SECOND SUPPLEMENTAL INDENTURE
Dated as of June 1, 2022
Supplementing the
INDENTURE
Dated as of March 1, 2020
by and among
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY and
CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$__________
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (MULTIPLE CAPITAL PROJECTS AT ORANGE MEMORIAL PARK)
LEASE REVENUE BONDS, SERIES 2022A
TABLE OF CONTENTS
Page
ARTICLE XVII DEFINITIONS 2
Section 17.01 Definitions 2
ARTICLE XVIII THE SERIES 2022A BONDS 2
Section 18.01 Authorization and Issuance of Series 2022A Bonds 2 Section 18.02 Terms of the Series 2022A Bonds 3
Section 18.03 Form of Series 2022A Bonds 5
ARTICLE XIX APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS 5 Section 19.01 Application of Proceeds of Sale of Series 2022A Bonds 5 Section 19.02 Establishment and Application of Series 2022A Project Account of the Project Fund 5 ARTICLE XX REDEMPTION OF SERIES 2022A BONDS 5
Section 20.01 Redemption of Series 2022A Bonds 5
ARTICLE XXI MISCELLANEOUS 6
Section 21.01 Survival of Original Indenture 6
Section 21.02 Partial Invalidity 6
Section 21.03 Waiver of Personal Liability 7
Section 21.04 Successor Deemed Included in all References to Predecessor 7 Section 21.05 Execution in Counterparts 7
Section 21.06 Governing Law 7
Signature Page S-1
EXHIBIT A FORM OF SERIES 2022A BOND A-1
EXHIBIT B DESCRIPTION OF 2022A PROJECT B-1
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 2022 (the “Second Supplemental Indenture”), is entered into by and among the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”), and supplements and amends the INDENTURE, dated as of March 1, 2020, as supplemented by the First Supplemental Indenture dated as of June 1, 2021 (together, the “Original Indenture”), each by and among the Authority, the City and the Trustee.
WITNESSETH:
WHEREAS, the Authority previously issued its City of South San Francisco Public Facilities Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A (the “Series 2020A Bonds”) and its City of South San Francisco Public Facilities Financing Authority (Community Civic Campus and Multiple Capital Projects) Lease Revenue Bonds, Series 2021A (the “Series 2021A Bonds”) pursuant to the Original Indenture to finance the costs of the acquisition, construction and/or installation of capital improvement projects of the City; and WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance additional Project costs described in Exhibit B hereto through the issuance by the Authority of the Series 2022A Bonds (as defined herein) as Additional Bonds (as defined in the Original Indenture) under the Original Indenture, which are payable from the Base Rental Payments (as defined in the Original Indenture) to be made by the City under the Lease Agreement (as defined herein); and WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of March 1, 2020, as amended by the First Amendment to Assignment Agreement, dated as of June 1, 2021 executed and delivered by the Authority and Trustee in connection with the issuance of the Series 2020A Bonds and the Series 2021A Bonds; and WHEREAS, the Authority and the City desire to provide for the issuance by the Authority of the Series 2022A Bonds, in the aggregate principal amount of $__________, in order to finance the Project described in Exhibit B hereto; and WHEREAS, the Series 2020A Bonds, the Series 2021A Bonds and the Series 2022A Bonds will be payable equally and ratably from the Base Rental Payments; and WHEREAS, in order to provide for the authentication and delivery of the Series 2022A Bonds, to establish and declare the terms and conditions upon which the Series 2022A Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Second Supplemental Indenture; and NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:
DEFINITIONS
Definitions. Except as otherwise provided in this Section 12.01, all terms used herein which are defined in the Original Indenture shall have the meanings assigned to them therein. All other capitalized terms used herein without definition shall have the meaning given to such terms in the Lease Agreement. “Bonds” means the Series 2020A Bonds, the Series 2021A Bonds, the Series 2022A Bonds and any Additional Bonds issued under the Indenture. “Closing Date” means, with respect to the Series 2022A Bonds, _____, 2022. “Indenture” means the Indenture, as originally executed, as supplemented by the First Supplemental Indenture, this Second Supplemental Indenture, and as it may be further amended or supplemented from time to time by any Supplemental Indenture. “Interest Payment Date” means, with respect to the Series 2022A Bonds, June 1 and December 1 of each year, commencing on December 1, 2022. “Lease Agreement” means the Lease Agreement, dated as of March 1, 2020, by and between the City and the Authority, as originally executed, as amended and supplemented by the First Amendment to Lease Agreement, dated as of June 1, 2021 and the Second Amendment to Lease Agreement, and as it may be from time to time further amended in accordance with the provisions thereof. “Second Amendment to Lease Agreement” means the Second Amendment to Lease Agreement, dated as of June 1, 2022, by and between the Authority and the City. “Series 2022A Bonds” means the City of South San Francisco Public Facilities Financing Authority (Multiple Capital Projects at Orange Memorial Park) Lease Revenue Bonds, Series 2022A issued pursuant to the Indenture. “Series 2022A Project Account” means the account by that name established in accordance with Section 19.02 hereof. “Term Bonds” means with respect to the Series 2022A Bonds, the Series 2022A Bonds maturing on June 1, 20__.
