HomeMy WebLinkAboutAgenda Report - April 27, 2004 D-01 SMAGENDAITEM.
C ..-.
COU . NCIL COMMUNICATION
AGENDA TITLE, Adapt Resolution Approving Forms of ars Installment Purchase Contract and
a Trust Agreement Relating t Wastewater System Revenue Certificates of
Participation, 2004 Series A; and Approving and Authorizing Certain Other
Matters Relating Thereto
MEETING DATE. April 27, 2004
PREPARED BY. Public Warks Director
ctor
RECOMMENDED ACTION: That the Lodi Public Improvement Corporation adopt the attached
resolution approving forms of an Installment Purchase Contract and
a Trust Agreement relating to Wastewater System Revenue
Certificates of'Participation, 2004 Series A; and approving and authorizing certain other matters relating
thretoe
BACKGROUND INFORMATION: The attached financing documents for the White Slough project are
the result of numerous meetings with our financial advisor, the
underwriter and legal counsels). A representative from our advisor,
Public Financial Management, Inc., will be available at the meeting
to answer questions.
Appmval ()f the financing requires the prior adoption of,the proposed rate increases being considered at
I
his same meeting.
The attached resolution concerns approvai, execution and delivery of the COP documents listed below:
1, installment Purchase Contract
2. Trust, Agreement
FUNDING: Wastewater Fund
RC rrI ,fi
AltadrneWs
M
dicky cARe, F=inance Director
Rid and C. Prima, Jr.
Public Works Director
xori Flynn, City Manager
4QI/2004�
O.H&S
Draft of April 16, 2004
INSTALLMENT PURCHASE AGREEMENT
by and between
(11TY OF LOM
and
LORI PUBLIC IMPROVEMENT CORPORATION
Dated as o C May 1, 2004
relating to
CITY OF LORI
WASTEWATER SYSTEM REVENUE
CERTIFICATES OF' PARTICIPATION
2004 SERIES A
!A)(.'�� LA E4i,4 100 5
'1044)0-8 EK,
Table ol'Contents
Pie
AR'l
ICLF I DEFINITIONS....
... .......
3
Section I . 1,
Definitions........ ..._ .........
3
AR I-
i Cl -IF, H REPRESENTATIONS
AND WARRANTIES.........._ . .......
8
Section 1,
Representations by the City .......... ............ ........ .......
8
.Section 2.2,
Representations and Warranties by the Corporation
...... 8
AR I
tCLE H!-
ACQUISITION 01, THE PROJECT
9
Section 3.1,
Sale and Purchase ot'Pro'
I ect. ................_..................,,...,..........._...9
Section 3,2,
.......... .......
9
ART1CLJ-,'
TV
I INSTALLMENT
PAYMENTS. .... ........ ............
9
Section 4. 1.
Purchase Pricc.—....... .... -- ..............
9
Section 4.2.
Installment Payments and Additional Payments.—I., ....... I— ......
9
ARV
SEICURITY
- ...... .... - .................. .................. ...... .......
10
Section 5.1.
Pledge of'System Net Revenues....._. .— ...
10
Section 5.2.
Allocation of'Syslem RcVCoUeS.... ...... --- ...... ......
I I
Section 5.3.
Additional Parity Debt._.._ .- ... .. ... .. .. . .. .........
13
Section 5.4,
Rate Stabilization Fund._ .... ....... . ........... ..... .. . ... .......
14
ARTICLE
vi COVENANTS
OF THE CITY .... ........ ..
14
Section 0. 1 .
Punctual Payment....,....._ ...... - ... .... ... — ..... . ........... ........
14
Section 6.2.
Legal Existence...,, ... .. ........ ........... ..... -- ...... .........
14
Section 63.
Against Encumbrances ........ ....... .... .. .... — ...... --- .........
...... 14
Section 6.4-
Against Sale or Other Disposition ol'the System ............ -- .... ....
-- 14
Section 0.5.
Maintenance and Operation of'Systen' ..............
... -- 15
Section 6.6.
Insurance ..... --- ............. ....... - - ............... — .... - .. ..... ---- .......
15
Section 0.7.
Eminent Domain Proceeds ..................................... -- ...... — — .....
- .... 16
Section 6.8.
AmOLHAS of Rates, Fees and Charges ......................
16
Sl"Choll 6.9.
Enforcement of and Performance Under Contracts..--. ._........
17
Section 6.1
Collection ol'Char _gcs, Fees and Rates . ....... . .........
17
SC,G1 ion O. 11,
No free Service ---- ..... ... - ....... ....... ....... — ......
17
Section 6A-1
Prompt Acquisition and Construction of the Project ... ....... .............
!7
Section 6.13,
Payment ol'Claims .......
I's
`;cellon 0.14.
Books of'Record and Accounts: Financial Statements ...........
.... 18
Section 6.15.
Payment of Taxes and Other Charges and Compliance with
Govemmental Regulations ..................._.,..............._...........„...._......Is
Scc! ion G.16.
11
I ax Covenants and Matters ......... - .......... ........... .........
..... 19
Section 6.17.
Rebate Fund .,, .--- ....... — ...... --- ........... ... — ......... ........
19
sc-tion O. I 8.
Continuing Disclosure..... ........ - ..... . - -
20
Scc! ioll 6, 1>.
Further Assurances ... - ......... ... .... . ...... - -
20
scchon 0,20.
Rcimbuisclulem of-CC1.1ificatc Insurer and Other Provisions
Relating to the Certificate Insurer..............................._......._.......,....20
ARTIC1,11:
Vill PREPAYMENT
OF INSTALLMENT PAYMENTS .................._..........21
Section 7. L
Prepayment ................................... — ................. — ........
21
ARTICLE,
Vill EVENTS
OF DEFAULT AND REMEDIES OF THE
CORPORATION----
...... ............ ............... --- .... ........ -- .......... .......
. 22
DOCI ,, 1 41,4 J 00 1
40490 8 1 A
Table of Contents
(continued)
Pa&e
Section 81,
.Events of Default and Acceleration of Maturities ....... ................. .....
22
Section 8.2.
Application ofFunds Upon Acceleration .......... ....... ........................
23
Section 8.1.
Other Remedies of the Corporation ...................... .._............. .........
.. 23
Section8.4.
Non-Waiver............._.......,...........,._..................................................24
Section 8S.
Remedies Not ExclUsive...................
2
Section8.6.
Notices... ................._.....,.............. .... ........ ................... ......................
24
ARTICLE IX DISCHARGE,
OF OBLIGATIONS ............................ . ................_............
24
Section 9. I .
Discharge of Installment Payments . ...... .............. ............................,.
25
Section 9.2.
Accounting and Discharge, Instrunrents........ ........... ........_............,..25
ARIICLEX NUSCELLANEOUS
.....................................................................................25
Section 10.1.
Liability of City Limited to System Revenues ... ............... ................25
Section 10.2.
Successor Is Deemed Included in all References to Predecessor .....
.2.5
Section 10.3.
Waiver of Personal Liability_..................._...,....._.............._.............25
Section ! 0,4.
Article and Section Headings, Gender and References ..._.......... .....26
Scction 10.5.
Partial Invalidity ....._.--- ......... ..............................................__......26
Section 1(.6.
Assignment.,,..._........,_.............................__................_.___...........26
Section 10} 7i
Net Contract.........................................._._...,............,..,......,......_....,
26
Section 10.8.
Ca(iloriiiaLa-,v—................ ...--- ............. ...... ............. ......_...._........26
section 10,1).
Effective Date ..... .......................... ....... ........... ..................__.............
26
Section 10.10.
Execution in CQUnterparts .....................
Section 10.11.
Indemnification ofCorporation.........................................................26
Section 10.12.
Amendments.... ...... ..._.............. ---- ....... ........ ........... ..... .................
28
FX1IIBIT A - DESCRIPTION
OF THE PROJECT... ..... -- ........ --- ........... ......... ....
A-1
EXHIBIT B - PRINCIPAL
COMPONENTS OF INSTALLMENT PAYMENTS ................
B -I
EXHIBIT C - SCHEDULE
OF INSTALLMENT PAYMENTS .. .................. ................_...
C -I
0490-9 t lc
INSTAI.I: ME;NT PURCHASE: AGREEMENT
1n , INSTALMENT PURCHASE AGREEMENT, made and entered into as of May 1,
2004, h% and between the CITY OF LODI, a municipal corporation duly organized and existing
under and by virtue of the laws of the State of California (the "City"), and the LOBI PUBLIC
IMPROV EME;NT CORPOR4TION_ a nonprofit, public benefit corporation duly organized and
cxi.ting under and by virtue of the laws of the State of California (the "Corporation").
WIT;VESSETH:
i1 HERLAS, the City has established the System (capitalized terms used herein and not
otherxise defined shall have the meanings given such terms pursuant to Section I.I) to provide
for the collection, treatment and disposal of wastewater; and
WHEREAS, the City proposes to make certain additions, betterments, extensions,
replacements and improvements to its System constituting the Project and more fully described
in Exhibit A hereto; and
WHEREAS, the Corporation is authorized to enter into contracts for the acquisition and
sale of ftcilrties such as the Project, and
WHEREAS, the Corporation has agreed to assist the City by acquiring or causing the
acquisition of the Project as herein provided and selling the Project to the City on the terms and
conditions set forth herein; and
'NHE,'REAS, the City and the Corporation have duly authorized the execution of this
Agreement;
WHEREAS, the Corporation will assign certain of its rights hereunder, including its right
to receive installment Payments, to Union Sank of California, N.A., as Trustee under the Trust
Agreement; and
WHEREAS, pursuant to the Trust Agreement, the Trustee is to execute and deliver City
of l.,odi Wastew;itcr System Revenue Certificates of Participation, 2004 Series A, evidencing the
proporttonate interests of the Owners thereof in the Installment Payments; and
WHEREAS, the proceeds of the sale of the Certificates are to be applied, among other
things, to finance the Costs of the Project, and
\l HI1REAS, all acts, conditions and things required by law to exist, to have happened
and to have been perforrned precedent to and in connection with the execution and delivery of
this installment Purchase Agreement do exist, have happened and have been performed in
rcLn lar and duc tune, form and manner as required by taw, and the parties hereto are now duly
artthorired fo execute and enter into this Installment Purchase Agreement;
DOS's 1_;7 C464 -I Of)
NOW. HIEREFORF„ IN CONSIDERAITION OF T1{ESE PREMISES AND OF THE
;411 'I l'AI. AGREEM N't-S AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VAI,I'ABLY CONSIDERATION, '['HE PARTIES HERETO DO HEREBY AGREE AS
ARIICLE t
DEFINITIONS
Section l .l. Definitions. Unless the context otherwise requires, the terms defined in
this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and
of any report or other document mentioned herein or therein have the meanings given such terms
in the Trust Agreement, such following definitions to be equally applicable to both the singular
and plural forms of any of the defined terms.
ARTICLE 11
REPRESENTATIONS AND WARRANTIES
Section 2, 1. Represer tations by the City_. The City represents, warrants and certifies as
follows:
(a) The City is a municipal corporation duly organized and existing under and
pursuant to the taws of -the State of California. The City has hill legal right, power and authority
to enter into this Agi earnent and carry out its obligations hereunder, to carry out and consummate
all transactions contemplated by this Agreement, and the City has complied with the provisions
of alt applicable taw in all matters relating to such transactions_ By proper action, the City has
duly authoti/ed the execution, delivery and due performance of this Agreement.
(b) Thu City will not take or permit any action to be taken which results in the interest
component ol' the Installment Payments being included in the gross income for purposes of
1`ederal income taxation or not being exempt from personal income taxes of the State of
California.
(C) The City has determined that it is necessary and proper for City uses and purposes
within the terms of all applicable law that the City finance the acquisition of the Project in the
manner provided for in this Agreement.
(d) All acts, conditions and things required by the Constitution and statutes of the
`4iate Co have been performed, to have happened and to exist precedent to and in connection with
he execution ;in(] delivery of this Agreement, have been performed, have happened and do exist
in regular and duc lane, form and manner as required by law.
Section 2.2. Representations and warranties the Corporation. The Corporation
iepreseaus and warrants that the Corporation is a nonprofit, public benefit corporation duly
or,>anized and in good standing under the laws of the State of California, has full legal right,
power and authority to enter into this Agreement and to cavy out and consummate all
irx's I .; rV) s
V90 r
transactions contemplated by this Agreement and by proper action has duly authorized the
execution, delivery and due performance of this Agreement.
ARTTCL,E III
ACQUISITION OF THE PROJECT
Section I,]. Sale and Purchase of Project. to consideration for the Corporation's
r.a+stanec in financing the Project through the execution and delivery of this Agreement and the
Frust Agreement, the City agrees to act as the Corporation's agent for purposes of construction
and acqursition of the Praject. The City will proceed with the acquisition and construction of the
Project as provided in Section 0, 12, The Corporation will make the amounts on deposit in the
huprovcment Fund available to the City for this purpose, as provided in the Trust Agreement.
Ill consideration for the Installment Payments as set forth in Section 4.2, the Corporation
agrees to Sell, and hereby sells, to the City, and the City agrees to purchase, and hereby
purchases, from the Corporation, the Project at the Purchase Price specified in Section 4. t and
othcrvise in thee manner and in accordance with the provisions of this Agreement.
Section 3.2. Title. All right, title and interest in each eternent and component of the
Project shall vest nt the City immediately upon execution and delivery of this Agreement or, if
tater, the acquisition of any rights with respect to such element or component.
AR'T'ICLE IV
INSTALLMENT PAYMENTS
Section 4.1. Purchase Price.
al The Purchase Price to be paid by the City to the Corporation for the purchase of
the Project is the sure of the principal components of the Installment Payments set forth in
Exhibit 13 hereto plus the interest components of the hrstallment Payments which consist of the
sum of the interest to accrue on the unpaid balance of each such principal component at the
rntcrest rate set forth in Exhibit 13 hereto.
(b) The interest component of the Installment Payments shall accrue from the
Dclivet-v tate to the date of payment of the applicable principal component, including any
prepayn;ent thereof pursuant to Article VII. The interest component shall be computed on the
basis of a 360--dav year of twelve 30 -day months. The interest component of the Installment
Pavnwnts shalt be paid by the City as and constitute interest paid on the principal components of
the Installment Pavcnents.
Section 4,1 Fnstalhrrent Payments and_,Additional-Payments. The City shall, subject
the prov istons of Section 10.1 and to any rights of prepayment provided in Article VII, pay the
Corporation the Purchase Price in installment as follows: (i) each principal component of the
Instalimcm Payments is payable on the installment Payment Date preceding the due date for
such prirncipai component set forth in Exhibit E hereto in the amount specified for such due date
in Fxhiho B hereto: and (ii) the interest components of the Installment Payments shall be payable
DO, ,i.,>s n» 00 ;
qO-,)O 4
on the Iustallinent payment Date preceding each Interest Payment Date in the amount of accrued
interest on the unpaid balance of the principal components of the Installment Payments at the
respective, interest nates per annum set forth in Exhibit P hereto. Such interest shall be calculated
on the haws of a 360 -day year consisting of twelve 30- months. The schedule of the principal
and interest components as of the Delivery Date are set forth in Exhibit C hereto. The amounts
shown in hxhfhit C hereto shall automatically be adjusted to account for any prepayment of
installment p arymenis made by the City pursuant to Article VIl and any discharge of Installment
Pavatncills grursuant to Article IX.
aclt Installment Payment shall be paid to the Corporation in lawful money of the United
States of America. In the even! the City faits to malve any of the payments required to be made
by it under this SCCuOn, such payment shall continue as an obligation of the City until such
amount shall have been fully paid; and the City agrees to pay the same with interest accruing
!hereon at the highest rate of interest then applicable to the remaining unpaid principal
components of the Installment Payments.
Chc obligation of the City to make the Installment Payments is absolute and
uncondiltonal, and, until such time as the Purchase Price shall have been paid in full (or
provision for the payment thereof shall have been made pursuant to Article IX), the City will not
discontinue or suspend any Installment Payment required to be made by it under this Section,
v� hethei or not the System or any part thereof is operating or operable or has been completed, or
its use is suspended, interfered with, reduced (it- curtailed or terminated in whole or in part. This
Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely
net during tine term hereof the Installment payments and all other payments required hereunder,
and such paynncnts shall be net payments and shall not be subject to deduction, abatement
reduction or diminution, whether by offset or otherwise, and shall not be conditional upon the
Pei (brnnance or nonperformance by any party of any agreement for any cause whatsoever.
HI addition to the Installment Pa}anents, the City shall also pay such amounts
".ldditronai Payments") as shat( be required far the payment of all fees and administrative costs
of the Corporation and the Trustee under the Trost Agreement or otherwise relating to the
Certificates, including without limitation all expenses, compensation and indemnification of the
Corporation and the Trustee payable by the City hereunder and under the Trust Agreement, fees
,,f auditors. accountants, attorneys or engineers, and all other necessary administrative costs of
the Corporation or charges required to be paid by it to comply with the terms hereof of the
Certificales or of tine Trust Agrecment or to indemnify the Corporation and its employees,
officers and directors and the Trustee.
ARTICLE V
SECURITY
Section S.!. 1?led„f`_of_ S sy tem_ Net Revenues, All System Net Revenues and all
amounts cin deposit in the System Revenue Fund are, pursuant to the Pledge Law, hereby
irrevocably pledged to the payment of the Installment Payments as provided herein and shall not
be used for any other purpose until all Installment Payments have been fully paid or provision
has been made for such payment in accordance with Section 9.1; prowdcd that out of the System
D(;( Si."1 -06Ai0i) 4 _
4OJIX,-i i'i(. `5
Revenues and anio€znts on deposit in the System Revenue Fund, there may be apportioned such
sterns fiar such purposes as are expressly permitted herein. This pledge, together with the pledge
rr,' System Net Revenues and amounts in the System Revenue Fund securing all other Parity
Debt, shall. sublcct to application as permitted herein, constitute a first Lien on System Net
Revenues and amounts on deposit in the System Revenue Fund.
`vection 5?. Allocation of Syst�zn.Revenues. In order to carry out and effectuate the
fledge and lien contained herein, the City agrees and covenants that all System Revenues shall
be recur ed by the City in mist hereunder and, except for Net Proceeds, shall be deposited when
and as recetved in a special fund designated as the "System Revenue Fund", which fund the City
s herefolore established and which fund the City agrees and covenants to maintain and to hold
separate and apart from other funds until all installment Payments have been fully paid or
pito-kion has been made therefor in accordance with Section 4.1. To the extent the City has an
cvrsti.ag fnnd which satisfies the foregoing requirements, then such rand shall be deemed to be
the -Sysu ni Revenue Fund" and the City shall not be required to create a new fund. The City
may nunntain separate accounts within the System Revenue Fund. The amounts in the System
Revenue Fund shall be invested in Authorized Investments. Moneys in the System Revenue
i -.End shall be used and applied by the City as provided in this Agreement.
the City shall, from the moneys in the System Revenue Fund, pay all Operation and
RIainten ancc Costs (including amounts reasonably required to be set aside in contingency
reservCS for Operation and Maintenance Costs, the payment of which is not then immediately
required) as such Operation and Maintenance Costs become due and payable. Thereafter, all
iernami sg moire} s in the System Revenue Fund shall be set aside by the City at the following
nges 16r' the transfer to the following respective special funds in the following order of priority;
:and all nsonce s in cacti of such finds shall he held in trust and shall be applied, used and
sauhd!-WMI only for the purposes set forth in this Section and, as to funds held ander- the Trust
14greement, .lie I -rust Agreement,
(a) tntitahmgnt Payments. Not later than each Installment Payment Date, the City
shall, from the moneys in the System Revenue Fund, transfer to the Trustee the Installment
Payment due and payable on that Installment Payment Date. The City shalt also, from the
nnncys =n the System Revenue fund, transfer when due to the applicable trustee for deposit in
the restice ive. payment fund, without preference (it- priority, and in the event of any insufficiency
o F '-uch moneys ratably vithout any discrimination or preference, any Parity Obligation
Payments in acco,da ice with the provisions ofthe applicable Parity Obligations.
D) Resorve Fuad. On or before the first Business Day of each month, the City shall,
from the tcmaining moneys in the System Revenue Fund, without preference or priority, and in
the event of any insufficiency of such moneys ratably without any discrimination or preference,
transfer to the , rustee as provided in Section 3.04 of the Trust Agreement for deposit in the
Posen C, Fund in accordance with the Trust Agreement and to the applicable trustee for such
other deht service reserve Sands, if any, as may have been established in connection with Parity
Obligations that sum, if any, necessary to restore: (i) the Reserve Fund to an amount equal to the
Reserve Fund Requirement and otherwise replenish the Reserve Fund for any withdrawals
huclud€lag draws upon the Reserve Policy) to pay the Installment Payments due hereunder; and
(it') necessary to restore such other debt service reserve funds for Parity Obligations to an amount
ou� a =' .,« ,a s
Ori=or,..S 1 A 6
equal to fie amount required to be maintained therein; provided that payments to restore the
Reserve fund after a withdrawal may be made in monthly installments equal to 1/12 of the
Ls gregafe amount needed to restore the Reserve Fund to the Reserve Fund Requirement as of the
date o', the withdrawal. To the extent that draws on the Reserve Fund are from the Reserve
Policy Lis nennritied under file definition of Reserve Fund Requirement in the Trust Agreement,
transfers hereurnder to restore the Reserve Fund shall be made to reimburse the provider of the
Reserve 11olicv to tine extent the Reserve Policy is reinstated.
he City shall be obligated to make payments to the Certificate Insurer for draws on the
Rcseruc° Pohcy only to the extent of draws on the Reserve Fund relating to this Agreement.
