities Dealers commercial bank
trust company or other eligible guarantor