THE SERIES 2022A BONDS
Authorization and Issuance of Series 2022A Bonds. Pursuant to Section 2.01 of the Original Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture. The Authority and the City have determined that all acts and proceedings required by law necessary to make the Series 2022A Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, have been done and taken, and the execution and delivery of this Second Supplemental Indenture has been in all respects duly authorized. The Series 2022A Bonds are hereby designated the “City of South San Francisco Public Facilities Financing Authority (Multiple Capital Projects at Orange Memorial Park) Lease Revenue Bonds, Series 2022A.” The Authority may, at any time, execute the Series 2022A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2022A Bonds and deliver the Series 2022A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.
As set forth in Section 5.01 of the Original Indenture, subject only to the provisions of the Original Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein and herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge shall constitute a first lien on such assets.
Terms of the Series 2022A Bonds.
The Series 2022A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2022A Bond shall have more than one maturity date. The Series 2022A Bonds shall initially be issued as Book-Entry Bonds. The Series 2022A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $__________, shall mature on June 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:
Maturity Date
(June 1)
Principal Amount
Interest Rate
* Term Bond
Interest on the Series 2022A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2022A Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2022A Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2022A Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2022A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Except as otherwise provided in Section 2.10(a) of the Original Indenture, interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2022A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022A Bonds who have provided account information and wiring instructions satisfactory to the Trustee.
The principal and premium, if any, of the Series 2022A 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.
Form of Series 2022A Bonds. The Series 2022A Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required by the Original Indenture and hereby.
APPLICATION OF PROCEEDS; ESTABLISHMENT OF FUNDS
Application of Proceeds of Sale of Series 2022A Bonds. On the Closing Date, the net proceeds of the sale of the Series 2022A Bonds received by the Trustee, $__________, shall be deposited by the Trustee as follows:
The Trustee shall deposit the amount of $__________ in the Costs of Issuance Fund; The Trustee shall deposit the amount of $__________ in the Interest Fund; and The Trustee shall deposit the amount of $__________ in the Series 2022A Project Account of the Project Fund.
The Trustee may establish one or more temporary funds or accounts in its records to record and facilitate such deposits and transfers.
Establishment and Application of Series 2022A Project Account of the Project Fund. The Trustee shall establish and maintain an account within the Project Fund designated as the “Series 2022A Project Account.” The moneys in the Series 2022A Project Account shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit B to the Original Indenture. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date on which the City determines that amounts in the Series 2022A Project Account are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Series 2022A Project Account not needed for Series 2022A Project Account purposes, at the City’s sole discretion, either (a) to the Base Rental Payment Fund for application in accordance with Section 5.02 of the Original Indenture, or (b) to the City for use on eligible capital facilities, and the Series 2022A Project Account shall be closed.
REDEMPTION OF SERIES 2022A BONDS
Redemption of Series 2022A Bonds.