Interest shall accrue and be payable on draws under the Reserve Policy and all related reasonable
expenses incurred by the Certificate Insurer from the date of payment by the Certificate Insurer
at the t. arc Payment Rate. "Late Payment Rate" means the lesser of (a) the greater of (i) the per
annum Rate ofinicrest, publicly announced from time to time by [JP Morgan Chase Bank (N.A.)]
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 c(Pective on the date such change is announced by [7P
Morgan Chase Bank (N.A.))] plus 3°/0. and (ii) the then applicable highest rate of interest on the
unpaid principal component of the Installment Payments and (b) the maximum rate permissible
under applicable usury, or similar laws limiting interest rates. The Late Payment Rate shall be
cornnpuled oir the basis of the actual number of days elapsed over a year of 360 days. In the event
[it, Morgan; Chase Bank (N.A.)l ceases to announce its Prime Rate publicly, Prime Rate shall be
the publicly announced prime or base lending rate of sueh national bank as the Certificate Insurer
,hatl specify, Repayment of draws and payment of expenses and accrued interest thereon at the
Late Payment Rate (collective!),, "Policy Costs") shall commence in the first month following
each dram, and each such monthly payment shall be in an amount at least equal to 1/12 of the
aggegate of Policy Costs related to such draw, (provided that the City may repay the Policy
Costs in fill; at alis time during this period).
11 the Ot-\ shall fail to pay any Policy Costs in accordance with the requirements set forth
above, the Certificate Insurer shall he entitled to exercise any and all legal and equitable
rcinci iec, available to it, including those provided hereunder and under the Trust Agreement
other than (i) acceleration of the maturity of the principal component of -the Installment Payments
or in) remedies which would adversely affect Owners of the Certificates.
For purposes of the additional Parity Debt test: in Section 5.3(c) and the rate covenant in
Section 6 8(b), Svstem Net Revenues shall provide at least one times coverage of' the Policy
Costs then due and owing in addition to the other coverage requirements therein.
(f) SujTjus. Moneys on deposit in the System Revenue Fund not necessary to make
an" of Life payments squired above in a Fiscal Year may be expended by the City at any time for
any purpose permitted by law, including but not limited to payments with respect to Subordinate
Obligations and deposits to the Rate Stabilization Fund.
Section 5 Additional Parity Debt, The City may at any time enter into or otherwise
incur Paniv Debt in addition to the obligations under this Agreement and the Parity Payment
Obligahons under the Prior Agreements; provided:
(a) Tire City shalt be in compliance with all agreements, conditions, covenants and
terms contained in this Agreement required to be observed or performed by it, and a Certificate
of the City to that effect shall have been filed with the Trustee (with the consent of the Certificate
Insurer this condition shall not apply where tine propose of the proposed Parity Debt is to cure
such non-comphance)-
(b) Anv debt service reserve fund established for such Parity Debt shall satisfy the
following criteria (r) such debt service reserve find shall be held by an independent trustee (who
may be other than the Trustec); (ii} the required amount of such debt service reserve fund shalt
not exceed fie lesser of the maximum annual debt service of such Parity Debt (calculated on the
hasis of a year ending on the principal payment date of such Parity Debt) or the maximum
amount pcnnritted under the Code, pror%ided that, if such Parity Debt is a loan from a
governmental agency, then a debt service reserve fund shall be established in the amount, if any,
required or permitted by such governmental agency; and (iii) the City shall not be required to
replenish withdrawals from such debt service reserve fund on terms less favorable to the City
than the Cerins for repienishing the Reserve Fund pursuant to Section 5.2(b).
ic) The System Net Revenues for the last completed Fiscal Year or any 12
consecutive months within the last iS months preceding the date of entry into or incurrence of
such Parity Debt, as shown by a Certificate of the City on file with the Trustee, plus an
aljos\ancc err increased System Net Revenues arising from any increase in the rates, fees and
charges of the System which was duty adopted by the City Council of the City prior to the date
of the :ntry into or incurrence of such Parity Debt but which, during all or any part of such 12
month period, was not in effect, in an amount equal to the amount by which the System Net
Rtvenucs worEld have been increased if such increase in rates, fees and charges had been in
cl €ect during the: whole of such 12 month period, as shown by a Certificate of the City on file
siith the hruslce, shall have produced a sum equal to at least 110 percent of the Maximum
Annual Debt Service as calculated after the entry into or incurrence of such Parity Debt;
providc"l, that in the event that all or a portion of such Parity Debt is to be issued for the purpose
of refunding and retiring any Parity Debt then outstanding, interest and principal payments on
the Pariah Debt to be so refunded and retired from the proceeds of such Parity Debt being issued
,hall be excluded from the foregoing computation of Maximurn Annual Debt Service; provided
Jtrrfher, flint the City may at any time enter into or incur Parity Debt without compliance with the
foregoing conditions !f the Annual Debt Service for each Fiscal Year during which such Parity
Debt is outstanding will not be increased by reason of the entry into or incurrence of such Parity
Dcbt; and proi if/cd /icr, cher, an adjustment shall be made in the amount of System Net Revenues
as provided ;n Section 514. "the provisions of this subsection are subject to the requirements of
:he fourth paragraph of Section
Nothing contained in this Section shall limit the issuance of any revenue bonds, notes or
other evidences of indeMcciness or the entry into any installment purchase agreement: by the City
payable from the System Net Revenues and secured by a lien and charge on the System Net
Rc',ienues if, after the issuance of such revenue bonds or entry into such installment purchase
4�11114i-S PA
ayeemcrit, all of the installment Payments shall have been fully paid or provision has been made
theiclor in accordance with Section 9.1. Furthermore, nothing contained in this Section shall
limit the issuance of incurrence of any Subordinate Obligations.
Section 5.4. Rate Stabilization Fund. The City has heretofore established a special
fund known as the Rata Stab
ih atton Fund" which shall be held and maintained by the City
until all Installment Payments have been fully paid or provision has been made therefor in
accordance. with Section 9.1. fkte City may, subject to the provisions of Section 5.2, during or
rtiithin 210 days after a Fiscal Year, transfer surplus System Net Revenues attributable to such
Fiscal Year ton the basis oh (icnerally Accepted Accounting Principles') from the System
Revenue Fund to the Rate Stabilization Fund, The City may at any time transfer moneys from
the Rate Stabilization Fund to the System Revenue Fund. Notwithstanding anything to the
contrarz provided herein, System Net Revenues deposited into the Rate Stabilization Fund shall
not be taken into account as System Revenues for the Fiscal Year to which such deposited
Svstcm Net Revenues are attributable for purposes of the calculations in Sections 5.3 and 6.8(b)
and a rousts withdrawn from the Rate Stabilization Fund and deposited into the System Revenue
Fund may be taken into account as System Revenues for purposes of the calculations required
ander Sections 5_" and 6 8(b) for the Fiscal Year in which such deposit is made; provided that,
for purposes of tic, calculation required under Section 6.8(b), the amount of System Net
Rcvenuc, before any credits for transfers Toni the Rate Stabilization Fund to the System
Revenue Fund anay not be less than I d04% of Annual Debt Service for such Fiscal Year. 'File
amounts in She Rate Stabilization Fund shall be invested in the Authorized Investments,
ARTICLE VI
COVENANTS OF THE CITY
Sechon 6.1 Punctual Payment- The City will punctually pay the Installment Payments
in strict conformity with the ternxs hereof and will faithfully satisfy, observe and perform all
ag-recntents, conditions, covenants and terms hereof.
`rection 62. Leat Existpnca. The City will use all means legally available to maintain
its existence.
Section 6.3. Aganist Encumbrances, The City will not mortgage or otherwise
encumber, pledge or place any charge or lien upon System Revenues. The City will not
mortgabe; or otherwisec encu nber, pledge or place any lien or charge upon any of the System Net
Revemes on a parity with the pledge seeming the payment of the Installment Payments except
for Parity Obligations as provided herein. The City will not issue or incur any obligations
secured hG System Net Revenues senior to the Parity Debt. The City may at any tune issue any
Subordhtate Obligations.
Section 6.4. Against Sale of Other Disposition of the S,�s�n. The City will not sell or
otheaivise, dispose of the System of any part thereof essential to the proper operation of the
S; stent or to the maintenance of the Svstem Net Revenues, unless the Installment Payments have
been f111v paid or provision has been made therefor ill accordance with Section 9.1. The City
will not enter into anv lease or agreement which impairs the operation of the System or any part
DOt-s _',1>t64!00
thereof nccessary to secure adequate System Net Revenues for the payment of the Parity Debt, or
which would otherwise impair the rights of the Owners with respect to the System Net Revenues
or the operation of the System.
`lection 6.5. Maintenance and Oricration of System. The City will nzafartairi and
presciv: the Sysicm in good repair and working order at all times and will operate the System in
an efficient and economical manner.
Section 6.6. Insurance.
(a) To tl'te extent such insurance is available for reasonable premiums from a
reputable insurance company, the City will procure and maintain at all times insurance on the
System rt ainsl such risks (including accident to or destruction of the System) and in such
amounts as are usually insured in connection with operations in California similar to the System;
provia.M, that such insurance coverage may be, satisfied under a self-insurance program which is
actuariafiv sound.
(b) The City shall procure and maintain or cause to be procured and maintained
public liability insurance covering claims against the City (including its city council, officers and
employees) for bodily injury or death, or damage to property occasioned by reason of the City's
operations. including any use of the System, and such insurance shall afford protection in such
as'iount, as are usually covered in connection with operations m California similar to the System;
parr idol, that such insurance coverage may be satisfied Linder a self insurance program which is
actuarially sound.
(c) The provisions of this subsection (c) are subject to the requirements of the Prior
lgrecilwnts with respect to the application of Net Proceeds consisting of insurance payments. If
al( or am, part of the System shall be damaged or destroyed, the Net Proceeds realized by the
City as a result thereof shall be deposited by the City with the Trustee in a special fund which the
Trustee shall establish as needed in trust and applied by the City to the cost of acquiring and
Coll strtrcting ropairs, replacements, additions, betterments, extensions or improvements to the
S}stenr if (A) the City first secures and files with the Trustee a Certificate of the City showing
(r} the ions Hl annual System Revenues, if any, suffered, or to be suffered, by the City by reason
or such dI unage or destruction, (if) a general description of the repairs, replacements, additions,
betterinents, extensions or improvements to the System then proposed to be acquired and
aonslrucicd by the (ity from such proceeds, and (iii) an estimate of the System Revenues to be
dcrived, Alcr the completions of such repairs, replacements, additions, betterments, extensions or
tirrurmen-mils, and (l3) the 1 rustce has been furnished a Certificate of the City, certifying that
the Systeur 12cvenues after- such repair, replacement, addition, betterment, extension or
improv oment of the System will sufficiently offset on a timely basis the loss of System Revenues
resubim, from such damage or destruction so that the ability of the City to pay all Parity Debt
when dile will not be substantially impaired, and such Certificate of the City shall be final and
conclusive, and any balance of such proceeds not required by the City for such purpose shall be
deposited in the System Revenue Fund and applied as provided in Section 5.2; provided, that if
the foregoing conditions are not met, then such proceeds shall be deposited with the Trustee and
applied to make installment Payments and Parity Obligation Payments as they shall become due
ratably �rflhout any discrimination or preference; provided further that the foregoing procedures
N 11 7! , I i", 00S
ar )0_u, ; ;;: 10
f'or the application, of Not Proceeds consisting of insurance payments shall be subject to any
snnilar provisions for Parity Debt on a pro rata basis.
I f such damage or destruction has had no effect, or at most an immaterial effect, upon the
Sv sten) Revenues and the security of the Parity Debt, and a Certificate of the City to such effect
has been tiled w)th the Trustee, tile,' the City shall forthwith deposit such proceeds in the System
Revenue Fund, to hu applied as provided in Section 5.2.
`;cohort b. 77 Eunirzent Domain Proceeds. The provision of this Section are subject to
the tcquncments of the Pnor lgreamcnts witlx respect to the application of the Net Proceeds
consisting of awards under eminent domain proceedings. If all or any pail of the System shall be
taken by eminent domain proceedings, the Net Proceeds realized by the City therefrom shall be
deposited by the City with the 'Trustee in a special fund which the Trustee shall establish as
needed in trust and applied by the City to the cost of acquiring and constructing additions,
betterments, extensions or improvements to the System if (A) the City first secures and fries with
[lie Trustee a Certificate of the City showing (i) the loss in annual System Revenues, if any,
suffered, or to be suffered, by in
the City by reason of such ctuent domain proceedings, (ii) a
general description of the additions, betterments, extensions or improvements to the System then
Proposed to be acquired and constructed by the City from such proceeds, and (iii) an estimate of
the additional Sjsten; Revenues to be derived from such additions, betterments, extensions oar-
iniprovcnwnis; and (B) the Trustee has been Furnished a Certificate of the City, certifying that
such addnional System Revenues will sufficiently offset on a timely basis the loss of System
R venni s resulting from such eminent domain proceedings so that the ability of the City to pay
all Parity Debt ulien due will not be substantially impaired, and such Certificate of the City shall
be fora, and conclusive, and any balance of such proceeds not required by the City for such
lmrpose shall be deposited in the System revenue Fund and applied as provided in Section 5.2,
providIcd. that if the foregoing conditions are not met, then such proceeds shall he deposited with
the 1-rustce and applied to make Installment Payments and Parity Obligation Payments as they
shall becr>rne oftic ratably without any discrimination or preference; protiided further that the
mlcgoin,r procedures fol the application of' 'Net Proceeds consisting of awards under eminent
domain proceedings shall be subject to any similar provisions for Parity Debt on a pro rata basis.
If such ennrient domain proceedings have had no effect, or at most an immaterial effect,
upon th - System Revenues and the security of the Parity Debt, and a Certificate of the City to
Such effect has been filed with the Trustee, then the City shall forthwith deposit such proceeds in
the System Revenue Fund, to be applied its provided in Section 5.2.
Section 6.8. ;Amounts o£Rates Fees and Char es.
(a; Thc City will, at all times until all installment Payments have been fully paid or
noIvtsiols 11 as been made therefor in accordance with Section 9. 1, fix, prescribe and collect rates,
Ices and .charges and manage the operation of the System for each Fiscal Year so as to yield
System Revenues at least sufficient, after malting reasonable allowances for contingencies and
errors in the estimates, to pay the following amounts during such Fiscal Year:
(i) All current Operation and Maintenance Costs.
rx)<si;>; aaaI x;
(it) ]'Ile Installment Payments, all other Parity Obligation Payments and all
payments on Subordinate Obligations as they become due and payable.
(iii) All payments required for compliance with the terms of the Trust
Agreement and hereof, including restoration of the Reserve Fund to an amount equal to
the Rcserve Fluid Requirement.
(v j
All pa}mnents to meet any other obligations of the City which are charges,
dens or encumbrances upon, or payable from, the System Revenues.
lb) In addition to the requirements of the foregoing subsection (a) of this Section, the
(sty will at all Mmes until all Installment Payments have been fully paid or provision has been
made therefor in accordance with Section 9.1, to the maximum extent permitted by law, fix,
piescr€be and collect rates, fees and charges and manage the operation of the System for each
I fiscal Year so as to yield System Net Revenues during such Fiscal Year equal to at least 110%
per Celli oPthe Annual Debt Service in such Fiscal Year; provided, an adjustment shall be made
to the atnnaunt of'System Net Revenues as provided in Section 5.4.
'!'Ile ON may make or permit to be made adjustments from time to time in such rates,
Cees and charges and may make or permit to be made such classification thereof as it deers
nc CIessarN. but shall not reduce or permit to be reduced such rates, fees and charges below those
then in clfect unless the System Revenues from such reduced rates, fees and charges will at all
tunes be sufficient to meet the requirements of this Section.
Section 6.9, Enforcement of and performance under Contracts. The City shall enforce
all material provisions of any contracts to which it is a party, an assignee, successor in interest to
a party or third -party beneficiary, in any case where such contracts provide for material
Payments or services to be rendered to the System. Further. the City will comply with, keep,
ohserke and perforin all material agreements, conditions, covenants and terms, express or
nnpbed, required to be performed by it, contained in all contracts affecting or involving the
Svstern, to the extent that the City is a party thereto.
`rection G W. Co ection of Charges _Fees and Rates. The City will have in effect at all
times rules and regulations requiring each user of the System to pay the applicable charges, fees
and rates and providing for the billing thereof and for a due date and a delinquency date for each
bill. in 4ach case where such bill remains unpaid in whole or in part after it becomes delinquent,
the C;lv will enforce the collection procedures contained in such rules and regulations.
Section L 11. No Free ee Service. The Cit_v will not permit any part of the System or any
lacihlt 'hereof to be used or taken advantage of free of charge by any corporation, firm or
person, M by any public agency (including the State of California and any city, county, public
aLcucy, political subdivision, public corporation or agency or any thereof}, unless otherwise
i cquired by law or cxisting v ritten agrcernents.
Section 6 11 Prgmtnt Acciuigtion and Construction of the Proiect. From the moneys on
deposit m the lminovcment Fund and other moneys available therefor in the System Revenue
Fund, tine City will acquire and construct the Project with all practicable dispatch, and such
o,190 ,u t,.
acquisition and construction will be made us an expeditious manner and in conformity with the
law so as to complete the saute as soon as possible.
Section 6.13. Payment of Claims. The City will pay and discharge any and all lawfill
cl runs for lahor. materials or supplies which, if unpaid, might become a lien or charge upon the
System or upon the System Revenues or any part thereof, or upon any funds held by the Trustee,
M, which might impair the security of the Installment Payments, Provided that nothing herein
coatam d shall require the City to make any such payments so lon6 as the City in good faith
shall contest the v aliclu% of any such claims and such nonpayment will not materially adversely
affect true Pity's ability to perform its obligations hereunder.
Section 6.14. Boobs of Record and Accounts. rinancial Statements. The City will keep
proper books of record and accounts in which complete and correct entries shall be made of all
transacnons relating to the System, the System Revenue Fuld and all other accounts or funds
Cstablislred pursuant hereto, and upon request will provide information concerning such books of
record and aceaunts to the Trustee.
he City will prepare annually, not later than one hundred eighty (180) days ager the
close of each Fiscal Year, until all Installment Payments have been fully paid or provision has
been nsadc therefor in accordance with Section 9.1, an audited financial statement of the City
relating to the Systcm Revenue Fund and Lill other accounts or funds established pursuant hereto
for the preceding fiscal Year prepared by an Independent Certified Public Accountant, showing
the halances in each such account or fund as of the beginning of such Fiscal Year and alI deposits
in and Nvid drawals Cron each such account or fund during such f=iscal Year and the balances in
e.rch such account or fund as of the end of such Fiscal Year, which audited financial statement
shall include a statement as to the manner and extent to which the City has complied with the
provisions hereofas it relates to such accounts and funds. The City will furnish a copy of such
audited financial statement to the Trustee, the Certificate Insurer and to the Information Services
upon request, and will furnish such reasonable number of copies thereof to investment bailers,
securuv dealers and others interested in the Certificates.
Scchon 6. I5. Paent gl' TaxGs and Other Charues and C�omI liance with Governmental
Re ularons. The City wits pay and discharge all taxes, service changes, assessments and other
gove runeflual charges which may hereafter be lawfully imposed upon the System or any
properties owned by the City, or upon the System Revenues, when file same shalt become due;
P"O IOICd, that nothing herein contained shall require the City to make any such payments so long
as the City in good faith shall contest t:he validity of any such taxes, service charges, assessanents
or other governmental charges and such nonpayment will not materially adversely affect the
(7tv's ability to perform its obligations hereunder.
he ('it)/ will duly comply with all applicable state, federal and local statutes and all valid
regulaions and m uirements of any gover-rmental authority relative to the operation of the
S, stens rn any part thereof, hot the City shall not be required to comply with any regulations or
requirenucnts so Ion as the validity or application thereof shall be contested in good faith and
such noncompliance will not nsaterially adversely affect the City's ability to perform its
obligations hercunder,
DO( sl a »<,-a i oe
4014M.8 r;r 13
Section O.10, Tax Covenantsaid_y![atters.
(aI Gene -al. The City hereby covenants, for the benefit of the Corporation and the
owners and beneficial owners of the Certificates that, notwithstanding any other provisions of
h s rygreement, they shall not take any action, or fail to take any action, if any such action or
failure to take action would adversely affect the exclusion from gross income of interest
c� idenced and represented by the Certificates under- Section 103 of the Code. The City shall not,
directly of indirectly. use or permit the use of proceeds of the Certificates or any of the property
Iitranced with proceeds of the Certificates, or any portion thereof, by any person other than a
Dov; r, 1111ental unit (as such tern is used in Section 141 of the ('ode) in such manner or to stich
extent as V ould result: in the Toss of exclusion from gross income for federal income tax purposes
of inWrest e jdenced and represented by the Certificates.
(6) Athitrage,. The City shall not, directly or indirectly, use or permit the use of any
proceeds of any Certificates, or of any property financed thereby, or other funds of the City, or
take or omit to take any action, that would cause the Certificates to be "arbitrage bonds" within
the meaning of Section 148 of the Code. To that end, the City shall comply with all
r cquirements of Section 148 of the Code and all regulations of the United States Department of
the Treasury issued thereunder to the axtent such requirements are, at the time, in effect and
applicable to the Certificates,
(c) Federal Guarantee. The. City shall not make any use of the proceeds of the
f `er ifie"rtes or any other funds of the City, or take or omit to take any other action, that would
cruse the Certificates to be "federally guaranteed" within the meaning of Section 144(b) of the
Codc,
d) t_orntliance with Tax Certificate. In furtherance of the foregoing tax covenants
of this Section, the City covenants that it will comply with the provisions of the Tax Certificate,
:rhich is incorporated herein as if fully set forth herein. These covenants shall survive payment
u; full or defeasance of theCertifieates.
Section 6.17. Rebate Fund.
tat Blab isshruent. ptu-scant to the Trust Agreement, the Trustee will hold in the
Rebate Fund any amounts required to satisfy the requirement to make rebate payments to the
[ cited States pursuant to Section 148 of the Code and the Treasury Regulations promulgated
thereunder. Such amounts shall be governed by this Section, Section 6.16, Section 3.07 of the
l YIN Agreement and by the fax Certificate, unless and to the extent that the City delivers to the
'[rustee a favorabie Opinion of Bond Counsel with respect to any departure from such
requirements. All money at any time deposited in the Rebate Fund shall be held by the Trustee
in trust for payment to the United States Treasury.
(i) Ccutrttion of Rebate Amount, Within 55 days of the end of each fifth
Frond Year (as such term is defined in the Tax Certificate), and each Bond Year in which
fluids remain on deposit in the Improvement Fund relating to the City, the City shall
calculate or cause to be calculated the amount of "rebate amount," in accordance with
Section 148(t)(2) of the Code and Section 1.148-3 of the. Treasury Regulations (taking
_.00-t 14
into account any applicable exceptions with respect to the computation of the "rebate
amount", described, if applicable, in the 'Fax Certificate (e.g., the temporary investments
exceptions of Section 148(0(4)(A)('ii) or Section 148(f)(4)(B) of the Code, the
expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code or
Section 1.148-7(d) of the Treasury Regulations, the exception for certain "small
7ovcnumcntal issuers" as set forth in Section 148(f)(4)(D) of the Code, and taking into
account tit hether the c lection pursuant to Section 148(f)(4)(C)(vii) of the Code (the "t'/z%
"enatty") has been made)), for this purpose treating the last day of the applicable Bond
y c tr as a computation date, within the meaning of Section 1.148-1(b) of the Treasury
Regulations.
(ii) Transfer of Moneys, Within SS days of the end of each such fifth Bond
Year, [lie City shall deposit to the Rebate Fund from System Revenues as an Operation
and ,Maintenance Cost, if and to the extent required so that the balance in the Rebate
Final shall equal the "rebate amount" so calculated in accordance with this Section.
;b) t) luJretacies in the Rebate Fund. In the event that, prior to the time of any
Payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not
sutTicwrit [o make such payment when such payment is due, the City shall calculate or cause to
tic calculated the amount of such deficiency and deposit from System Revenues as an Operation
and Maintenance Cost, an amount equal to such deficiency prior- to the time such payment is due,
cj
Record Keeping. The City shall retain records of all determinations made
hereunder until six years after payment in full ofthe Installment Pavments,
(d) SurViVal of Defeasance. Notwithstanding anything in this Agreement to the
contrary, the obligation to comply with the requirements of this Section shall survive the
payment in full of the installment Payments or provision for such payment in accordance with
Section 1). i.
Section 6.18 (701111tmre. The City hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Agreement, failure of the City to comply with the
Cr7t tinrnng Disclosure Certificate shall not be considered an Agreement: Event of Default,
ho„cte.i, any participating Underwriter or any Owner or beneficial owner of the Certificates
may take such actions as described under the Continuing Disclosure Certificate to cause the City
io comply with its obligations under this Section.
Section 6.19. Further Assurances. The City will adopt, macre, execute and deliver any
anti all such further documents. instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance hereof.
Section 6.20. Reimbursement of'Certificate Insurer and Other rProvisions ean
Cctuieate CnSCller. PiRhe
(a) The City agrees to pay or reimburse the Certificate insurer any and all charges,
tees, costs and expenses which the Certificate Insurer may reasonably pay or incur in connection
with (i) the administration, enforcement, defense or preservation of any rights or security in
a
15
respect of this Agreement or the Trust Agreement, (it) the pursuit of any remedies under the
Trust Agreement or this Agreement or otherwise afforded by law or equity, (iii) the violation by
the City of any law, rale or regulation, or any judgment, order or decree applicable to it or (iv)
any litigation or other dispute in connection with the 'Trust Agreement or this Agreement or the
transactions contemplated thereby, other than amounts resulting from the failure of the
Colli`icale Insurer to honor its obligations under Certificate Insurance Policy; provided that the
`oregoing obligation shall be strictly limited to defaults with respect to the City. The Certificate
F
nsurer shall have the right to charge a reasonable fee as a condition to executing any
arrmendn,cnt, o aiver or consent proposed in respect of the Trust Agreement or this Agreement,
( b) The City will provide the Certificate Insurer with its annual budget within 30 days
of its adoption and its annual audited financial statements within 210 days after the end of the
itv"s Fiscal Year.
(c1) The City shall not enter into an interest rate swap agreement with respect to
payment obligations payable from System Revenues without the prior consent of the Certificate
Insurer,
ARTICLE VII
PREPAYMENT OF INSTALLMEN'r PAYMENTS
flection 7-1. Prep, ynleht. The City shall have the right at any time or f-om time to time
From an, available funds to prepay all or any part of the Installment Payments; provided that any
prepayment of a principal component of the Installment Payments to be applied to the
prepayment or defeasance of Certificates shall be in an amount sufficient to provide fol such
ptcpaynient or defeasance of Certificates in Authorized Denominations and otherwise in
accordance with the provisions of the Trust Agreement. The Corporation shatl accept such
piepaymc nts when the same are tendered by the City. All prepayments of histallment Payments
made by tine City pursuant to this Section shall be deposited upon receipt with the Trustee in the
appropriate account in the Debt Service Fund specified by the City. All amounts in the.
Prepayment ,Account shall be applied to the payment, prepayment or provision for the payment,
of {9utstanding Certificates to the manner and subject to the terms and conditions set forth in the
fr.;st Afreon,ant as directed ill a Certificate of the City.
Will' respect to prepayments of Installment Payments pursuant to this Section, the City
Shall doernnine which Installment Payments are to be prepaid, including the principal component
of the lnstailmew Payment due on each Installment Payment Date to be paid or prepaid with
such prcpaynnents. and, subject to the provisions of this Section, the date on which each such
prepay:nnent is to be made. Before malting any prepayment pursuant to this Section, the City
Shall ai w-itten notice to the Corporation specifying the date on which the prepayment will be
pard, .011C11 date shalt be not less than fifty (50) days from the date such notice is given;
psmided, that notwithstanding any such pt'epayment, the City shall not be relieved of its
obligations Im-cunder, including specifically its obligations under Article IV, until all Installment
Pa}mems shall have been fully paid or provision for payment thereof shall have been made
Pursuant to Section 9.1.
riot.yt -;s4 Wo
�, It` 16
RTICLE VIII
i A%L NTS OF DI FAVI_ f AND REMEDIES O>" "l l-lE CORPORATION
Section S r Events of Default and Acceleratian of Maturities. There shall be an
Atrreemew Event of Defauh if one or more of the following shall happen, that is to say --
(1) if dclault shall be made by the City in the due and punctual payment of
anv Installment Payment or any other Parity Debt when and as the same shall
become due and payable;
f�) if default shall be made by the City in the performance of any off lie other
a; reamenta or covenants required herein to be petfortned by it, and such default
Shall have continued Cor a period of thirty (30) days after the City shall have been
11
git en notice in vrtiting of such default by the Corporation or the Trustee; provided
that such default shall not constitute an Agreement Event of Default hereunder if
the City shall commence to cure such default within such thirty (30) day period
and thereafter diligently and in good faith shall proceed to cure such default
within a reasonable period of time;
(3) if the City shall file a petition or answer seeking arrangement or
reorganization under the federal bankruptcy laws or any other applicable law of
the United States of America or any state therein, or if a court of competent
jurisdiction shall approve a petition filed with or without the consent of the City
seeking arrangement or reorganization under the federal bankruptcy laws or any
other applicable law of the United States of America or any state therein, or if
under the provisions of any other law for the relief or aid of debtors any court of
competent jurisdiction shah assume custody or control oftlie City or of the whole
or any substantial part of its property; or
(4) if payment of the principal of any Parity Debt is accelerated in accordance
tx nh its terans:
I `icu, and it, each and every such case during the continuance of an Agreement Event of Default
specified in clauses (3) and (4) above, the Corporation shall, and for any other Agreement Event
of Default the Corporation may (and .at the direction of the Certificate Insurer, shall), by notice in
wrifin}t to the City, declare all unpaid principal components of the Installment Paynents and the
accrued interest thereon to be duo and payable immediately, and upon any such declaration the
same Shall become immediately due and payable; provided that any such declaration of
acceleration shall be subject to the prior written consent of the Certificate Insurer. This
subsection howeker, is subject to the condition that if, at any time after all unpaid principal
components of tit,- installment Payments and the accrued interest thereon shalt have been so
declared due and payable and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered, the City shall deposit with the Corporation a sum sufficient
to pay ,he unpaid principal components and interest components of the installment Payments
thea due and payable (other than the principal components of the Installment Payments and the
.uerned rnte=rest thereon due and payable solely by reason of such declaration), with interest on
oo(51 !> ea i 001
such mei-clue Installment Payments at the highest rate applicable to the remaining unpaid
Principal component of the Installment Payments, and the reasonable expenses of the
Corporation, the Trustee and the Certificate Insurer shall have been paid or provision deemed by
the Corporation, the Trustee or the Certificate Insurer, as applicable, to be adequate shall have
been it ada 111crefor, and any and at] other Agreement Events of Default shall have been made
gtaod or "itred to the satisfaction of the Corporation and the Certificate Insurer or provision
(ice"! ec! by file Corporation and the Certificate Insurer to be adequate shall have been made
111010101., then and ill every such case the Corporation and the Certificate Insurer, by written
notice ?o the City, may rescind and annul such declaration and its consequences; but no such
rescission artd annulment shall extend to or shall affect any subsequent default or shall impair or
.xhaust any right or power consequent thereon.
Section 8._2. Applic ation of Funds C goal .-eceleratioil. Upon the date of the declaration
of acceleration as provided in Section 8.1, all System Revenues thereafter received shall be
applied in the following order (subject to the applicable provisions of Prior Agreements) -
First, st, to the payment, without preference or priority, and in the event of any insufficiency
o! such System Revenues ratably without any discrimination or preference, of the fees, costs and
expenses of' tile Corporation and Trustee and the trustee for any other Parity Debt, if any, in
carrying out the provisions of this article, including reasonable compensation to accountants and
Cot€nsel and similar casts with respect to Parity Debt;
Second, to the payment ()!'Operation and Maintenance Costs,
hired, to the payment of all unpaid principal camponents of the Installment Payments and
tiic unpaid principat amount of all other Parity Debt and the accrued interest thereon, with
interest on the overdue installment Payments at the highest tate of interest applicable to the
unpaid pr sancipal components of the Installment Payments and, with respect to such other Parity
Debt, as required by the terms of such other Parity Debt; and
ourth, to the Certificate insurer, any amounts owed pursuant to Sections 5.2(b), 6.20 and
8.1. and to amounts due to any provider of credit enhancement for other Parity Debt.
Section 83, Other Remedies of the CoMoration. In addition to remedies elsewhere
provided in this 1f,Feement, upon the continuance of an Agreement Event of Default, the
Ca; porafion shall have the right with the written consent of the Certificate Insurer and shall at the
direction of the Certificate Insurer:
la) by mandamats or other action or proceeding or suit at law or in equity, to enforce
is rights against the City or any director, officer or employee thereof, and to compel the City or
MW such director, officer or employee to perform and carry out its or his duties under applicable
lana and the agrreements and covenants required to be performed by it or him contained herein;
b) by suit in equuty, to enjoin any acts or things which are unlawful or violate the
rights of the Corporation;
(c) by suit in equity, to require the City and its directors, officers and employees to
account as the trustee ofan express trust; or
aoaea�s t_,. 18
(d) by mandamus or other action or proceeding or suit at law or in equity, to pursue
any oilier remedy now or hereafter existing in law or in equity or by statute or otherwise to
enforce the performance of the City's obligations hereunder and to otherwise protect the
Corporation's rights and interests in connection with this Agreement.
Notwithstanding anything contained herein, the Corporation shall have no security
nturest it) or mortgage on the Projcct, the System or other facilities of the City or any other real
propert" of the Cly and no default hereunder shall result in the loss of the Project, the System or
other facilities of tlne City or anv other real property of the City.
Suction 8.4. 'Von waiver. Nothing in this article or in any other provision hereof shall
affect or impair the obligation of the City, which is absolute and unconditional, to pay the
Installment payments to the Corporation at the respective due dates from the System Net
Revenues, the System Revenue Fund and the other funds pledged for such payment, or shall
atlect or impair the right of the Corporation, which is also absolute and unconditional, to institute
suit to enforce such payment by virtue of the contract embodied herein,
A waiver of any default or breach of duty or contract by the Corporation shall not affect
auV subsequent default or breach of duty or contract or impair any rights or remedies on any such
subsequent default or breach of duty or contract. No delay or omission by the Corporation to
exercise any right or remedy accruing upon any default or breach of duty or contract shall impair
any such right or remedy or shall be construed to be a waiver of any such default or breach of
duty or contract or an acquiescence therein, and every right or remedy conferred upon the
Corpora£ton by applicable law or by this article may be enforced and exercised from time to time
and as often as shall be deemed expedient by the Corporation,
'
ifany action, proceeding or suit to enforce any right or exercise airy remedy is abandoned
or determined adversely to the Corporation, the City and the Corporation shall be restored to
their former positions, rights and remedies as if such action, proceeding or suit had not been
brought or taken.
Section 3.5 Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Corporation is intended to be exclusive of any other remedy, and each such remedy shall be
ruminative and shall be in addition to every other remedy given hereunder or now or hereafter
existing in law or in equity or by statute or otherwise and may be exercised without exhausting
Mid v3-i:huut regard to any other remedy conferred by any other law.
Scotian &6t Notices. Notwithstanding any other provision hereof, the Trustee shall
inimcc iately notify the Certificate Insurer if at any time there are insufficient moneys to make
arc installment Payments as required and immediately upon the occurrence of any Agreement
l crit of Default hereunder,
ARTICLE IX
DISCHARGE OF OBLIGATIONS
Section 9.1 1>isc at e of lnstalttnent Payrnents. The principal component of any
lnst<td]mtnt payment, and the interest eomponerit of the Installment Payments on such principal
oot."S I..; s? I of <
404 0-8 ,, i,. 19
component, shall be deemed paid and all obligations of the City with respect thereto shall cease
and M-1 <rnate (except for payn-rant frons deposited frurds and Defeasance Securities as provided
in Article IX of the Trust Agreement) when the Certificates evidencing an ownership interest in
such principal component of the Installment Payments and the interest thereon, have been paid or
deemed paid in accordance with the applicable provisions of Article IX of -the Trust Agreement.
Section 92. Accnrutinn am-DiscAfter the payment, or provision
for the payment as provided in Section 9,1, of all Installment Payments and prepayment
prem urns, if am. and payment in bill of all fees and expenses of the Corporation and the
h-USICC. the Corporation, upon request of the City, shall cause an accounting for such period or
periods as may be requested by the City to be prepared and filed with the City and the
C orporation shall execute and deliver to the City all such instruments as may be necessary or
desh-alble to evidence such total discharge and satisfaction of this Agreement,
ARTICLE X
MISCELLANEOUS
Section W 1, Liability of CityLitnited to System Revozues. Notwithstanding anything
Contained herein, the City shall not be required to advance any moneys derived from any source
of income other than the Systetn Revenues, the System Revenue Fund and the other funds
provided herein for the payment of the Installment Payments or for the performance of any
agreerrrents or covenants required to he performed by it contained herein, The City may,
howcvet advancc. moneys for any such purpose so long as such moneys are derived from a
soturc 1 gully available for such purpose and may be legally used by the City for such purpose.
1 he obligation of the City to matte the Installment Payments and any other payments
heiQlmder is a special obligation of the City payable solely from the System Net Revenues, and
does not constitute a debt of Inc City or of the State of California or of any political subdivision
thereol'm contravention ofany constitutional or statutory debt limitation or restriction.
Section 10 Sneeessor Is Deemed Included_ ill all References to Predecessor.
W -hence er either the City or the Corporation is named or referred to herein, such reference shall
be deemed to include the successor to the powers, duties and tlurctions that are presently vested
the City or the Corporation, and all assignees of the City or the Corporation permitted
hereunder. All agreements and covenants required hereby to be performed by or on behalf of the
City or the Corporation shall bind and inure to the benefit of the respective successors and
assigns thereof' \\ hether so expressed or not,
SWIM 10 3. Waiver of Personal Liability No director, officer or employee of the City
shall be individually or personally liable for the payrnent of the Installment Payments or be
suu,ect to any personal liability by reason of the execution of this Agreement or the execution
and dehl eel of the. Corti fiGates
.
Section, lata Article and Section Hca din gssCxelier and Reference. The headings or
titles ot'tit,. several articles and sections hereof and the table of contents appended hereto shall be
;olety for convenience of reference and shall not affect the meaning construction or effect
D'�t tiLt}1 -164 1UO.i
hereof, and words of any gender shall be deemed and construed to include all genders. All
c
referenes 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' and other words of similar import refer to this
Agreement as a whole and not to any particular article, section, subdivision or clause hereof
Section 1 .5. Partiallv_1df. If my one or more of the agreements or covenants or
portions [hereof required hereby to be performed by or on the part of the City or the Corporation
shall tic contrary io law, then such agreement or agreements, such covenant or covenants or such
portions thereof' shall be and and void and shall be deemed separable fiom the remaining
rgreen,cirts and covenants or portions thereof and shall in no way affect the validity hereof. The
City and the Corporation herebv declare that they would have executed this Agreement, and each
and c"Cr", other article, section, paragraph, subdivision, sentence, clause and phrase hereof,
ttfcspccto,c of the fact that any one or more articles, sections, paragraphs, subdivisions,
scnteraeC, clauses or phrases hereof or the application thereof to any person or circumstance may
be held to tic tmconstitutionai, unenforceabic or invalid.
`lection 10.6. Assunment. The, City may not assign this Agreement or any of its
obligations hercurider without the prior consent of the Corporation and any such assignment
t+rthout such consent shall be null and void. The City acknowledges and agrees that the
Insta€]matt Payments, and certain of the Corporation's rights under this Agreement will be
assigned 'o the Trustee and pledged under the Trust Agreement to the payment of the
t `el i]ie at Gs- l'he C `itv eonscnts to such 2SS1 p ment.
Section 10.7 California Law. ]TIE INSTALLMENT PURCHASE AGREEMENT
SI]AIJ 13I CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF
IIIE. S"i1i F OF CALIFORNIA'WITH RESPECT TO CONTRACTS ENTERED INTO AND
? O RE PERFORMED IN CALIFORNIA,.