Extraordinary Redemption. The Series 2022A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of: (i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 of the Original Indenture, and (ii) eminent domain proceeds received pursuant to Section 7.01 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
Optional Redemption. The Series 2022A Bonds maturing on or after June 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after June 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 4.01 of the Second Amendment to Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption.
Mandatory Sinking Fund Redemption. The Series 2022A Bonds with a stated maturity on June 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each June 1 on and after June 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(June 1)
Principal
Amount
* Final Maturity.
In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative, which direction shall include a revised schedule of the remaining mandatory sinking fund payments.
MISCELLANEOUS
Survival of Original Indenture. Except as otherwise amended hereby, the Original Indenture shall remain in full force and effect.
Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Authority, the City and the Trustee hereby declare that they would have executed this Second Supplemental Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Series 2022A Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.
Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Series 2022A Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.
Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Execution in Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
Governing Law. This Second Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Authority and the City have caused this Second Supplemental Indenture to be signed in their respective names by their representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Second Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY By:
Executive Director
ATTEST:
Secretary
CITY OF SOUTH SAN FRANCISCO
By:
City Manager
ATTEST:
City Clerk
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
Authorized Officer
EXHIBIT A
FORM OF SERIES 2022A BOND
No. ____ $___________
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY (MULTIPLE CAPITAL PROJECTS AT ORANGE MEMORIAL PARK)
LEASE REVENUE BONDS, SERIES 2022A
INTEREST RATE
MATURITY DATE
DATED DATE
CUSIP
______%
June 1, 20__
___________, 2022
________
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _________________________ DOLLARS
The City of South San Francisco Public Facilities Financing Authority (the “Authority”), for value received, hereby promises to pay, solely from the Base Rental Payments (as hereinafter defined) and amounts in certain funds and accounts held under the Indenture (as hereinafter defined), to the Registered Owner identified above or registered assigns (the “Registered Owner”); on the Maturity Date identified above or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on June 1 and December 1 in each year, commencing December 1, 2022 (the “Interest Payment Dates”), until payment of such Principal Amount in full. This Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to November 15, 2022, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, interest on this Bond shall be payable from the date to which interest hereon has been paid in full, payable on each Interest Payment Date). The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the Office of the Trustee (as hereinafter defined). Interest hereon is payable by wire or check of The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner shown on the Registration Books at the close of business on the fifteenth calendar day of the month next preceding such Interest Payment Date; or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022A Bonds (as defined below) who have provided account information and wiring instructions satisfactory to the Trustee. “Office of the Trustee” means the principal corporate trust office of the Trustee in San Francisco, California, or such other office as may be specified to the Authority and the City of South San Francisco (the “City”) by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
This Bond is one of a series of a duly authorized issue of bonds issued for the purpose of financing the acquisition, construction and/or installation of new multi-use sports fields and a new aquatic center and related improvements, facilities and equipment and is one of the series of bonds designated “City of South San Francisco Public Facilities Financing Authority (Multiple Capital Projects at Orange Memorial Park) Lease Revenue Bonds, Series 2022A” (the “Series 2022A Bonds”) in the aggregate principal amount of $__________. The Series 2022A Bonds are issued pursuant to the Indenture, dated as of March 1, 2020, as supplemented by the First Supplemental Indenture dated as of June 1, 2021 and the Second Supplemental Indenture dated as of June 1, 2022 (as supplemented, the “Indenture”), each by and among the Authority, the City and the Trustee. This reference incorporates the Indenture herein and by acceptance hereof the owner of this Bond assents to said terms and conditions of the Indenture. The Series 2022A Bonds are secured by a lien on the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2020A Bonds and the Series 2021A Bonds. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”), may be issued by the Authority secured by a lien on the Base Rental Payments and certain funds and accounts described below on a parity with the lien securing the Series 2020A Bonds, the Series 2021A Bonds and the Series 2022A Bonds. The Series 2020A Bonds, the Series 2021A Bonds and the Series 2022A Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Marks-Roos Local Bond Pooling Act of 1985 (the “Act”) and the laws of the State of California.