Section 10 8. EflfectiveDate. This Agreement shall become effective upon its execution
and debt cry, and shall tenninate when the provisions of Section 9.2 have been satisfied,
Section 10.9. Fxecutton inConnie
r rarts. This Agreement may be executed in several
counterparts, each ofwhich shall be deemed an original, and all of which shall constitute but one
Mid f:he same instrument.
sc,ctwn llr.ld, Indemnification of Corvoratson. To the fullest extent permitted by law,
the Citt jgroes tr indemnify, hold harmless and defend the Corporation and the Trustee, and
each of their respective officers, governing board members, directors, officials, employees,
attornevs and agents (collectively, the "Indemnified Parties"), against any and all losses,
f ant r )-cs. claims, actions, liabilities, costs and expenses of any conceivable nature, kind or
character (ntcludmg, without limitation, reasonable attorneys' fees, litigation and court costs,
anutur!ts paid in settlement and amounts paid to discharge judgments) to which the indemnified
Parties, or anti of' them, may become subject under federal or state securities laws or any other
statutor t km or at common law or otherwise arising out of or based upon or in any way relating
to:
DO( Si_.;`,I 611 oil
4049, -� 1 c ? 1
(it the Trust Agreement, this Agreement or the execution or amendment
thereof or in connection with transactions contemplated thereby, including the execution
and delivery ofthe Certificates;
any act or omission of the City or any of its agents, contractors, servants,
ci iployees or licensees in connection with this Agreement or the Project, the operation of
the Project. or the condition, environmental or otherwise, occupancy, use, possession,
conduct or management of work done in or about, or from the planning, design,
acquisition, construction or development of the Project or any part thereof;
(iii} any lien or charge upon payments by the City to the Corporation and the
Trustee hereunder, or any taxes (including, without limitation, all ad valorem taxes and
gales taxes), assessments, impositions and other charges imposed on the Corporation or
thu IYustee in respect of any portion of the Project;
(iv, any violation of any environmental law, rule or regulation will] respect to,
or the release of any toxic substance from, the Project: or any part thereof;
(v) the defeasance and/or redemption, in whole or in part, of the Certificates;
o 1) any untrue statement or misleading statement or alleged untrue statement
x alleged misleading statement of a material fact flanrished in writing by the City
contained m any offering statement or document for the Certificates or any of the
doczrment5 tclating to the Certificates to which the City is a party, or any omission or
ai[eged omission from any offering statement or document for the Certificates of any
material i act necessary to be stated therein in order to make the statements made therein
h\ the Crty, in the light of the circumstances under which they were made_ not
niisleadinl;;
(viif the Trustee's acceptance or administration of the trust of the Trust
Agreement, or the exercise or performance of any of its powers or duties thereunder or
under any of the documents relating to the Certificates to which it is a party; except (a) in
the case of the foregoing indemnification of the Trustee or anv of their respective
oEticers, members, directors, officials, employees, attorneys and agents, to the extent such
;1 3 n ages are caused by the negligence or willful misconduct of such Indemnified Party;
or (b) in tile case of (lie foregoing indemnification of the Corporation or any of its
officers. members, directors, officials, employees, attorneys and agents, to the extent such
is tnraves etre caused by the willfiil misconduct of such Indemnified Party. In the event
that any action or proceeding is brought against any Indemnified Party with respect to
v,hich indemnity may be sought hereunder, the City, upon written notice from the
Indemnified Party, shall assume the investigation and defense thereof, including the
cmpiovolent of -counsel selected by [tie Indemnified Party, and shall assume the payment
of all expenses reiaWd thereto. with frill power to litigate, compromise or settle the same
ill its sole discretion_ provided that the Indemnified Party shall have the right to review
and approve or disapprove any such compromise or settlement. Each Indemnified Party
shall have the right to employ separate counsel in any such action or proceeding and
participate m the inv cstigation and defense thereof, and the City shall pay the reasonable
wf ,l a, :,.,-gut,
ces and expenses of such separate counsel; provided, however, that such Indemnified
Pam, , may only employ separate counsel at the expense of the City if in its judgment a
conflict of interest exists by reason of common representation or if all parties commonly
eprasented do not agree as to the action (or inaction) of counsel.
I ire rights of any persons to indemnify hereunder and rights to payment of fees and
reimbursement o!'expenses pursuant to Section 4.2 shall survive the final payment or defeasance
of the C `crtificates and in the case oC the Trustee any resignation or removal. The provisions of
ihiz SeCEt(n shall survive the terinination ofUnis Agreement.
`faction iU. i 1. Amendments. This Agreement may only be amended in accordance with
111C to Izs of "t'rust agreement. Any Rating; Agency rating the Certificates shall receive notice of
cacti au.endment to this Agreement and a copy thereof at least tS days in advance of its
Uxecution, "'lie Certificate Insurer shall be provided with a full transcript of all proceedings
relating to all amendanent or supplement hereto.
x>csi; .4(14! )
IN' WITNESS WHEREOF, the parties hereto have executed and attested this Agreement
by their officers thereinto duly authorized as of the day and year Fust written above.
CITY OF LODI
Bv:
Attest:
City Clerk
APPROVED:
Intenni City Attornev
City Manager
LODI PUBLIC IMPROVEMENT
CORPORATION
By:
President
Attest:
Secretary of 0w Corporation
APPROVED:
Attorney for the Corporation
noa<n)-R 1 Y 24
EXHIBITA
DESCRIPTION 01" TIE PROJECT
fhe Project consists of the following additions, betterments, extensions, replacements and
mzprovements, to the. System:
�Fgaipment for Phase 2 of the upgrade of the White Slough Water Pollution Control
Facifity, including ternary filters, IN disinfection equipment and aeration panels.
Installation of the above equipment along with associated equipment, structures and
appuflenances.
e Land acquired in connection with improvements and buffer zones for the White
Slough Water Pollution Control Facility.
• Fquipmcnt and other improvements associated with Phase 3 of the White Slough
Water Pollution Control Facility Improvement Project.
• Inrp;-oti cmcuts to the wastewater collection system and support facilities.
• Fngincering, environmental, legal and other expenses associated with the above
improvements.
l he Project shall also include such other betterments, extensions, replacements and
umproventcnts to the System as shall be specified in a Certificate of the City delivered to the
1 rustee accompanied by a FaN,ora�ble Opinion of Bond Counsel with respect to the payment of
IJIC CostS of suc1I additional betterments, extensions, replacements and improvements with the
proceeds ofthe Certificates.
UCt Sf \t k64i00
4041ro-s r:, c A-]
EXIII BIT B
PRINCIPAL COMPONENTS PONENI'S O INSTALLMENT PAYMENTS
the principal components of the installment Payments shall consist of the sum of the
fr7,low[oe amoanis, with each said principal component being payable on the 15th day of the
month preceding the date for such principal component set forth below and with each such
principal component beaming interest at the interest rate per annurn set forth below:
L— �)<zte Praci ai Cottnnqui t hverest Rate
xxv ��-T641(10 �
4040h-$ i 1( S-1
SCHEDULE OF INSTALLMENT PAYMENTS AS OF DELIVERY DATE
As of the Delivery Date, the Installment Payments consist of the following amounts of
prmcipal components and interest components and are payable on Installment Payment Dates
which arc the t 5"' day ofthe month preceding each of the dates set forth below:
7_rte Principal C9111po11e1 It Interest Cont aoz cent _11 tal
B-1
TRUST AGREEMENT
by and between
LODI Pt,BLIC IMPROVEMENT CORPORATION
and
UNION BANK OI' CALIFORNIA, N.A.,
Lis Trustee
Gated as of May I, 2004
Relating to
City of Lodi
Wastewater System Revenue
Certificates ofPartiaipation
2004 Series A
DOR ll,� a041>1 4
N9,8
01-I &S Draft of
April 16, 2004
TRUST AGREEMENT
i -t IIS TRl ST AGREEMENT dated as of May 1, 2004 (the "Trust Agreement"), by and
between the C,Oti1 PUBLIC IMPROVEMENT CORPORATION, a nonprofit, public benefit
corporation duly organized and existing under and by virtn.te of the laws of the State of California
(tile "E oFporation" ), and UNION }SANK OF CALIFORNIA, N.A a national banking
ssociation duly or-anized and existing under and by virtue of the laws of the United States of
Asrnerica (tine -Trustee-):
WHEREAS, the Corporation is a nonprofit, public benefit: corporation duly organized
Will existing under and pursuant to the laws of the State of California; and
WHEREAS, the Corporation is authorized and empowered to assist the City of Lodi, a
municipal corporation duly organized and existing under the laws of the State of California, in
connection with the financing of additions, betteranents, extensions, replacements and
improvcments to its System (capitalized terms used herein and not otherwise defined shall have
the nnteanmbs assigned such terms pursuant to Section 1.01 hereof); and
WHEREAS, in order to provide for the acquisition by the City of the additions,
betrernrent,, extensions, replacements and improvements to the System constituting the Project,
the Ci[} and the Corporation have entered into the Agreement; and
l'v HFREAS, pursuant to the Agreement the City is to make certain Installment Payments
to the Corporation; and
Felix.RlycAS, the City has determined that the consummation of the transactions
contemplated by the Agreement is necessary and proper for City purposes and is for the common
benefit ofthc City tvs a whole; and
WHEREAS, the installment Payments and all of the Corporation's rights and privileges
under the Agreement (other than rights to indemnification and expenses) have been assigned and
transferred by the Corporation to the Trustee pursuant to this Trust Agreement; and
WHEREAS, in consideration of such assignment and the execution and entering into of
thn, I rust Agreement, the Trustee has agreed to execute and deliver the Certificates, with each
C crtiiic tc cv idencing a proportionate ownership interest in the Installment Payments; and
t l IERFAS, the Corporation has determined that all acts, conditions and things required
h} Im., to exist, to have happened and to have been performed precedent to and in connection
with the execution and delivery of this Trusl Agreement do exist, have happened and have been
performed in res_*alar land due time, form and manner as required by law, and the execution and
deli erg orfhis Trust Agreement have been in all respects duly authorized;
utui
-104 4'! a
NOW, I f1GREFORE, in consideration of the premises and the mutual agreements and
covenants herein, and for other valuable consideration, the parties hereto do hereby covenant and
agree, as fbilows:
DEFINITIONS; EQUAL SECURITY
`vection ! Of Definitions, Unless the context otherwise requires, the terms defined in
tills section shall for all purposcs hereof and of any Supplemental Trust Agreement and of any
Certificate, opinion, request or other document herein or therein mentioned, have the meanings
herein .pccified 'such definitions to be equally applicable to both the singular and plural forms of
any oFthe terms defined herein.
"-Agreement" means the Installment Purchase Agreement, dated as of 1. 2004,
hcty een the City and the Corporation, as originally executed and as it may from tittle to time be
amended or supplemented in accordance herewith.
Agreement Event of Default" means an event described in Section 8.1 of the
\"r eetnent.
" tenial Debt Service" means, for any Fiscal Year, the sum of (I) the interest accruing
on all Parity Debt during such Fiscal Year, assuming that all such Parity Debt is retired as
scheduled, plus (2) the principal amount (including principal due as sinking fund installment
paymcnts) allocable to all Parity Debt in such Discal Year, calculated as if such principal
amounts were deemed to accrue daily during such Fiscal Year in equal amounts £torn, in each
eases, the immediately preceding payment date For such principal or, with respect to the initial
principal paynnew date for such Parity Debt, the date of delivery of such Parity Debt (provided
that principal shall not be deemed to accrue for greater than a 365 -day period prior to any
Principal payment date), as 8ie case may be, to the next succeeding payment date for principal,
provid:d, that he following adjustments shall be matte to the foregoing amounts is the
calculation of Annual Debt Scrvice:
(A) with respect to any Parity Debt beating or comprising interest at other than a fixed
interest rate. the iate of interest used to calculate Annual Debt Service shall be (i) with respect to
suCh Patty Debt then outstanding, one hundred ten per cent (110%) of the greater of (I) the daily
M eEagc interest rate on such Panty Debt during the twelve (12) calendar months next preceding
the data of such calculation (or the portion of such twelve (12) calendar months that such Parity
Debt ha's horne interest) or (2) the most recent effective interest rate on such Parity Debt prior to
(late ate (11,such calculation or (ii) with respect to Parity Debt then proposed to be issued, the
thin current Municipal Market Data General Obligation Yield for a maturity comparable to the
maturity of the applicable Parity Debt as published in The Bond Buyer (or if The Bond Buyer or
such ) icid is no longer published, such other published similar index as shall be selected by the
CIM:
(13) sv Hit respect to any issue or series o£ Parity Debt having twenty-five per cent
(25110 or more of the aggregate principal amount thereof due in any one Fiscal Year, Annual
x)(si , _(, 14, i,;
W i 00-a eR -2-
Debt Seri Ice shall be calculated as if the interest on and principal of the Parity Debt of such issue
or series were being paid in substantially equal annual amounts over the term of such Parity
Debt; prm iced, however that the full amount of scheduled payments of interest and principal of
such Pact} Debt shall be Included in Annual Debt Service if the date of calculation is within. 24
ihnanths oi'ttte date on which such twenty-five percent (25%) or more of aggregate principal
alnOtlnt beCQules due;
tC) with respect to ally Parity Debt or portions thereof bearing no interest but which
are sold at a discount and which discount accretes with respect to such Parity Debt or portions
thereof. such accreted discount shall be treated as due when scheduled to be paid;
i D) ATulnal Debt Service shall not include interest on Parity Debt which is to be paid
from fano ants constituting capitalized Interest;
(l:) Wall interest rate swap agreement is in effect with respect to, and is payable on a.
partly with, any Parity Debt, no amounts payable under such interest rate swap agreement in
addition to debt service payable with respect to such Parity Debt shall be included in the
calculation of Annual Debt Service unless, in the applicable Fiscal Year, the sum of (i) the
ntcresi payable on such Parity Debt, plus (ii) the amounts payable by the City under such
interest rate swap agreement, less (iii) the amounts receivable by the City under such interest rate
sv\ all aKreament, is greater than the interest payable on such Parity Debt, in which case the net
au:ount of payments to be made by the City under such interest rate swap agreement that exceed
the iihtercst to be paid ori such Parity Deht shall be included in such calculation, and for this
purpose (lie variable amount under any such interest rate swap agreement shall be determined in
accorda nee with the procedure set forth in subparagraph (A) of this definition; and
(h) Repayment Obligations payable on a parity with Parity Debt shall be deemed to
be payable at the scheduled amount due under such Repayment Obligation and for this purpose,
the variable interest amount included in any such Repayment Obligation shall be determined in
accordance with the procedure set forth in subparagraph (A) of this definition.
luthorized Denomination" means S5,000 or any integral multiple thereof.
13eneficial Owners" means those individuals, partnerships, corporations or other entities
I'm whon, the Direct Participants have caused DTC to hold Book -Entry Certificates.
"Bond Counsel" means any attorney at law or firm of attorneys of nationally recognized
standing In matters pertaining to the federal tax exemption of fiterest on obligations of states and
pohlicai subdivisions_ selected by the City and duly admitted to practice law before the highest
court ol'arfv state of the [,'ruled States ol'America.
—Rook—Entry Certificates" means the Certificates registered in the name of the nominee
of DTC or any successor securities depository for the Certificates, as the registered owner
thereof piusuEn:t to the terms and provisions of Section 2,13 hereof.
"Business Day- means any day other than a Saturday, a Sunday or a day on which banks
located In the city where the Corporate Trust Office is located, are required or authorized to
remain closed.
nOx1,\ Saar,; -i
C ertificale Insurance Policy" means the policy or policies of municipal bond insurance
issued by the Certificate Insurer with respect to the Certificates.
'erliticate of Completion" means a City Certificate certifying that all Costs of the
PI-Q10at to be paid from the improvement Fund have been disbursed or reserved.
"Certificate Insurer" means and its successors and
asst„firs,
"Corti of the City” means an instrument in writing signed by the Mayor, the City
N43uagcr of the Director of Finance of the City, or by any other officer of the City duly
authorized by the; City for that purpose, such authorization to be evidenced by a certificate
1 rrt'vHig Hie specimen signatures of such officers at the request ofthe'Irirstec,
"Certificate of the Corporation" means an instrument in writing signed by the President
of the Corporation or by any other officer of the Corporation duly authorized by the Corporation
for that purpose.
'Certificate Payment Date" means, with respect to each Certificate, the applicable date
set tot Eli in Section 2.o2(a) hereof.
`Certificate Register" means the books for the registration and transfer of the Certificates
kept by the TTnafee pursuant to Section 2.10 hereof.
"Certibcatcs" means the City of Lodi Wastewater Systern Revenue Certificates of
Parficipatron, 2004 Series A, evidencing the proportionate interests of the owners thereof in the
Instaili hent Pavments, executed and delivered by the Trustee pursuant to this Trust Agreement
and then Outstanding under this Trust Agreement.
'01y" ;Weans the City of Lodi, a municipal corporation duly organized and existing under
and by virtue of tfie laws of the State of California.
"Code" means the Internal Revenue Code of 1986, as amended, and the regulations of the
Unned States Department of the Treasury issued thereunder, and in this regard reference to any
particular section of the Code shall include reference to all successors to such section of the
Code.
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement
enecutec( by the City with respect to the Certificates.
"Corporate Trust Office" means, with respect to the Trustee, the principal corporate trust
outer o€`the Trustee in San Francisco, California or such other office designated by the Trustee
from titre to time.
"Corporation- means the Lodi Public improvement Corporation, a nonprofit, public
benefit corporation duly organized and existing under and by virtue of the laws of the State of
California.
DO, 464411
"Cost" means, with respect to the Project, the costs, expenses and liabilities paid or
ncurred or to be paid or incurred by the City in connection with the planning, engineering,
designing acquiring, constructing, installing, and financing of the Project or any portion thereof,
and the obtaining of all governmental approvals, certificates, permits and licenses with respect
thereto, me€udirng, but not limited to, the cost of any demolitions or relocations necessary in
connection therev, ith, any good faith or other similar payment or deposits, the cost of acquisition
by or f6r the Cita of real and personal property or any interests therein, costs of physical
c,mstruction and costs ofthc City incidental to such construction or acquisition, all costs relating
tin injur and damage claims, the costs of any indemnity or surety bonds and premiums on
insurance, including obligations to a stock, mutual or reciprocal insurance company or exchange,
rclin7in { y investigation and d veiopment costs, engineering fees and expenses, contractors'
tees and expenses_ tine costs of labor, materials, equipment and utility services and supplies, legal
fees a x 1 expense,, administration and general overhead expenses and costs of keeping accounts
and making reports required by this Trust Agreement prior to or in connection with the
completion of construction" rand all federal, state and local taxes and payments in lieu of taxes
lcgally required to be paid in connection with the Project during the period of construction
therC of dlxl shall include reimbursements to the City for any of the above items theretofore paid
by or on hchalf of tine City. it is intended that this definition of Cost be broadly construed to
p
encomiss all costs, expenses and liabilities of the City which are chargeable to the capital
accounts of the Protect in accordance with generally accepted accounting principles.
"C"osts of issuance" means all items o£ expense directly or indirectly payable by or
reimbursable to the City or tine Corporation and related to the authorization, execution and
defivert. of the A„ reement, this Trust Agreement and the sale of the Certificates, including, but
snott linmed So, costs of preparation and reproduction of documents, costs of rating agencies and
coos to provide information required by rating agencies, filing and recording fees, initial fees
and chagcs of fire Trustee. cgal fees and charges, fees and disbursements of consultants and
profcsslonak fees and expenses of the underwriter, fees and charges for preparation, execution
and saf koepmg of the Certificates, foes of the Corporation and any other cost, charge or fee in
connection with the original execution and delivery of the Certificates.
"Cost of Issuance Fend" means the fund so designated established pursuant to Section
.00 hereof.
Seivice Fund" means the fund by that name established pursuant to Section 3.012
hereof.
Defeasrnce Securities" mean the following:
Al United States Treasury Certificates, Notes and Bonds (including State and Local
Government Series),
B. Di cel obligations of the Treasury which have been stripped by the Treasury
itself, CATS_ CIGRS and similar securities.
DO( SIA; aas
<u49x4 ;.r s g _
C. Resolution banding Corp. ("REFCORP") Only the interest component of
RE FCORP strips which have been stripped by request to the Federal Reserve
B.rnk of New York in book entry form are acceptable.
I)- Pre -refunded municipal bonds rate "Aaa" by Moody's and "AAA" by S&P. If
lum deer, tile issue is only rated by S&P (i.e., there is no Moody's rating), then the
pre refunded bonds must have been pre -refunded with cash, direct United States
or t nited State,, guaranteed obligations, or "AAA" rated pre -refunded municipals
to satisfy this condition.
E . Obligations issued by the following agencies which are backed by the full faith
and credit ofthe [;rifted States:
I in ted Stales Exugrt-[Mort Bank
Direct obligations or fully guaranteed certificates of beneficial ownership
2. harmers Iionsa Administration "FmHA
Certificates of beneficial ownership
+. Federal FinancijLg_13ialk
4, General Services Administration_
Participation certificates
7. Linited States Maritime Adnvnistration
Guaranteed Title XI Financing
(i. Liilite d Statcs Department of Housingarad Urban Develon negt
Project Notes
Local Authority Bonds
New Communities Debentures — United States government guaranteed
debentures
United States Public Housing Notes and Bonds — United States
government guaranteed public housing notes and bonds.
Dclivery Date" Eneans 2004.
"Direct participants" means those broker-dealers, banks and other financial institutions
From time to bine Ear which DTC holds the Certificates as securities depository.
"€ I C" means The Depository Frust Company, New York, New York, a limited purpose
trust company organized under the New York Banking Law, or any successor securities
depositary (or the Certificates.
' Favorable Opinion of Bond Counsel" means, with respect to any action requiring such
an opinion, an Opinion of Counset from a Bond Counsel to the effect that such action, in and of
itself, ",Null not adversely affect the Tax-exempt status of interest evidenced and represented by
ffic, C:enificates.
DO( s1.-
"Discal )'car" means the period beginning on July I of each year and ending on the last
day o[ Jude of the next succeeding year, or any other twelve month period selected and
designated as the official Fiscal Year of the City,
"Fitch" means Fitch Inc,, a corporation duly organized and existing under and by virtue
ofthe laws of tile State of Delaware, and its successors or assigns, except that if such corporation
shall be dissolved or liquidated or shall no longer perform the services of a municipal securities
rating agency, then "Fitch" shall be deemed to refer to any other nationally recognized municipal
securities rating a gcocy rating Parity Obligations at the Request of the City,
" 6cncraiiv Accepted AccountiM Principles" means the uniform accounting and
reporting,, procedures set forth in publications of the American Institute of Certified Public
'vccounrants or its Successor, or by any other generally accepted authority on such procedures,
and inciudes, as applicable, the standards set forth by the Governmental Accounting Standards
Board or its successor,
'huprovcment Fund" means the fund by that name established pursuant to Section 3.05
hereof.
"Independent Certified Public Accountant' means ally firm of certified public
accountants appointed by the i`ity, which is independent of the City and the Corporation
pursuant to tine Slatement on Auditing Standards No. I of tine American Institute of Certified
Public Accountants,
" lnforniation Services" nneans Financial Information, Inc.'s "Daily Called Bond Service,"
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302; Fitch "Called Bond
Departincut," 5250 Center Drive, Suite 150, Charlotte, NC 28217; S&P "Called Bond Record,"
51,
Water Street, New York, New York 10041; or, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses arr&or such other services
providing informalion with respect to called bonds as the City may designate in a Certificate of
h� City d4liVCred to the trustee.
"Installinent Payment Date" means the fifteenth day of the month prior to each Interest
Payment Daie, or if said date is not a Business Day, then the preceding Business Day.
"Installment Payments" means the Installment Payments of interest and principal
scheduled to he paid by the City pursuant to Section 4.2 of tine Agreement,
hntnrest Account" means the account by that name in the Debt Service Fund established
pursuant to Section 0, in rcol.
"Interest Payinent Date" means April 1 and October 1 of each year commencing October
30€f4.
"tilaximunn Annual Debt Service" means, as of any date of calculation, the largest
Annual Debt. Service during the period froin the date of such calculation through the final
inaltu-iol, date of all Parity Debt.
-Moody's- means Moody's Investors Service, a corporation duly organized and existing
under and by virtue of the laws of the State of Delaware, and its successors and assigns, except
that if such corporation shall be dissolved or liquidated or shall no longer perform the services of
nuttnierpal securities rating agency, then the term "Moody's" shall be deemed to refer to any
other nationally recognized nu me€pal securities rating agency selected by the City,
"Nei Proceeds" means, when used with respect to any casualty insurance or
coltden;nation award, the proceeds from such insurance or condemnation award remaining after
payment of all expenses (including attorneys' (ees) incurred in the collection of such proceeds,
'1991 Pilot- Agreement" means the installment Sale Agreement, dated as of December 1,
1991 bc.rvcen the Corporation and the City, as the same may be amended and supplemented.
-Operation and Maintenance Costs" means the reasonable and necessary costs paid or
incurred by the City for maintaining and operating the System, determined in accordance with
Cicncral1v Accepted Accounting Principles, including all reasonable expenses of management
and repair and all other expenses necessary to maintain and preserve the System in good repair
acrd work«ug order, and including all administrative costs of the City that are charged directly or
apportioned to the operation of the System, such as salaries and wages of employees, overhead,
zn
xes (if ul and insurance premiums (including payments required to be paid into any self-
rnsurancc funds)_ and including all other reasonable and necessary costs of the City or charges
rcquired to be paid by it to comply with the terms hereof or ofany Supplemental Agreement or
of any resolution authorizing the execution of any Parity Obligations, such as compensation,
reinnbursornent and indemnification of the Trustee and the Corporation, fees and expenses of
Independent C'cllirwd Public Accountants and deposits to the Rebate Fund, but excluding in all
cases (i) payment of Parity Debt and Subordinate Obligations, (ii) costs of capital additions,
rcp(acei ncrnts, bcttennents, extensions or improvements which under Generally Accepted
Account=ng Principles are chargeable to a capital account, (iii) depreciation, replacement and
Obsolescence charges or reser v s therefor and amortization of fi tangibles, and (iv) transfers from
the SyMcm Revenue Fund to other funds or accounts of the City other than the administrative
costs of the City described above.
`"Opinion C'otunsel" means a written opinion signed by an attorney or firm of attorneys
sclec ted b) the City and duly admitted to practice law before the highest court o£ any state of the
united States of America.
"Outstanding," means when used as of any particular time with respect to the
t crtifrcates, means (subieut to the provisions of Section ?.02 hereof) all Certificates theretofore
executed and delivered by the Trustee under this Trust Agreement except:
(1) Certificates theretofore cancelled by the Trustee or surrendered to tine
ruswc lot- cancellation;
(2) Certificates for the payment or prepayment of which funds or Defeasance
Securities, together with interest earned thereon, in the necessary amount shall have
tl,cretofore been deposrred With the Trustee (whether upon or prior to the maturity or
prepayment date of such Certrticates) pursuant to Article IX hereof, provided that, if such
40'1s0-8! x -8-
('ertificates arc to be prepaid prior to maturity, notice of such prepayment shall have been
D%en as provided in Section 2.06 hereof or provision satisfactory to the Trustee shall
;atc
been made for the giving of'such notice; and
(t) COFfificales in lieu of or in exchange for which other Certificates shall
have been executed and delivered by the Trustee.
Owner" rncans any person who shall be the registered owner of any Certificate.
'Parity Debt" means the Installment Payments and any Parity Obligations.
"Parity Obligation Payments" means the payments scheduled to be paid by the City under
and pursuant to the Parity Obligations, which payments are secured by a pledge of System Net
Revenues on a panty with the Installment Payments as provided herein.
Palin Obligations" means all obligations of the City authorized and executed by the
01-V, ocher than the Insialhuent Payments, the Parity Obligation Payments udder which are
-secured by a pledge of the System Net Revenues on a parity with the Installment Payments as
Provided herein, including but not hrnited to any Repayment Obligations secured by System Net
Rcvenuc3 on a parity with the firmalhnent Payments.
`Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments" mean any of the following obligations if and to the extent that
they are permissible investments of funds of the City:
A. Direct obligations of the United States (including obligations issued or
Heid in book -entry form ori the books of the Department of the Treasury, and CATS and
lI€iRS) or obligations the principal of and interest on which are unconditionally
grritranteed by the United States,
B. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such obligations are
backed by the full frith and credit of the United States (stripped securities are only
permitted if they have been stripped by the agency itself).
fanners H«me Administration ("Fn HA")
i erlificates ofbeneficial ownership
�. Federal Housing AdministrationDebentures ("FHA")
3. General Seryices.Adrninistration
Participation certificates
4. Government National Mortga e Association ("GNbIA�
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations (participation
certificates) (not acceptable for certain cash -floor sensitive issues)
5. United States Maritime Administration
Guaranteed Titic XI financing —
:. t rnited States Dlepirtmentof Housiru�and Urban I?evelonment
Project Notes
Local Authority Bonds
C'. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non -m21 faith and credit United States government
agencies (stripped securities are only permitted if they have been stripped by the agency
rscl €l:
_F_edgr�al HomeLoan Bank System
Senior debt obligations
2. Fc(ieral home Loan Mort�or oration "rHLMC")
Participation Certificates
Senior debt obligations
3. t�ederal National Mor- gine Association ("F VMA )
Mortgage-backed securities and senior debt obligations (excluded
arc stripped mortgage securities which are valued greater than par-
on the portion of unpaid principal)
4. Student t.oan Mar1<etnrg Association
Senior debt obligations
5. Resolution i�'u.ndmg Corporation obligations (only the interest
component ofREFCORP strips which have been stripped by
request to the Federal Reserve Bank of New York nn book entry
form are acceptable)
o. Farm Credit S stern
Consolidated system -wide bonds and notes
1_ Money market funds registered under the Itederal Investment Company
Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and
haying a i umg by SMI of "AAAm-G,'" "AAA -m" or "AA -m" and if rated by Moody's
r led "Aa t' "Aal"' or "Aa2," including funds for which the Trustee or any of its
affiliates (including any holding company, subsidiaries, or other affiliates) provides
w,esement advisory or other management services, provided such funds satisfy the
criteria hercirn contained.
rr,; €.r.a_.a�sr.a
araoo-s I J, - -10-
E Certificates of deposit secured at all times by collateral described in (A)
and,or (B above, Such certificates must be issued by commercial banks (including
of€itiates o1' the Trustee), savings and loan associations or mutual savings banks_ The
collateral must be held by a third party and the bondholders must have a perfected first
security interest in the collateral.
J� Certificates of deposit, savings accounts, deposit accounts or money
market deposits (including those of the Trustee and its affiliates) which are fully insured
]ny 1 -DIC, including BIF and SAIF,
(. investment Agreements, including Guaranteed Investment Agreements,
t oirsrard Purchase Agreements and Reserve Fund Put Agreements acceptable to the
t"ertificatc insurer.
1-1. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's
and "A --I" or better bG S&P.
Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by such agencies.
Federal funds or bankers acceptances with a maximum tern of one year of
any bank (including those of the, Trustee and its affiliates) which has an unsecured,
uninsured Lion unguaranteed obligation rating of "Prime - l" or "A3"' or better by
Moody's and "A -I" or "A" or better by S&P.
K. Repurchase Agreements for 30 days or less must follow the following
criteria. Repurchase Agreements which exceed 30 days must be acceptable to the
Certificate insurer Repurchase agreements provide for the transfer of securities from a
,caner bank or securities frim (seller/borrower) to a municipal entity (buyer/lender), and
the transfer of cash from a municipal entity to the dealer bank or securities firm with an
a recrnent that the dealer bank or securities firm will repay the cash plus a yield to the
municipal entity in exchange for the securities at a specified date.
Repurchase agreements must be between the municipal entityand
it dealei bank or securities firm
a, Primary dealers on the Federal Reserve reporting dealer list
which are rated "A" or better by S&P and Moody's, or
b, Banks rated "A" or above by S&P and Moody's,
Tine written repurchase agreements contract must include the
following:
rr Securities ,vInch are acceptable for transfer are:
(1) Direct United States governments, or
I)U� til Alun .1; L:,
(2) Federal agencies backed by the fall faith and credit
of flie United States government (and FNMA &
FIA LMC)
b. lre term <7f a MIRcchase a reetnent may be u to 30 days
C, The collateral must be delivered to the municipal entity,
trustee (if trustee is not supplying the collateral) or third
party acting as agent for the trustee (if the trustee is
supplying the collateral) before/sumultaneous with payment
(perfection by possession of certificated securities).
d. Valuation of Collateral
(1) The securities must be valued weelrly marked-to-
yr7arket at current market price plus accrued interest
(a) The value of collateral must be equal to
104% of the amount of cash transferred by
the municipal entity to the dealer bank or
security firm under the repo plus accrued
interest. If the value of securities held as
collateral slips below 104% of the value of
the cash transferred by municipality, then
additional cash and/or acceptable securities
must be transferred. It', however, the
securities used as collateral are FNMA or
FIILMC, then the value of collateral must
equal 105%-
3, 1 legal Qpinlon rmrtst be delivered to the municipal entity to the
effect that the repurchase agreement meets guidelines under state
law for legal investment of public funds.
L. Any state administered pool investment fund in which the City is
sratntorily permitted or required to invest will be deemed a permitted investment,
HI ,uding, but not limited to the Local Agency investment Fund in the treasury of the
state.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal en:rty or group of entities, including a governmental entity or any agency or political
subdieisiolI thereof.
"Medge Law" mean Section 5451 of the Government Code of the State of California and
in each case all laws amendatory thereof or supplemental thereto.
`I31epaytnent Account" means the account by that name in the Debt Service Fund
eslablished pursuant to Section 1.03 hereof.
oo'sI.%
01119 )_N I IR -12-
"larincipal Account" means the account by that name in the Debt Service Fund
established pursuant to Section 3.03 hereof.
"Prior Acrecinents' mean the 1441 Prior Agreement and the 2003 Prior Agreement.
Proicef' means the additions, betterments, extensions, replacements and improvements
to the System described or provided for in Exhibit A to the Agreement.
Purchase Price" means the principal components of the Installment Payments plus
interest on die unpaid portion of such principal components owed by the City to the Corporation
under the terms of the Agreement as provided in Section 4.1 of the Agreement.
Rae Stabilization Fund" means the, fund by that name referred to in Section 5.4 of the
Agreement.
Rating Agencies" mean Moody"s. S&P and Fitch, and their respective successors or
assigns, or any other nationally recognized securities rating agency or agencies rating the
Certificates or any outstanding Parity Obligations at the request of the City.
"Rebate Fund" means the fund by that name established pursuant to Section 3.05 of this
Trust Agreement and provided for in Section 6.1? of the Agreement.
Record Date" means the fifteenth day of the month prior to an Interest Payment Date
w heilnet or not a [Business Day.
"Repayment Obligation" means the reimbursement obligation or any other payment
ohliga£ion of fie City under a written agreement between the City and a credit provider to
reimburse the credit provider for amounts paid pursuant to a credit facility for the payment of the
principal amount or purchase price of and/or interest on any Parity Debt.
"Representation Letter" means the letter of representation to The Depository Trust
Cornpam, Ncw York, New York, from the City.
` Rcserve Fund- means the fund by that name established pursuant to Section 3.04 hereof.
"Reserve Fund Requirement" means with respect to the Certificates, as of env date of
deternninatton, file least of (a) ten percent MfXo} of the initial offering price to the pnbtic of the
C crti{icaic s as deternnined under the Code, or (b) the greatest Annual Debt Service with respect
to [lie h stalh;"en( Payments in any Fiscal Year during the period commencing with the Fiscal
year in ,which the determination is being made and terminating with the last Fiscal Year in which
watt Installment Payment is due, or (c) one hundred twenty-five percent (125%) of the sum of the
Annual Debt Sari ice with respect to the Installment: Payments for all Fiscal Years during the
period c.ominencing with the Fiscal Year in which such calculation is made (or if appropriate, the
first full Fiscal Year following the execution and delivery of the Certificates) and terminating
With the las_ Discal Year in which any Installment Payment is due, divided by the number of such
Fiscal Y srs, all as computed and determined by the City and specified in writing to the Trustee;
provided, that such requirement (or any portion thereof) may be provided by the Reserve Policy.
DOC tit1� 4oa-lsl.<{
40,19,1-81 (' _ 13-
IZe serve Policy" means the debt service reserve policy issued by the Certificate Insurer
c hick shall be deposited in the Reserve Fund pursuant to Section 3.04 hereof to satisfy the initial
Reserve bund Requirement upon the execution and delivery of the Certificates.
"S&P"' rncans Standard & Poor's Ratings Service, a corporation duly organized and
isting under and by virtue of the laws of the State of New York, and its successors or assigns,
ex cept that if such entity shall be dissolved or liquidated or shall no longer perform the services
ot` a municipal securities rating agency, then "S&P" shall be deemed to refer to any other
rationafly rea>gnrzed municipal securities rating agency rating Parity Obligations at the Request
ofthe C.rty.
Securities Depositaries" mean: The Depository Trust Company, i11 Stewart Avenue,
Oarden City, Nem York 11510, Fax (516) 227-4039 or 4190; or, in accordance with then -current
guidelines of the Securities and Exchange Commission, such other securities depositaries as the
Corpoi alion may designate in a Certificate of the Corporation to the Trustee.
-'Slate" means the State of California.
"Subordinate Obligations" means the obligations of the City that are payable from
S. stem Net Revenue's on a basis that is subordinate to the payment of Parity Debt.
"Supplemental Tnist Agreement" means any trust agreement then in fill] force and effect
which has been duly executed and delivered by the Corporation and the Trustee amendatory
la"reof or supplemental hereto; but only if and to the extent that such Supplemental Trust
Agreement is specifically authorized hereunder.
S"stern " nscans the whole and each and every part of the system of the City for the
collection, treatment and disposal of wastewater, including the portion thereof existing on the
date hereof, and including all additions, betterments, extensions and improvements to such
system or any part thereof hereafter acquired or constructed.
"Svstcm ''vet Revenues" means for any period System Revenues less Operation and
Maintenance Costs for such period; provided that certain adjustments in the amount of System
Nei Rei cnue for a Fiscal Year may be made in connection with amounts deposited in and
traunsferred from Clic Rate Stabilization Fund as provided in Section 5.4 of the Agreement
Stis;eazr Re'cnue Fund" means the fund by that name referred to in Section 5.2 of the
A.L rIccniccnt.
"`i y stern Revenues- means all gross income and revenue received or receivable by the
01,V fi-orn the ota,nershm or operation of the System, determined in accordance with Generally
Accepted Aecounting Principles, including all fees (including connection fees), rates, charges
and all amounts paid under any contracts received by or owed to the City in connection with the
operation of the System and all proceeds of insurance relating to the System and investment
income silocable to the System and all other income and revenue howsoever derived by the City
from the ownership or operation of the System or arising from the System. System Revenues for
ant fiscal Year shall inc;ude" for the purposes permitted by the Agreement, amounts transferred
to Piro S;" shear Rev cnue Fund fron, the Rate Stabilization Fund during such Fiscal Year.
sr,
-14-
"lax Cer t i ftc atc" means the Tax Certificate and Agreement, dated the date of the original
execution and delle cry of the Certificates, with respect to the requirements of certain provisions
of time Code, as such certificate tray from time to tithe be modified or supplemented in
accordance with the tcniis thereof, including all exhibits attached thereto
1 aX-exempt" means, with respect to interest on any obligations of a state or local
government, including the Interest Installments evidenced by the Certificates, that such interest is
excluded tiom gross income for federal income tax purposes (other than in the case of a holder
of any such obh cation who is a substantial user of the facilities financed with such obligations or
a related person within the meaning of Section 147(a) of the Code) whether or not such interest
is, includable as ala item Of fax preference or otherwise includable directly or indirectly for
purposes 01' Calculating tax llahiliticS including any alternative minimum tax or environmental
la\, under the Code.
"trust Agreement" means this Trust Agreement, as originally executed and as it may
from time to time be amended or supplemented in accordance with its ter ins.
Crustec " means Union Bank of California, N.A., acting in its capacity as trustee under
and pursuant to this Trust Agreement, and its successors and assigns.
l rust Dent of Default" means, with respect to this Trust Agreement, an event described
in Section n.f) I hereof.
"2003 Prior Agreement" means the Installment Purchase Agreement, dated as of October
1. 2003, between the City and the California Statewide Communities Developnnent Authority, as
the same may be amended and supplemented.
"Written Request of the City" means an instrument in writing signed by the Mayor, the
C fry Nlan ager or the Finance Director of the City or their designee, or by any other officer of the
City do y awhorized by the City for that purpose, such authorization to be evidenced at the
request of the "I'rus(ec by a certificate verifying the specimen signatures of such officers.
"Written Request of the Corporation" means an instrument in writing signed by the
President of the Corporation or by any other officer of the Corporation duly authorized by the
Corporation for that purpose.
Section 1.02 Ru ess of Construction, 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,"
"h: relluder" and other- words of similar import refer to this Trust Agreement as a whole and not
o any
particular article, section, subdivision or clause hereof.
R lcrence�, in this TRIst Agreement and the Agreement to the principal or principal
amount of C.citificates shall icier to the principal component of the Installment Payments as to
Which such Certificates evidences a proportionate ownership interest. References in this Trust
L<reen.onr and the Agreement to interest on Certificates or interest borne by Certificates shall
M,%: 8�441i-15-
refer 10, ,he interest component of the Installment Payments on the principal component of the
,tnstali.nent Payments as to which such Certificates evidence proportionate ownership interests.
` cetion 1 W L a s( `_reasrity. In consideration of the acceptance of the Certificates by
the Ou n r: thercol" this Trust Agreement shall be deemed to be and shalt constitute a contract
be Cwecn the Corporation and the Owners from time to time of all Certificates authorized,
xecuteu sand dehvcred hereunder and then Outstanding to secure the full and final payment of
the interest, and principal and prepayment premiums, if any, evidenced by the Certificates which
Fray from time to tittle be authorized, executed and delivered hereunder, subject to the
greenneuts, conditions, covenants and provisions contained herein; and all agreements and
covenaa;is set forkh herein to be performed by or on behalf of the Trustee shall be for the equal
and pioporttonat be;lefit, protection and security of all Owners without distinction, preference
ter priori+v as to security or otherwise of any Certificates over any other Certificates by reason of
tic number- or date thereof or the time of authorization, execution or delivery thereof or for any
cause Miatsocvet {racept as expressly provided hercin or therein.
THE, CERTIFICATES
Section 2,01 j'he Certificates, (a) The Trustee is hereby authorized and directed to
execute and deliver the Certificates in the aggregate principal amount of $
cti idenctrg proportionate w nership interests in the Installment Payments. the Certificates shall
be dcsignated "City of Lodi Wastewater System Revenue Certificates of Participation 2004
Series A '.
Section 2.02 General "F erins of the Certifie�4�s. (a) Each Certificate shall be dated
tine Delivery Date, and shall mature (subject to prior prepayment and acceleration) on its
Ccrtifcate Payment Date, The Certificates shall have Certificate Payment Dates on the dates
and in the principal amounts (evidencing principal components of the Installment Payments
corning due on the Instatement Payment Date immediately preceding each such Certificate
Payment Irate) and shall bear interest (evidencing the interest components of the Installment
Nvments with respect to the related principal components of Installment Payments and based on
a _)00-dav .ear consisting of twelve 30 -day months) as set forth in the following schedule:
Certificate
PaYmertt hate Principal Interest
I i Amount Rate
-
2000
Nif)-17
2008
2009
2t()trr
011
0121
2013
Certificale
Payment Date
I')
----
1014
201
2010
.2_()i?
2018
M19
2020
2021
2,)?
2023
?024
Principal
Amount
Interest
Rate
(b) The Certificates tificates shall evidence interest with respect to the related principal
components of the Installment Payments firom the Interest Payment Date next preceding tie date
of execution thereof; runless such date of execution is after a Record Date and on or before the
following Interest Pa}anent Date, in which event they shall evidence interest from such Interest
Payment Date, or unless such date of execution is on or before the Record Date for the first
lmcrest Payment Date for the Certificates, in which event such Certificate shall evidence interest
from the Delivery Date; prON 7 ided, that if at the time of execution of any Outstanding Certificate,
interest evidenced by such Certificate is then in default, such Certificate shall evidence interest
From the Interest Payment Date to which interest has previously been paid or made available for
payment with respect to the C coificate.