Pursuant to the Indenture, the principal of and interest on the Bonds are payable solely from certain Base Rental Payments under and pursuant to that certain Lease Agreement, dated as of March 1, 2020, as supplemented and amended by the First Amendment to Lease Agreement, dated as of June 1, 2021, and the Second Amendment to Lease Agreement, dated as of June 1, 2022 (as supplemented and amended, the “Lease Agreement”), each by and between the City, as lessee, and the Authority, as lessor, all of which rights to receive such Base Rental Payments have been assigned without recourse by the Authority to the Trustee. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund established under the Indenture are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets.
The Series 2022A Bonds are authorized to be issued in the form of fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”).
The Series 2022A Bonds shall be subject to redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any: (i) Net Insurance Proceeds received with respect to all or a portion of the property leased under the Lease Agreement, to the extent such moneys are not used by the City for repair or replacement purposes as permitted by the Indenture, remaining after payment therefrom of all reasonable expenses incurred in the collection thereof and (ii) eminent domain proceeds received under the Lease Agreement, that have been deposited by the Trustee in the Redemption Fund established under the Indenture, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Series 2022A Bonds maturing on or after June 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after June 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2022A Bonds to be redeemed, plus accrued interest thereon to the date of redemption.
The Series 2022A Bonds with a stated maturity on June 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each June 1 on and after June 1, 20__, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
Redemption Date
(June 1)
Principal
Amount
* Final Maturity.
Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Series 2022A Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Series 2022A Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Series 2022A Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Series 2022A Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee.
Neither failure to receive any such notice so given, nor any defect therein, shall affect the validity of the proceedings for the redemption of such Series 2022A Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. The Redemption Price of the Series 2022A Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Office of the Trustee. From and after the date fixed for redemption of any Series 2022A Bonds, interest on such Series 2022A Bonds will cease to accrue and become payable.
Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Series 2022A Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount and maturity of fully registered Series 2022A Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Series 2022A Bond or Series 2022A Bonds, in Authorized Denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Authority, the City and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority, the City, the owners of the Bonds and the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the fixed maturity of any Bonds, or reduce the principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the owner of each Bond so affected, or, (b) reduce the percentage of Bonds the consent of the owners of which is required to effect any such amendment or modification, or (c) permit the creation of any lien on the Base Rental Payments and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture or deprive the owners of the Bonds of the lien created by the Indenture on such the Base Rental Payments and such other assets (except as expressly provided in the Indenture), without the consent of the owners of all Bonds then outstanding.
The Indenture contains provisions permitting the Authority to make provision for the payment of interest on, and the principal and premium, if any, of any of the Bond so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture.
All obligations of the Authority under the Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor under the Indenture; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.
IN WITNESS WHEREOF, the Authority has caused this Bond to be signed in its name and on its behalf by the facsimile signatures of its Chair and Secretary, all as of the Dated Date identified above.
CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY By:
Chair
Attest:
Secretary
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2022A Bonds described in the within-mentioned Indenture and registered on the Registration Books.
Date: _______________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
Authorized Signatory
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.
Secretary of the City of South San Francisco Public Facilities Financing Authority [FORM OF ASSIGNMENT]
For value, received the undersigned hereby sells, assigns and transfers unto ____________________________________________ whose address and social security or other tax identifying number is ______________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.
Dated: ____________________
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an eligible guarantor.
Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within pond in every particular without alteration or enlargement or any change whatsoever.
EXHIBIT B
DESCRIPTION OF 2022A PROJECT
A-1-1
4883-1784-8090v5/200855-0008
B-1
4883-1784-8090v5/200855-0008
4883-1784-8090v5/200855-0008
4883-1784-8090v5/200855-0008
ii
4883-1784-8090v5/200855-0008
i
4883-1784-8090v5/200855-0008
7 4883-1784-8090v5/200855-0008
4883-1784-8090v5/200855-0008
S-1
4883-1784-8090v5/200855-0008
A-6
4883-1784-8090v5/200855-0008
Stradling Yocca Carlson & Rauth
Draft of 5/5/22
TABLE OF CONTENTS (Continued)
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