(c) File Certificates shall be delivered only in Authorized Denominations.
The Certificates Shall be issued in substantially the form set forth ill Exhibit A of this Trust
Agreement with such variations, insertions or omissions for the Certificates as are appropriate
and not inconsistent therewith and shall conform generally to the rules and regulations of any
_aove nnlental authority or usage or requirement of lawwith respect thereto. The Certificates
shall be numbered from one upward and may bear such additional letters, numbers, legends or
dcsigninions <u the Trustee determines are desirable. The Certificates may be printed,
lithographed or typewritten.
I(d) Tlne principal o1 and premium, if any, and interest on the Certificates shall
he payable to lawfiul money of the united States of America. Payment of interest on each
C citificate shall be made on each Interest Payment Date to the Person appearing on the
Certificate Register as the Owner thereof on the applicable Record Date, such interest to be paid
h� the 1iuslee (i) to such Owner by check mailed by first class mail on the interest Payment
Date, tr,, such Owner's address as it appears on the Certificate Register or at such other address as
ha.,, been furnished to the Trustee in writing by such Owner not later than the applicable Record
Date, or (n; upon written request at least three Business Days prior to the applicable Record
Due, to the Owncr of Certificates aggregating not Tess than $1,000,000 in principal amount, by
miter transfer in immediately available fiends to an account maintained in the United States as
such Ox�ncr shall specify in its WFitten notice; except, in each case, that if and to the extent that
there shall be a default in tine paymenl of the interest due on such Interest Payment Date, such
IH). �I 1'.4r+441 4
404<) -3 iJt. -1 7..
defaulted Interest shall be paid to the Owners in whose name the Certificates are registered at the
close of business on the fifth Business Day next preceding the date of payment of such defaulted
interest file principal of and premium, if any, on the Certificates shalt be payable by check of
the Trustee upon surrender thereof at the Corporate Trust Office of the Trustee.
e) The Certificates shall be subject to prepayment as provided in Section 2.04
;rcreof.
Section 2.03 Procedure £or tine I9t.iiverl coi { ertifieates. The Trustee is hereby
attthorir,cd to exucuie and deliver the Certificates to the purchaser thereof upon the Written
Request of the Corporation and upon receipt of the proceeds of the sale thereof to be wired to the
I -ustee and reccgn of the Certificate insurance Policy, the Reserve Policy, a Certificate of the
City stating that the conditions of Section 4.08(6) of the 1991 Prior Agreement to the Installment
Nvincnrs constituting Parity Debt (as defined in the 1991 Prior Agreement) are satisfied, and a
Ccruficatu of the City stating that the conditions of Section 5.3 of the 2003 Prior Agreement to
the Irstallniclit Payments constituting Parity Debt -(as defined in the 2003 PrioAgreement) are
sansf ed.
upon receipt of the proceeds of the sale of the Certificates from the purchaser
thereofin :hc amount of S (representing an aggregate principal amount of $
— ---'
p !ts a pr'cmiu;n o(S _ Icss an [ nderruziter's discount of less $ ___ as the
pretniur,, for the Certificate Insurance Policy and less $ as the premium for the Reserve
Policy to be ;a-irccl by such purchaser to tl?e Certificate Ensurer ), the Trustee shall set aside and
deposit such proceeds in the following respective accounts or funds:
Fund, and
Fund.
(a) The Trustee shall deposit the sum of $_ in the Costs of Issuance
(b) The Trustee shall deposit the balance of such proceeds in the Improvement
Soction 2.04 Prepaaysxaesat.
(a)fJp t«rr !Prep pnzent. The Certificates maturing on and prior to October
sue not subject to optional prepayment prior to their stated maturity dates. The
C crtificates maturing on and after October 1, _are subject to optional prepayment prior to
their stated ruuaturity dates on any date on and after October 1, __, as a whole or in pail, at the
operon of the City, from any source of available funds at the following prepayment prices
(computed upon the principal amount of the Certificates or portions thereof to be prepaid) plus
unpaid accrued interest thereon to the date fixed for prepayment:
October I
Prepayment Period
(both dates inclusive)
through September 30,
lvo
Prepayment Price
October 1. rough September 3t), — �%
October i. and thereafter --- l00%
bi 13urzdnre_ry I'rrxnrrzent, The Certificates maturing on October 1, are
subject to mandatory prepacmcnt prior to maturity, in part by lot, commencing on October 1,
and on each October l thereafter to and including October 1, from principal
0mponcnts of InStallmen4s Payments made by the City on the Installment Payment Date next
preceding such October 1, at a prepaymcnt price equal to the principal amount of the Certificates
to be prepaid, plus unpaid accrued interest thereon to the date fixed for prepayment, without a
prepayment premum. To the extent that the amount of the principal components of the
installment Payments due with respect to any such October 1 has been reduced pursuant to
Section 4.2 of the Agreement, then the principal amount of Certificates maturing on October 1,
which are strbiect to mandatory prepayment pursuant to this subsection (b) on such October
1 shall he reduced by the same amount.
Section 2M5 5 Selectiaar of C'erizticates fora i're�rns�4areni.
lr less than all Outstanding Certificates with the same Certificate Payment Gate are to be
pi cpaid at any one time, the Trustee shall select the Certificates or the portions of the Certificates
and Certificate Payment Date to be prepaid by lot in a manner which the Trustee deems to be
fair. For purposes of selecting Certificates to be prepaid, Certificates with the same Certificate
Payment Date shall be deemed to be composed of five thousand dollars (S5,O00) multiples and
an,• Stich I -multiple of principal amount as may be separately prepaid, subject to the requirement
that the unpaid balance of any Certificate prepaid in part must be in an Authorized
Denomination.
`lection 2,06 NotiKKof i°'!"epaynaent.
Notice of prepays dent of Certificates shall be mailed by the Trustee, not less than thirty
(',()) nor more than sixty (60) days prior to the prepayment date to (i} the respective Owners of
the Certificates designated for prepayment at their addresses appearing in, the Certificate
Runnier, (ii) the Securities Depositories and (iii) one or more Information Services. Notice of
prepaymcnt to rbc, Securities Depositories and the Information Services shall be given by
r nstc ed snail, ccrfrfied mail, overnight delivery or facsimile transmission or by such other
;method acceptable to such institutions. Each notice of prepayment shall state the date of such
notice, ire prepayment price, the place of prepayment (including the name and appropriate
address ul the Trustee), the Cl. SIP number (if any) of the Certificates to be prepaid, dud, if less
than all of the Certificates of' any one ,riaturity are to be prepaid, the distinctive certificate
numbers of the Certificates of such maturity to be prepaid and, in the case of Certificates to be
Prepaid ria part oil! ,V, the respective portions of -the principal amount thereof to be prepaid. Each
Such ro;rce shall also state that on said date there will become due and payable on each of said
Cctiificates the prepaymcnt price thereof and in the case of a Certificate to be prepaid in part
only. the specified portion of the principal amount thereof to be prepaid, with accrued and unpaid
interest thereof to the prepayment date, and that from and after such prepayment date interest
aoa er,-s eu -19-
thereon shall cease to accrue, and shall require that such Certificates be then surrendered at the
address of the Trustee speer@ed in the prepayment notice. Failure to receive such notice shall
not invalidate any of the proceedings taken in connection with such prepayment. The failure to
receive Such rioiicc nor anv defect therein shall affect the sufficiency of such prepayment.
In the event of prepayment of Certificates with optional prepayments of Installment
Payments pursuant to Section 5.02 of the Agreement, the Trustee shall mail a notice of
p;epayincnt upon receipt of a Written Request of the City but only after the City shall file a
C vrtificate of` tilt City with the Trustee that on or before the date set for prepayment, the City
ill deposit with or otherwise make available to the Trustee for deposit in the Debt Service Fund
the money required for payment of the prepayment price, including accrued interest thereon, of
all C ertil,cates then to be called ter prepayment (or the Trustee determines that money will be
dcposned ivith or otherwise made available to it in sufficient time for such purpose), together
with the estnnated expense oCgiving such notice.
H -notice of'prepayment has been duly given as aforesaid and money for the payment of
the prepayment pr ice of the Certificates called for prepayment is held by the 'Trustee, then on the
picpavment date designated in such notice the Certificates (or portions thereof) so called for
prepayment shall become due and payable, and from and after the prepayment date so designated
m1crest on such Certificates shall cease to accrue, such Certificates (or portions thereof) shall
cease to be entitled to anv benefit or security wider this Trust agreement and the Owners of such
Certificates rtes shall have no rights in respect thereof except to receive payment: of the prepayment
Price thereof trot) the moneys held by the Trustee for such purpose, and such moneys are hereby
piedg.ed to such payment.
All C'crtificates prepaid pursuant to the provisions of this Section shall be cancelled and
destroyed by the "1Tustee and shall not be redelivered.
Section 2.07 Execution ®f Certfaicate.l. The Certificates shalt be executed by the
-trustee 7v tlia manual signature of an authorized officer or signatory of the Trustee.
action 2.Gb `transfer and d'aansrrt czf Certafacatec, Any Certificate may, in
accordance with its terms, be transferred in the Certificate )register by the Person in whose name
It Is registered, in person or by his duly authorized attorney, upon surrender of such Certificates
at the Corporate I rust Office of the Trustee for cancellation accompanied by delivery of a duly
executed written instrument of transfer in a form acceptable to the Trustee. Whenever any
C',' --II i 1-1 c at o or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver
to the t ans(eree a new Certificate or Certificates of the same Certificate Payment Data
evidencing and representing a like aggregate principal amount in authorized denominations. Tyre
I t ustee shall require the payment by the Owner requesting such transfer of any tax or other
u:�enrnrental charge required to be paid with respect to such transfer as a condition precedent to
the exercise of such privilege. Services rendered and reasonable expenses incurred by the
1 r ustee, including the cost o1 printing any new Certificate, in connection with a transfer pursuant
to taus Section shall bee paid by the City.
I lie Truice may deem and treat the registered owner of any Certificates as the absolute
owner Msuch C'er(ificates for the purpose of receiving payment of the principal and interest and
dG490-€ E1C' _20_
prepayment premium, if any, evidenced thereby and for all other purposes, whether such
Certificales shall be overdue or not, and the Trustee shall not be affected by any notice or
krowiedge to the contrary, and payment of the interest and principal and prepayment premium,
if auv, crrdeneed by such Certificates shall be made only to such registered owner-, which
Payments shall be � mid and effectual to satisfy and discharge liability on such Certificates to the
extent of tire; sero or sums so paid.
I hc. Trustee shall not be required to register the transfer of any Certificate during the
Period commencing on the date 15 days preceding the selection of Certificates for prepayment
acrd end,ng on the date of mailing of notice of such prepayment, or any Certificate which has
been selected for prepayment in whole or in part. from and atter the day of mailing of a notice of
prepayment of such C'er iticates selected for prepayment in whole or in part.
Section 109 Exchange o9 C'ertificates. Certificates may be exchanged at the
Corporate Trust Office of the Trustee for Certificates evidencing and representing a like
gg-e. principal amount of Certificates of' the same Certificate Payment Date of other
Authorized Denominations, t he Trustee shall require the payment by the Owner requesting such
exchange of' any tax or other governmental charge required to be paid with respect to such
exchan c as a condition precedent to the exercise of such privilege. Services rendered and
reason,ablu expenses incuiTed by the Trustee, including the cost of printing any new Certificate,
it-, connection with an exchange pursuant to this Section shall be paid by the City.
Ilse TRIStee shall not be required to exchange any Certificate during the period
coanmencing on the date 15 days preceding the selection of Certificates for prepayment and
ending on the date of mailing of notice of such prepayment, or any Certificate which has been
selected ;or prepayment m whole or in part, born and after the day of mailing of a notice of
prepayment ofsuch Certificates to the date of prepayment thereof.
Se tion 2. I r) Certificate i2c istrats`oas lioolss. The Trustee will keep at its Corporate
r ; gist Office sufficient books for the registration and transfer of the Certificates which shall at all
tunes be open to inspection by the Corporation during regular business hours with reasonable
prior notice, and upon presentation for such purpose the Trustee shall, under such reasonable
u.,ulations as it may prescribe, register or transfer the Certificates in such books as hereinabove
provided,
Section 2-1 i mutilated, Destroved stolen or host Certificates. If any Certificate
shall hecorne mutilated the Trustee, at the expense of the Owner, shall thereupon execute and
dciiver a new Certificate of like tenor and amoant in exchange and substitution for the Certificate
so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every
mutilated Certificate so surrendered to the Trustee shad be cancelled and destroyed.
if any Ceriiftcate shall be lost, destroyed on stolen, evidence of such loss. destruction or
theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and
indernnitt satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner,
shall thereupon execute and deliver- a new Certificate of like tenor in lieu of and in substitution
for the C crtificatc so lost, destroyed or stolen.
{JOt SLA: $-63451 d
404916-s1 ( -21-
lire Trustee may require payment of a reasonable sum for each new Certificate delivered
under this Section and of the expenses which may be incurred by the Corporation and the Trustee
nr the premises. Any Certificate executed and delivered under the provisions of this Section in
Lau cf an v Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately
entitled to the bene is of this Trust Agreement with all other Certificates secured by this Trust
.lgrcremern, Thu Trustee shall not be required to treat both the original Certificate and any
replacement Certificate as being Ortsia.nding for the purpose of determining the principal
amours, oi' ('eyOucates which may be executed and delivered hereunder or for the purpose of
delcrnrirrne any percentage of Certificates Outstanding hereunder, but both the original and
rctlaccracnt C'erli icate shall be treated as one and the same.
`section 2 12 P�xsanAax C ertinsates. The Certificates executed and delivered under
this Tnrst Agreement may be initially executed and delivered in temporary form exchangeable
for definitive. Certificates when ready for delivery. The temporary Certificates may be printed,
lithographed or F,,,pewritten, shall be of such denominations as may be determined by the
Trustee, shall be in fully registered form and may contain such reference to any of the provisions
of this i rust Agreement as may be appropriate. Every temporary Certificate shall be executed
and del.; crcd by the Trustee, upon the same conditions and terms and in substantially the same
iodJUIer aS definiti\ c Certificates. If the Trustee executes and delivers temporary Certificates it
',t ill cxccule and furnish definitive Certificates and thereupon the temporary Certificates may be
surrendered, ter caneeliation, ir, exchange therefor at the Corporate Trust Office of the Trustee,
and the lrusfee shall deliver in exchange for such temporary Certificates definitive Certificates
cr iderrcrng and representing an equal aggregate principal amount of Certificates of authorised
dcnominatious_ Until so exchanged, the temporary Certificates shall be entitled to the same
i)cnetits under this Trust Agreement as definitive Certificates delivered hereunder.
` edion ?.1 ; 1se of Recallsj',Rtr� vstenz fcrr Ca rtif'Bc cies.
(a) file Certificates initially shall be delivered in the form of a single executed
fully re-Istcred securities certificate for cath stated Certificate Payment Date, in the aggregate
principal amount of the Certificates of such Certificate Payment Date. Upon initial delivery, the
ori,nershtp of all such Certificates shall be registered in the registration records maintained by the
vuistee pursuant to Section 2.10 hereof in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, '--Flew York ("DTC"), or such other nominee as DTC
shall request pursuant to the Representation Letter. 'Tie Trustee may treat DTC (or its nominee)
a, the stile and exclusive owner of the Certificates registered in its name for the purposes of
pa. went of -the principal amount or prepayment price and interest on such Certificates, selecting
the ('emit sates or portions thereof to be prepaid, giving any notice permitted or required to be
'J" ell to Owners hereunder, registering the transfer of Certificates, obtaining any consent or
orlol action to be taken by Oe ners of the Certificates and for all other purposes whatsoever; and
the trusted shall not be affected by any notice to the contrary. Neither the Trustee nor the
(`();potation shalt have any responsibility or obligation to any Participant (which shalt mean, for
IsuI'poses of this Section, securities brokers and dealers, banks, trust companies, clearing
Corporations and other entities, some of whorn directly or indirectly own DTC), any person
laimin a beneficial ownership interest in the Certificates under or through DTC or any
Participant, or anv other person which is not shown on the registration records as beinb an
Oti.,ner t;
participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal
amount of preaaymerit price o1' or interest on the Certificates (iii) any notice which is permitted
of required to be given to Owners of Certificates hereunder, (iv) the selection by DTC or any
Participant of any person to receive payment in the event of a partial prepayment of the
( ertii,cates, or IN any consent given or other action taken by DTC as Owner of Certificates.
1 lie h ustce shall pay all principal amonnt and prepayment price of and interest on the
C ortificates only at the times, to the accounts, at the addresses and otherwise in accordance with
the 12eprc sentation Getter, and all such payments shall be valid and effective to satisfy fully and
discharge the principal amonnt and prepayment price of and interest on the Certificates to the
ex lent o the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the
affect that DIC has determined to substitute a new nominee in place of its then existing
nominee, the Certificates will be transferable to such new nominee in accordance with
sUbsE'-C imi {e} of this Section.
fb) In the event that the Corporation determines that the beneficial owners of
the Certificates should obtain securities certificates, the Trustee shalt, upon the written
instruction of the Col'poration, so notify DTC, whereupon DTC shall notify the Participants of
,tire avariabihry through DTC of securities certificates. In such event, the Certificates will be
transferable in accordance with subsection (c) of this Section. DTC may determine to
discontinue providing its services with respect to the Certificates at any time by giving written
notice of >uch discontinuance to the Corporation and the Trustee and discharging its
responsibilities ,rill respect thereto under applicable taw. In such event, the Certificates will be
rrausiciable in accordance with subsection (c) of this Section. Whenever DTC requests the
Col-poratron and the Trustee to do so, the Trustee and the Corporation will cooperate with DTC
in talking appropriate action alter reasonable notice to arrange for another securities depository to
❑iainimn custody of all certificates evidencing the Certificates then Outstanding. In such event,
fire Ccri ficates will be transferable to such securities depository in accordance with
subsection (c) of this Section, and therea€ver, all references in this Trust Agreement to DTC or its
nominee shall be deemed to refer to such successor securities depository and its nominee, as
approp; mile.
(c) in the csent that any transfer or exchange of Certificates is authorized
under st,bsc ction (a) or (b) of this Section, such transfer or exchange shall be accomplished upon
receipt by the trustee from tire registered owner of the Certificates to be transferred or
exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance
.a ith (he applicable provisions of Sections 2_08 and 2.09 hereof" In the event Certificates are
dciivercd to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all
the Certificates, another securities depository as Owner of all the Certificates, or the nominee of
such sue 4ssor securities depository, the provisions of Sections 2.08 and 2.09 hereof shall also
apply to, among other things. the registration, exchange and transfer of the Certificates and the
rricthod of payment of principal amount or prepayment price of and Interest Installments
ctiidenccd by Ific Certificates,
404 ;,)-R i i, ?3
ARTICLE III
FUNDS AND ACCOUNT'S
Section -, J,1 installanerct Pavnzenta I{end iia �raa4t. The Installment Payments and any
Additional Payments to be deposited in the Reserve Fund shall be held in trust by the Trustee for
the benefit of the Owners from tune ro time of the Certificates, but shall nonetheless be
disburse". allocated and applied solely for the uses and purposes provided herein.
Seetton 3,02 I3eBaoait of Installaaaa>.nt Payments. The Trustee hereby agrees to
establish. maintain send hold in trust the "City of Lodi Wastewater System Revenue Certificates
of Participation, 2004 Series A Debt Service Fund" (the "Debt Service Fund") for so long as any
Grhficates shalt be. Outstanding hereunder. All Installment Payments, including any
prepayments thereof pursUant to Section 7.1 of the Agreement, received by the Trustee shall be
inunediatcly deposited in the Debt Service Fund and shalt be disbursed and applied only as
hereimfter provided.
,Section '.03 Establishment and lNZ;aintenance of Accounts in the Debt Service
Fuad. Subject to the provisions of Section S.0 t, all money in the Debt Service Fund shall be set
aside be the Trustee in the following respective special accounts within the Debt Service Fund
(each of winch is hereby created and each ofwhich the Trustee hereby agrees and covenants to
mainta)rn) in the following order of priority:
(a) Interest Account,
(b) Principal Account, and
(C Prepayment Account
All moz,ei in each of such accounts shall be held in trust by the Trustee for the benefit of the
Orr vers and shall be applied, used and withdrawn only for the purposes hereinafter authorized in
this Section.
(d) interest Account. On each Interest Payment Date, commencing on
October ', 2004, and on each other date when interest oil the Certificates becomes due and
patiable_ whether upon prepayment, acceleration or otherwise_ the "Trustee shall set aside from
the Debt Service Fund and deposit in the Interest Account that amount of money which is equal
io the amount of interest on the Certificates becoming due and payable on such Interest Payment
Date.
No deposit need be made to the Interest Account on any date if the amount
contained therein is at least equal to the aggregate amount of interest on the Certificates
becoming due and payable on such date.
All money in the Interest Account shall be used and withdrawn by the Trustee
soisly tnr the purpose of paying the interest as it shall become due and payable (including
accrued interest on Certificates purchased or prepaid prior to their respective Certificate Payment
Date),
MY si_A: o-.,
;OA91,-8 ar( -24-
(e) Pr—inO cul Account On each Certificate Payment Date, and oil each date
on which anv Certificate is to be prepaid in accordance with this Trust Agreement, the Trustee
shat! set aside h-nin the Debt Service Fund and deposit in the Principal Account an aniou.nt of
!none, equal to the principal amount of the Outstanding Certificates maturing on such date and
the principal amount of Certificates subject to mandatory sinking fund prepayment from
paymmnis of a principal amount of Installment Payments on such date pins any prepayment
p r ennuln payable ui connection ,with the pi-epayrnent of such Certificates on such date.
NO deposit need be made to the Principal Account on any date if the amount
t;antaincd therein is at least equal to the aggregate principal amount of Outstanding Certificates
maturing= and subject to mandatory sinking fund prepayment on such date.
All money in the Principal Account shall be used and withdrawn by the "Trustee
solely :or the purpose of paying the principal amount of Certificates as they mature or are
prepaid born mandatory sinking fund prepayments.
(f) Praaymcn Account. All prepayments of Installment Payments made by
tlEc City shall be deposited in [he Prepayment Account and applied to the payment, including
prepayment, or provision for the payment, of Outstanding Certificates as directed by the City.
Section 3.04 Reserve Fund.
(a) The Trustee shalt establish, maintain and hold under this Trust Agreement
a fund separate from any other fund established and maintained hereunder designated as the
"City o; Lodi System Revenue Certificates of Participation 2004 Series A Reserve
fend" {the ` RCSCne i'und"} Moneys in the Reserve Fund shalt be applied in accordance with
this Section.
(b) Upon the execution and delivery of the Certificates, the Trustee shall
credit the Reserve Policy to the Reserve Fund to satisfy the initial Reserve Fund Requirement
Avith respect to the Certificates. The Trustee shall apply proceeds from draws on the Reserve
Policy to the pa}u lent of principal of and interest on the Certificates as provided in subsection (c)
of this Section.
(c) The Trustee hereby agrees and covenants to maintain the Reserve Fund so
loi,g as the. Agreenncnt has not been discharged in accordance with its terms or any Certificates
err„gill C)utstanding hereunder. The Trustee shall deposit in the Reserve Fund the Reserve Fiand
Requirement and such other amounts transferred to the Trustee by the City pursuant to
Section ti 2(b) of the Agreement. Moneys on deposit in the Reserve Fund shall be transferred,
an(!. i f the amount of money then oil deposit in the Reserve Fund is insufficient therefor, amounts
shall be drawn on the Reserve Policy and transferred, by the Trustee to the Debt Service Fund to
pan Principal of and/or interest on the Certificates oil each date when such principal and/or
intcres; is dile and payable in the event amounts on deposit therein are insufficient for such
purposes- All imestments in the Reserve Fund shall be valued on January i of each year
he;�inning in January 2005, Amounts on deposit in the Reserve Fund in excess of the Reserve
! uLmd Rcquireinem shall, at the Wrilten Request of the City, be withdrawn from the Reserve
Xk �; A14,44i1-4
Fund and transferred to the City for deposit in the System Revenue Fund established under the
Agreement.
Section 3.05 IrnprMeMcnt Eua:cd.
(a) I`he I nrstee shall establish, maintain and hold under this Trust Agreement
a [land uparate icom any other Fluid established and maintained hereunder designated as the
"City of Lodi Wastewater System Revenue Certificates of Participation 2004 Series A
Improvement Fund" (the "Improvement Fund"). Moneys in the Improvement Fund shall be
expended for Costs of the Protect in accordance with this Section.
There shall be credited to the Improvement Fund the following amounts:
(1) the proceeds of sale of the Certificates required to be deposited
therein pursuant to Section 2.03 hereof; and
(2) all amounts transferred to the Improvement Fund pursuant to
Section 3.06 hereof; and
(3) any other funds from time to gime deposited with the Trustee to
pay Costs of the Project.
(c) The Trustee shall disburse moneys in the Improvement Fund from time to
time to pay for Costs of the Project directly or to reimburse the City for payment thereof upon
receipt cry the Trustee of a Written Request of the City substantially in the form of' Exhibit B
hcreto. 11, lie Trustee shall not be responsible for the representations made in such Requisition and
may conclusively rely thereon. The Trustee shall be absolutely protected in making any
disba,rsernent from the Improvement Fund in reliance upon a. Written Request of the City.
(d) Upon delivery to the Trustee and the Certificate Insurer of a Certificate of
Counpletion, the Trustee shall withdraw all remaining moneys in the Improvement Fund (other
than any moneys retained therein to pay costs not then duc and payable as certified in a
Ccrtificatc of the City), and shall transfer such moneys to the account in the Debt Service Fund
designated in a Certificate of tare City.
Section 3_()6 C'Ost olf Issuance dtund. (a) The Trustee shalt establish, maintain and
hold tinder this Trust Agreement a fund soparate from any other fund established and maintained
hereunder designated as the "City of Lodi Wastewater Systcm Revenue Certificates of
Parlicimmon 2004 Scries A Coal of Issuance Fund" (the "Cost of Issuance Fund"). Moneys in
thQ Cost of Issuance Fund shall be expended for Costs of Issuance in accordance with this
scun(a),
b) There shall be credited to the Cost of Issuance Fund the following
z}nA<?utfts.
((} the proceeds of sale of the Certificates required to he deposited
therein pursuant to Section 2.03 hereof:. and
(2) any other funds from time to time deposited with the Trustee to
pay Costs of Issuance.
(c) Fhe Trustee shall disburse moneys in the Cost of issuance Fund from time
t , time u, pay for Costs directly or to r eirrtburse the City for payment thereof upon receipt by the
rtt
I rustee of a Wren Request of the City substantially in the form of Exhibit C hereto. The
fr ustee shall not he responsible for the representations made in such Requisition and may
conclusrs cly reh thereon. 'file Trustee shall be absolutely protected in snaking any disbursement
from the Cost of Issuance Fund in rehance upon a Written Request of the City.
(d) Upon the earlier of' September 1, 2004 or the Trustee's receipt of written
ecrtification front the City that all Costs of Issuance have been paid, the Trustee shall withdraw
all remarning [Honeys in the Cost of Issuance Fend (other than any moneys retained therein to
p'v costs not ten due and payable as certified by the City Representative), shall transfer such
moneys to the Improvement Fund and shall close the Costs of Issuance Fund.
Section ()7 12etrafe 'rand.
(a) I'lle frustee shall establish, maintain and hold under this Trust Agreement
a land ticparate from any other fund established and maintained hereunder designated as the
"City Of Lodi Wastewater System Revenue Certificates of Participation 2004 Series A Rebate
Fund" (the "Rebate Fund").Within the Rebate fund, the Trustee shall maintain such accounts as
shAl he necessary to comply with the terms of the Tax Certificate. Subject to the transfer
provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund
shall be held by thc. Trustee us trust, to the extent required to satisfy the Rebate Requirement (as
defined in the Tax Certificate), for payment to the government of the United States of America.
None of the City, the Corporation nor the Owner of any Certificate shall have any rights in or
claim 10 mach money. All amounts deposited into or on deposit in the Rebate Fund shall be
governed by this Section, by Section 6.17 of the Agreement and by the Tax Certificate (which is
y r
incorporated herein beference). The Trustee shall be deemed conchrsively to have complied
.firth such provisions I it follows the directions of the City, including supplying all necessary
informitmorn in time manner provided in the Tax Certificate, and shall have no liability or
esponsibilrty to enforce compliance b} the City with the terms ofthe'rax certificate -
(b) Upon the Citv's written direction, an amount shall be deposited to the
Rcbate Fund by the, Fr Istee Froin deposits by the City if and to the extent required, so that the
balance of the Rebate Fund after such deposits shall equal the Rebate Requirement:.
ComnpulaiiOns of the Rebate Requirement shall be furnished by or on behalf of the City in
,accordance with the fax Certificate.
(c) l lie Trustee shall have no obligation to rebate any amounts required to be
rebated pursuant to this Section other than from moneys held in the Rebate Fund or from other
moneys provided to it by the Ciiy-
(d) The Trustee shall invest all amounts held in the Rebate Fund in Investment
Secua-flics as direered by the City, which directions shall be in compliance with the restrictions
%(A Sf tial ,.ill i
304 T[ -R
sell forth n the I ax Certificate.. Money shall not be transferred fi-otn the Rebate Fund except as
Provided ur paragraph (E) below.
(e) Upon receipt of the City s written directions, the Trustee shall remit part
or all of the balances in the Rebate Fund to the United States, as so directed. In addition, if the
City so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund
lironr or Hite such accounts or funds as directed by the City's written directions; provided,
11m -ver, only moneys in excess of the Rebate Requirement may be transferred out of the Rebate
Fund to st.c h other aceounts or funds or to anyone other than the United States in satisfaction of
the arbitrage rebate obligation. Any funds remaining in the Rebate Fund after prepayment and
payment of all of the Certificates and payment and satisfaction of any Rebate Requirement, or
Provision made therefor satisfactory to the Trustee, shall be withdrawn and remitted to the City.
(t) Notwithstanding any other provision of this Trust Agreement, including in
particular Article V11 hereof, the obligation to remit the Rebate Requirement to the United States
and to dimply with all other requirements of this Section, Section 7.03 of the Agreement and the
7 ,ax Cciti Cicate shall survive the defeasance or payment in full of the Certificates.
Section 3.08 Ike €>sit tud €uvestntents®f l ionev in iiccounts avid fund';. (a) All
monev held by the Trustee in any of the accounts or funds established pursuant hereto shall be
imcsted in Permitted Investments at the Written Request of the City (which shall be in
compliance with Section 5.03) filed with the Trustee which such Permitted Investments shall, as
nearly as I racticablur mature on or before the dates on which such money is anticipated to be
needed for disbursement hereunder, and the Trustee shall have no liability or responsibility for
ani; loss resuhing from any investment made in accordance herewith; pipvided, except for
investor i t agreements approved by the Certificate Insurer, money in the Reserve Fund shall not
be invested in any investment with a maturity extending beyond five years of the time of such
rnvestnlent. 11'110 sueh Wratten Request of the City is received by the Trustee, the Trustee shall
in, em such money in those Permitted Investments described in clause (D) of the definition
thereof subject to Section 5.03 hereof, all interest or profits received on any money in any fund
or account held hereunder (other than the Rebate Fund) so invested shall be deposited in the
Int -crest Account t1r the Debt Service Fund.
(h) 7`he Corporation (and the City by its execution of the Agreement)
acknowledges that to the extent regulations of the Comptroller of the Currency or other
i Pbcablc re ulatory entity grant the Corporation or the City the right to receive brokerage
confii-rnations of security transactions as they occur, the Corporation and the City specifically
waive receipt of such confirmations to the extent permitted by law. The Trustee will furnish the
CuToration and the City monthly cash transaction statements which include detail for all
int csIni in transactions made by the Trustee hereunder.
let 1 -he Frustee or any of its affiliates may act as principal or agent, sponsor,
ad-isor, principal, agent or manager- in connection with any investments made by the Trustee
hcrccmdcr. For investment purposes only, the Trustee may commingle the funds and accounts
CSI aril ishod he cunder, but shall maintain separate records relating to the investments for find or
account.
DO( ",1,\!s(,3u,i 4
roae>-a i-., ?8-
(d) The Trustee shall not be liable for any loss fi-orn any Permitted
Investnncnts acquired, held or disposed 01 -in compliance with the Section 3.06,
M The I iustee may rely on the investment instructions from the City that the
HIM] acted ntv estment is a permissible investment for the funds to be invested.
Section 3.09 YRel ante ore C)griraioua rhe Trustee may, in perforating the obligations
SO out ill Section 08(a) above, rely and shall be protected in acting or refraining from acting
upon an Opinion of Counsel furnished by fie City.
ARTICLE IV
SECURITY Y FOR C,F:RTIFIC'ATES
Section 4.01 Ass a mrocrit of Aureenient� Enforcement of Ohl ttnoxas; i rends and
Accounts, The Corporation hereby transfers, assigns and sets over to the Trustee all of the
histailntent Payments and any and all rights, title , interest and privileges it has in, to and under
the Agreement (other than its rights to expenses and indemnification pursuant to the Agreement),
includin . without limitation, the right to collect and receive directly all of the Installment
I'�ivments and tine right to enimce the provisions of the Agreement; and any Installment
Payments collected or received by the Corporation shall be deenned to be held, and to have been
collected or received, by the Corporation as the agent of the Trustee, and shall forthwith be paid
by the Corporation to the Trustee. The TRIStde also shall, subject to the provisions of this 'trust
A,ncemcnt, take all steps, actions and proceedings required to be taken as provided in any
opinion of counsel delivered to it, reasonably necessary to maintain in force for the benefit of the
Chvuers of the Certificates the Trustee's rights in and priority to the following security granted to
it for tilt payment of the Certificates_ the Trustee's rights as assignee of the Installment Payments
and all of rile Corporation's right, title, interest and privileges in, to and to the Agreement (other
than the (`orporation's rights to indemnification and expenses pursuant to the Agreement), and
all other tights and property which the "I UStee may receive in the future as security for the
Coilific ates .
All of the Sands and accounts held by the Trustee pursuant to this Trust
A,-reerncni shall be held in trust by the Trustee and applied solely as provided in this trust
Agreement provided, however, that notwithstanding in this Trust Agreernent to the contrary, all
amounts in such funds and accormts, other than the Rebate Fund, shall secure the payment of
amlount.s due with respect to the Outstanding Certificates and in the event moneys available to
the Trustee in the Debt Service Fund and the Reserve Fund are insufficient to pay when due the
principal and premium of and interest on the Outstanding Certificates, the Trustee shall apply
amounts in the funds and accounts held by it hereunder, other than the Rebate Fund, to such
pavincnt.
arwo�,_r etc. _?9-
ARTICLE V
COVENANTS OF THE ('Ofl21'OIi:1TION AND `['H3f,'fRUSTEE
See'.ion 01 Crannrrlaance with 'art€wt SEreeazaerst. The Trustee will not execute or
do liter any Cecb Beales in any manner other than in accordance with the provisions hereby; and
the Corporation will not suffer or permit any default by it to occur hereunder, but will faithfully
coin)]} irtth, keep, observe and perform all the agreements and covenants to be observed or
perfonnod by n contained herein and to the Certificates.
Section 5.02 Observance of flaws and Ile fat €ins. The Corporation and the 'Trustee
hilt faithfully comply with, keep, observe and perform all valid and lawful obligations or
regulations now sir hereafter imposed on them by contract, or prescribed by any taw of the
United Slates of lmerica or of the State of California, or, by any officer, board or commission
having jurisdiction or control, as a condition of the continued enjoyment of each and every
franchsc, nigh; or privilege naw owned or hereafter acquired by thein, including their right to
exist and carry on their respective businesses, to the end that such franchises, rights and
prrvileges shall be maintained and preserved and shall not become abandoned, forfeited or in any
manner impaired.
Section 5.03 Lax _Covenants.
(a) The Corporation hereby covenants with the Owners of the Certificates
hat, notwithstanding any other provisions of This Trust Agreement, it shall not take any action,
or fail to lake any action, if any such action or failure to take action would adversely affect the
1 ix-cxenipt status of interest on the Certificates under Section 103 of the Code. The
Cottaorall oil shall not, directly or indirectly, use or permit the use of proceeds of the Certificates
or any orthe property financed or ufinariced with proceeds of the Certificates, or any portion
thereof, by any person other than a governmental unit (as such term is used in Section 141 of the
Code!, In sueh iiiatmer or to such extent as would adversely affect the Tax-exempt status of
interest on the Certificates.
(b) The Corporation shall not take any action, or fait to take any action, if any
Ouch action or failure to take action would cause the Certificates to be "private activity bonds"
within the nieaning of Section 141 of the Code, and in furtherance thereof, shall not make any
use of the proceeds of the Certificates or any of the property financed or refinanced with
proceeds of -the lCertificates, or any portion thereof, or any other funds of the Corporation, that
would cause the C crtificates to be "private activity bonds" within the meaning of Section 141 of
the Code To that end, so long as any Certificates are Outstare ing, the Corporation, with respect
to such proceeds and property and such other funds, will comply with applicable requirements of
ilia: Code and all regulations of the united States Department of the Treasury issued thereunder,
o the =c:vtent such requirements are, at the time, applicable and in effect. The Corporation shall
csiablish reasonable procedures necessary to ensure continued compliance with Section 141 of
the Code and the continued qualification of the Certificates as "governmental bonds.,'
(c) fhe Corporation shall not, directly or indirectly, use or permit the use of
air, proceeds of anti Certificates, or of any property financed or refinanced thereby, or other
x,, St;i ua_s,
404e), -8 i _ 3a_
funds of the Corporation, or take or omit to take any action, that would cause the Certificates to
be "arbitrage bonds" within the meaning of Section 148 of the Code. To that end, the
Corporation shall comply with all requirements of Section 148 of the Code and all regulations of
the lhr ted States Department of the Treasury issued thereunder to the extent such requirements
are, at Inc tnue, in effect and applicable to the Certificates.
(d) The Corporation shall not make any use of the proceeds of the Certificates
or an -V other funds of the Corporation, or take or omit to take any other action, that would cause
the C'ett 6cates to be " Feder ally guaranteed" within the meaning of Section 149(b) of the Code.
tel In furtherance of the foregoing tax covenants, the Corporation covenants
that it "III comply with the provisions of the fax Certificate, which is incorporated herein as if
full), set forth herein. These covenants shall survive payment in full or defeasance of the
Cerli fic airs.
Section 5,04 Accto€antire1 We or€is and Ite�orts. 'file Trustee will keep or cause to be
kept proper books of record and accounts in which complete and correct entries shall be made of
all transactions made by the "Trustee relating to the receipts, disbursements, allocation and
aFuhCatron of tile. Installment Payments and the proceeds of the Certificates, and such books
shill be a.ailable for inspection by the Corporation, at reasonable horns and under reasonable
conditions. Not more than 180 days after the close of each Fiscal Year, the Trustee shall furnish
«t cause to be thrnished to the Corporation a complete financial statement covering receipts,
disburscrncnts, allocation and application of installment Payments received by the Trustee for
Such Ti; cal Year 'hire Corporation shall keep or cause to be kept such information as required
under the fax Certificate.
Section 5.05 Prosecution and Defense of Steeps. 'The Corporation will defend against
every suit, action or proceeding at any time brought against the Trustee upon any claim to the
cxlent arising out of the receipt, application or disbursement of any of the Installment Payments
and the proceeds of the Certificates or to the extent involving the failure of the Corporation to
fulfill its obligations hereunder pLovidod that the Trustee or any affected Owner at its election
may appear in and defend any such suit, action or proceeding. "fire Corporation will indemnify
and hold harmless the Trastue against any and all liability claimed or asserted by any person to
the cXteflt -wising out of such failure by the Corporation, and will indemnify and hold harmless
the Trustee against any attorney's fees or oiner expenses which it may incur in connect ori with
rn htigahon to which it may become a party by reason of its actions hereunder, except for any
loss, cost carnage or cxpensc resulting from the active or passive negligence, willful misconduct
or ltreaCl Of duly by the "Trustee.. notwithstanding any contrary provision hereof, this covenant
shall rcrnam in fall force and eifcct even though all Certificates secured hereby may have been
fully paid and satisfied.
Section 5,00 �razeczctcaaecits t®Arseaxaecat. The Corporation shall not supplement,
amend, modify or terminate any of the terms of the Agreement, or consent to any such
supplemcu€, a€uendment, or modification, without,: (i) so long as the Certificate Insurer is not in
default under [lie Certificate Insurance Policy, the prior written consent of the Certificate Insurer;
or (ii) if file Certificate Insurer is in default under the Certificate Insurance Policy and such
supplement, amendment, modification would materially adversely affect the interests of the
-51-
Oviers of the Outstanding Certificates, the Trustee first obtains the written consent of' the
f}rens of, ,.t rnatorrty in aggregate principal amount of tine Certificates then Outstanding to such
supplement, amcndnnent, or modification; provided, however, that no such supplement,
anrendnaent, or modification shall reduce the amount of Installment Payments to be made by the
City pr r suarrt to the ,Agreement, or extend the tune for making such Installment Payments in any
n;anner tlsrrt would require the consent of Certificate Owners pursuant to Section 7.0I(b) hereof
ire any manner not in compliance with Section 7.01 hereof.
S Ilion 5.07 The Trustee upon receipt of'a Written Request of
3hc Cort oration ,hall, at the expense of the Corporation, file, record, register, renew, refile and
rerecord all such documents, including financing statements for continuation statements in
unrrection therewilh}, all in such manner, at such times and in such places as may be required
aFId to the extent permitted by law in order to fully perfect, preserve and protect the security of
(he Owners and the rights and interests of the Trustee; provided, 12 vever, that the Trustee will
not be required to execute r special or general consent to service of process, or to qualify as a
foreign corporation in connection with any such filing, recording, registration, refiling or
rcrecording in anyjurisdiction in which it is not now so subject.
Section 5.08 Nrrtacee to I$atnn F 4 =errcaes. The Corporation shall provide the Rating
Agencies, will, copies to the City and the Certificate Insurer, with written notice upon the
occur'relcc of: (i) the resignation or removal of tine Trustee; or (ii) the acceptance of
appoinhuCul as successor- trustee hereunder promptly upon its becoming aware of such
resignanon, removal or acceptance.
Section 5-09 1"U ether Assurances. Whenever and so often as reasonably requested to
do so h,v the Trustee or any Owner, the Corporation will promptly execute and deliver or cause to
bre executed and dchverect all such other and further assurances, documents or instruments. and
prOmptly do or cause to be done all such other and further things as may be necessary or
easonably required in order to further and more Cully vest in the Trustee and the Owners all
rr<;hts, 1111crests, powers, benefits, privileges and advantages conferred or intended to be
corrterred upon them hereby.
:ARTICLE VI
THE TRUSTEE
Section 0 01 The ,Trustee.
aj [Name of Trustee], as the Trustee, shall receive all money which the
Corporation is required to deposit with the Trustee hereunder and for the purpose of allocating,
applyi!rg and using such money as provided herein and for tine purpose of paying the interest and
ptuicipal and prepayment premiums, if any, evidenced by the Certificates presented for payment
and for the purpose of canceling all paid or prepaid Certificates as provided herein. The
Corporation agrees that it will at all times maintain a Trustee having a corporate trust office in
Ciller San iirancisco, California or L,os Angeles, California.
MY 1..\i-. 4,441 IA
4049�i_8err -32-
(b) The Corporation may at any tune (unless there exists any Trust Event of
Default as defined in Section 8.01 hereof), and upon written direction from the Certificate
Insurer shall, remove the 'Trustee initially appointed and any successor thereto and may appoint a
successor or successors thereto by an instrument in writing, provided that any such successor
shall be a banking corporation or trust company doing business and having a principal office in
either San Francisco, California or Los Angeles, California, having a combined capital
(cxc;us r c of bor rowed capital) and surplus of at least seventy-fivc million dollars ($75,000,000)
and sutrect to supervision or examination by federal or state Corporation, acceptable to the
C ertiiicatc insurer, 11 -such banking corporation or trust company publishes a report of condition
Eft least <urnnally, pursuant to law or to the requirements of any supervising or examining
Corporation abo.e referred to, then for the purpose of this Section the combined capital and
Surplus Of such hank or trust company shall be deemed to be its combined capital and surplus as
et fcrtlr ill its most r eceitt report of condition so published. The Trustee may at any time resign
hti giving �iiitten notrce of such resignation to the Corporation and the Certificate hrsurer and by
Mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the
Corporation shall promptly appoint a successor 'Trustee by an instrument in writing. Any
removal or resignation of a Trustee and appointment of a successor Trustee shall become
cR'Wave only upon the acceptance of appointment by the successor Trustee. If, within thirty
(sU) day , arfter notice of the removal or resignation of the Trustee no successor Trustee shall
have been appointed and shall have accepted such appointment, the removed or resigning
l ustee onay pennon any court of competent jurisdiction for the appointment of a successor
Trustee, Much court rray thereupon, after such notice, if any, as it may deem proper and
prescribe and as inay he required by law, appoint a successor Trustee having the qualifications
required hercby.
(C The trustee shall, prior to a Trust Event of Default, and after the curing of
all Events of Default that may have occurred, perform such duties and only such duties as are
pcarfic illy set forth in this Trust Agreement and no implied duties or obligations shall be read
I nto this [ nrst Av7rcement. The Trustee shall, during the existence of any Trust Event of Default
{that ha, not been cured), exercise such of the rights and powers vested in it hereby, and use the
same de<=i ee of care and skull in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of -his own affairs.
Section 6.02 t,iabilit O. Of Truste(i.
(a) hhe recitals of facts, agreements and covenants herein and in the
Certificates shall be taken as recitals of facts, agreements and covenants of the Corporation, and
the. Trustee assumes no responsibility for the correctness of the sante or makes any representation
as to the sufficiency or validity hereof or of the Certificates, or shall mem- any responsibility in
respect thereof other than in connection with the rights or obligations assigned to or imposed
upon it herein, in the Certificates or in law or equity. The Trustee shall not be liable in
connection will) the performance of its duties hereunder except for its own active or passive
Mcg I ence, wilful misconduct or breach of -duty.
(b) The Trustee shall not be liable for any error of _judgment made in good
faith LGA a responsible of iiul, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts.
-33-
(c) File trustee shah not be liable with respect to any action taken or omitted
(o be taken by it in good farth in accordance with the direction of the Owners of not less than a
majority a, aggregate principal amount of the Certificates at the time Outstanding, relating to the
tune, method and place of conducting any proceeding for any remedy available to the Trustee, or
excrcism,, any trust or power conferred upon the Trustee hereunder.
(dj The 'C-ustee shall be under no obligation to exercise any of the rights or
powers estcd in it hereby at the request, order or direction of any of the. Owners pursuant to the
provisir �r4 hereof unless such Owners shalt have offered to the Trustee reasonable security or
mdemrat� rgainst the costs, expenses and liabilities that may be incurred therein or thereby. The
Trustee has no obligation or hability to the Owners for the payment of interest, principal or
plVpaymCut premium, if' any, evidenced by the Certificates from its own funds; but rather the
it ustee's obligations shall be limited to the performance of its duties hereunder.
(e.) File I r race shall not be deemed to have knowledge of any default
h , reunoer or default under the Agreement unless and until it shall have actual knowledge thereof
or shall (rage received written notice thereof at its Corporate Trust Office. Except as otherwise
xpressiv provided herein, the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions. covenants or agreements herein or of
anv of the documents executed in connection with the Certificates or as to the existence of a
default hereunder.
M Tile Trustee shall be entitled to advice of counsel and other professionals
concern nall matters of trust and its duty hereunder, but the Trustee shall not be answerable for
the professional malpractice of any attorney--at-law or certified public accountant in connection
with the rendering of his professional advice in accordance with the terms hereof, if such
attortrey-at-law or certified public accountant was selected by the Trustee with due care.
(g) The Trustee shall not be concerned with or accountable to anyone for the
subsequent use or application of a.ny moneys which shalt be released or withdrawn in accordance
with the provisions hereof.
(h) Whether or not therein expressly so provided, every provision hereof or of
the Agrcemant or any related documents relating to the conduct or affecting the liability of or
affording protection to the'T rustee shall be subject to the provisions of this article.
i} The Trustee shall he protected in acting upon any notice, requisition,
resolution, request, consent_ order, certificate, report, opinion, bond, facsimile transmission,
ulcctror=_tc mail or other paper or document believed by it to be genuine and to have been signed
or nresented by the proper party or parties. The Trustee may consult with counsel, who may be
counsel of or to the Corporation, with regard to legal questions, and the opinion of such counsel
shat] be full and complete authorization and protection in respect of any action taken or suffered
by it hereunder in good faith and in accordance therewith.
(i) Whenever in the administration of its rights and obligations hereunder the
r -ustee .hall deem it necessary or desirable that a matter be established or proved prior to tatting
or �u fcrhng any action hereunder, such matter (unless other evidence in respect thereof be herein
40�1)11` 3d-
,pecifically prescribed) may, in the absence in had faith on the part of the Trustee, be deemed to
be couc Iusively }moved and established by a Certificate of the Corporation, which certificate
shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof
upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence
^f such matter or Wray require such additional evidence as it may deem reasonable.
(k) No provision of this Trust Agreement shall require the 'Trustee to expend
or tisli €i: own hinds or oth.ncise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of its rights or powers.
(I) The Trustee shall have no responsibility, opinion or liability with respect
o env information, statement or recital in any offering memorandum or other disclosure material
pr criared or distributed with respect to the execution and delivery of the Certificates.
(m, All immunities, indemnifications and releases from liability granted herein
to, the Trustee shall extend to the directors. employees, officers and agents thereof.
(n) Any company into which the Trustee may be merged or converted or with
which it may be, consolidated or any company resulting from any merger, conversion or
consolidation to which it shall be a party or any company to which the Trustee may sell or
transfer all or substantialiy all of its corporate trust business, so long as such company shall meet
ihu ieguirements set forth in Section 6.01, shall be the successor to the Trustee and vested with
all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges
d all other matters as was its predecessor_ without the execution or filing of any paper or
further act, arvthing herein to the contrary notwithstanding.
(o) file. Trustee may become the owner or pledgee of any Certificates with the
same rights it would have if it were not Trustee.
Section 6.H3 Coaar'wiRssation and lndem"ification of Trustee, The Corporation
COV(nauts to pay to the Trustee from tittle to time, and the Trustee shall be entitled to, reasonable
compensation. for all services rendered by it in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and the Corporation will pay or reimburse the Trustee upon
its request for all expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions hereof (including the reasonable compensation and the
expense,,; and disbursements of its counsel and of all persons not regularly in its employ) except
anv such e=xtrense, disbursement or advance as may arise from its negligence, default or willful
Fu;
kcondact the Corporation, to the extent permitted by law, shall indemnify, defend and hold
harmless the. Truslec against any loss, damages, liability or expense incurred without negligence,
default or tvillfiil misconduct on the part of the Trustee arising out ofor in connection with (i) the
acceptance or administration of the trusts created hereby, or the exercise or performance of any
of is ponders or duhcs hereunder, or (it) any untrue statement or alleged untrue statement of any
material tact or omission or alleged emission to state a material fact necessary to make the
st tenre,tts made, in the light of the circumstances under which they were made; not misleading
;n airy official statement or other offering circular utilized in connection with the sale of, any of
the Certificates, including costs and expenses (including attorneys' fees) of defending itself
agaurst any clam; or liability in connection with the exercise or performance of any of its powers
35-
horeunder. The rights of the Trustee and the obligations of the Corporation under this section
shall su=itve the discharge of the Certificates and this Trust Agreement and the resignation or
removal of the Trustee.
Section 0.04 Notices to Ratiaa Aas axcies. The Trustee shall provide the Rating
ygencics, with copies to the (')ty and the Certificate Insurer, with written notice upon the
occurrence of 0) he discharge of Liability on any Certificates pursuant to Section 10.02; (it) the
prepayment or- purchase of all Certificates; or (iii) a material change in this Trust Agreement or
the Agrccnrcnt, upon its receipt of written notice of any such changes. The Trustee shall also
nolifv ,m r Rating Agency of any material changes to any of the documents to which the Trustee
r, a part,-. upon its receipt of written notification of any such changes.
ARTICLE V11
AMENts Mtr,;N r O THE TRUST AGREEMENT
Suction y 01 Aasacaadrnent of the 1'raast Agreement. (a) Except as provided in
subsection (b) and (c) of this Section 7.01, this Trust Agreement and the tights and obligations of
the Corporation and of the Owners may be amended at any time by a Supplemental Trust
Agreement which shall become binding when (i) the written consent of the Certificate Insurer if
the Certificate hlsnrer is not in default under the Certificate InSUranee Policy; or (ii) if the
C erttficate Insurer is in default under the Certificate Insurance Policy, the written consents of the
Ovners of a inaorrly in aggregate principal amount of the Certificates then Outstanding,
exclusive of (;erttficates disqualified as provided in Section 7.02 hereof, are filed with the
T, ustee. pwv_ided, that before executing any such Supplemental Trust Agreement the Trustee
nay first Obtain at ?he Corporation's expense an Opinion of Counsel that such Supplemental
frust ust Agreement complies v; ith the provisions of this Trust: Agreement, on which opinion fire
Trustee may conclusively rely.
(b) No amendment to the Agreement or this Trust Agreement shall (1) extend
the 0c11i!icate Paymcnt Date of, or change the payment dates of, or reduce the rate of interest or
Prnrcipal I115ta11mcnts, Interest Installments or prepayment premntm, if any, evidenced by any
C'crti reale wlrthour the express written consent of the Owner of such Certificate, or (2) reduce the
Percentage oP C.uiificates required 1 -or the written consent to my such amendment without the
express ,Sullen consent of the Owners of all Outstanding Certificates, or (3) modify any rights or
obligations of the Trustee without its prior written assent thereto. Copies of any amendments
made to this Trust Agreement which are consented to by the Certificate Insurer shall be sent to
S&P.
(c) Fie frust Agreement and the rights and obligations of the Corporation
and of the Owners may also he amended at any time by a Supplemental Trust Agreement which
h,r11 becon;e birtdmg upon adoption without the consent of any Owners, but with the prior
Writ'," consent of the Certificate Insurer if the Certificate Insurer is not in default under the
Certrticatc Insurance Policy, and only to the extent permitted by taw, for any one or more of the
fol lois my purposes:
1)0r ,1
„_ er -36-
(i) to add to the agreements and covenants required herein to be
performed by the Corporation other agreements and covenants
thereafter to be performed by the Corporation, or to surrender any
right or power reserved herein to or conferred herein on the
Corporation;
(ii) to make such provisions for the purpose of curing any ambiguity or
of correcting, curing or supplementing any defective provision
contained herein or in regard to questions arising hereunder which
the Corporation may deem desirable or necessary and not
inconsistent herewith;
(iii) to add to the agreements and covenants required herein, such
agreements and covenants as may be necessary to qualify this
Frust Agreement under the Trust Indenture Act of 1939;
(iv) to make any amendments or supplements necessary or appropriate
to preserve or protect the exclusion of interest evidenced by the
Certificates from gross income for federal income tax purposes
under the Code or the exemption of the Interest Installments from
State of California personal income taxes;
(v) to make such amendments or supplements as may be necessary or
appropriate to maintain any then current rating on the Certificates
by any of the Rating Agencies;
(vi) to add to the rights of the Trustee; or
vii) for any purpose that will not materially adversely affect the
interests of the Owners.
scetion 7.02 I}isaarnals`fzed Certificates, Certificates owned or held by or for the
account of the Corporation or the City shall not be deemed Outstanding for the purpose of ally
consent or other action or any calculation of Outstanding Certificates provided in this article, and
shall urot be entitled to consent to or take any other action provided in this article_ Upon the
request oi, the Trustee, the Corporation shah specify to the Trustee those Certificates disqualified
Pursuant to this Section.
`;cetior 7.03 hndtsracaarc�f ar itctsiacaraaent aif Certifacatee R 9'ter .�meae€itneant_ Acker
the effective date of any action taken as hereinabove provided, the Corporation may determine
that the t crtilicatcs may bear a notation by endorsement in form approved by the Corporation as
to such action, and in that case upon demand of the Owner of any Outstanding Certificates and
presentation of such Owner's Certificate for such purpose at the Corporate Trust Office of the
L ustc,: it suitable notation as to such action shall be made on such Certificate. If the Corporation
,shall so dciermine, ureic Certificates so modified as, in the opinion of the Corporation, shall be
nc csear} u, confrnan to seuch action shall be prepared and executed, and in that case upon
demand of the of any Outstanding Certificate a new Certificate or Certificates shall be
xx ,t vrat r;ra
10410. a -37-
exchanged at the Corporate Trust Office of the Trustee without cost to each Owner for its
Certificate or Certificates then Outstanding upon Surrender of such Outstanding Certificates.
Section 7 ted Aruen(aanent B) L utural Consent. The provisions of this article shall not
patient :zny Owner from accepting any amendment as to the particular Certificates held by him,
pro\ idod that due notation thereof is made on such Certificates.
ARTICLE Vill
9 V FNTS OF IIIi;I<AULT ANI) REMEDIES € F OWNERS
Section 8 of Trust Events of Default• 4eeeleration� Waiver of Default. The
following shad be frost Events of Default hereunder: (i) an Agreement Event of Default shall
happen and be continuing or (ii) the Corporation shalt default in the observance of any of the
coveraiats, agreements or conditions on its part contained in this Trust Agreement, if such default
shall hav c continued for a period of sixty (60; days after written notice thereof, specifying such
dCf ault MId r: quo tog the same to be remedied, shalt have been given to the City and the
('orporatron by the Trustee, or to the City, fisc Corporation and the Trustee by the Owners of not
less than; twenty-five per cent (2s%) in aggregate principal amount of the Certificates at the time
Outstandtrtg.
Section 8,02 'Remedies. if a Trust Event of Default shall happen and be continuing
hereundei Trustee shall have the right:
(a? to exercise the remedies provided to the Corporation in the Agreement;
provided, that nothing contained herein shalt affect or impact the right of action of any Owner to
institute suit directly against the City to enforce payment of the obligation evidence( by such
ihvner's C'erti bcates:
(b) by mandamus or other action or proceeding or suit at law or in equity to
enforce lite Corporation's rights under the Agreement against the City or any officer or employee
thereof, and to compel the City or any such officer or employee or the Corporation, as
appltcablc to perform or carry out its or his duties under law and the agreements and covenants
required to be performed by it or him contained in the Agreement or this Trust Agreement;
(C) by suit in equity to enjoin any acts or things which are unlawful or violate
Ilw Iighis of the 'I rustee;
dP) by suit in equity upon the happening of any Trust Event of Default
hereunder to enforce the Corporation's rights under the Agreement and the Trustee's rights under
this "best Agreement and to require the City and its officers and employees and the Corporation
to account as the LrUstee of an express trust; or
(e) by mandamus or other action or proceeding or suit at law or in equity, to
purstic any otlacr remedy now or hereafter existing in law or in equity or by statute or otherwise
to enforce the performance of the Corporation's obligations hereunder and to otherwise protect
the I'rusu ti's sights .anti interests in connection with this Trust Agreement.
na<si> .x6445;.
sr -38-
Section 8.03 Non -Waiver. A waiver of any default or breach of any duty or contract
by the I rustee shall not affect any subsequent default or breach of duty or contract or impair any
tights or remedies on any such subsequent default or breach of duty or contract. No delay or
omission by the Trustee to exercise any right or remedy accruing upon any default or breach of
duty OF contract shall impair any such right or remedy or shall be construed to be a waiver of any
such default or breach of duty or contract or any acquiescence therein, and every right or remedy
c(,rif,.rr d upon tile Trustee by law or by this article may be enforced and exercised from time to
time and as often as shall be deemed expedient by the Trustee.
if' any action, proceeding or suit to enforce any right or to exercise any remedy is
abandoned or determined adversely to the Trustee, the Corporation, the Trustee and the City
shall be restored to (heir former positions, rights and remedies as if such action, proceeding or
suit had not been brought or taken.
`rection 8.(}4 Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Trustee or the Owners is intended to be exclusive of any other remedy, and each such
rcmedx shalt be cumulative and shall be in addition to every other remedy given hereunder or
now or hereatter existing in law or in equity or by statute or otherwise and may be exercised
withorn exhaustime and without regard to any other remedy conferred by law.
.Section 8,05 leo -Liability by the City to the Owners. Except for the payment when
due of the Installment Payments and the performance of the other agreements and covenants
required to be performed by it contained in the Agreement, the City shall not have any obligation
or liability to the Owners with respect to this Trust Agreement or the preparation, execution,
dchvcry or transfer of the Certificates or the disbursement of the Installment Payments by the
Trustee to the Owners, or with respect to the performance by the Trustee of any right or
ohligation required to be performed by it contained herein.
Section 8,00 No Liabifity� bj the Trustee to the Owners. Except as expressly
provided herein, the Trustee shall not have any obligation or liability to the Owners with respect
to the payment when due of the Installment Payments by the City, or with respect to the
performance by the City of the other agreements and covenants required to be performed by its
contained in the Agreement.
AWI'ICLE IX
DEFEASANCE
l4%NCIi,
Section 9_M Defeasance of Certificates.
(a) Methods. If and when any Outstanding Certificates shall be paid and
d€,char_r*cd m any one or more ofthe following ways
(i) jirent: by well and truly paying or causing to be paid the
principal and interest evidenced by such Certificates, together with any and
prepayment premiums, as and when the same become due and payable;
DO( :•s,.% 461.+ i y
(ii) Cash: by irrevocably depositing with the Trustee, in trust, at or
before maturity or the date of prepayment, as applicable, an amount of cash which
(together with cash then on deposit in the Debt Service Fund and the Reserve
Fund, in the event of payment or provision for payment of all Outstanding
Certificates) is sufficient to pay such Certificates, including all principal and
interest evidenced by such Certificates, together with any and premium, as the
same become duc; provided, however, that if such Certificates are prepaid prior to
their maturity dates, the Trustee shall have given, or shall receive irrevocable
instructions to give, notice of' such prepayment as provided in this Trust
At'l-cement; or
(ill) Defeasance Securities: by irrevocably depositing with the Trustee,
in trust, at or before maturity or the date of prepayment, as applicable, noncallable
Defeasance Securities together with cash, if required, in such amount as will, in
the opinion of an independent certified public accountant delivered to the Trustee,
together with interest to accrue thereon (and, in the event of payment or provision
for payment of adl Outstanding Certificates moneys then on deposit in the Debt
Sc vice Fund and the Reserve Fund together with the interest to accrue thereon),
be fully sufficient to pay such Certificates (including all principal and interest
c.r idenced by such Certificates, together with any and prepayment premiums), as
the same became due; provided, however, that if such Certificates are prepaid
prior to their maturity dates, the Trustee shall have given, or shall receive
irrevocable instructions to give, notice of such prepayment as provided in this
frust Agreement;
then, no(withstanding that any such Certificates shall not have been surrendered for payment, all
Oil igattons under this Trust Agreement of the Corporation (if any), the Trustee and the City with
respcct to such Certificates shall cease and terminate, except only the obligation of the Trustee to
pay or cause to be paid, solely from funds deposited pursuant: to paragraphs (1), (2) or (3) of this
Suction, as applicable, to the Owners of the Certificates not so surrendered and paid all suns due
,,,,th I0Sreet to tl.e principal and interest csidenced by such Certificates, and in the event of
deposits pursuant to paragraphs (1), (2) and (3) of this Section, the Certificates shall continue to
representw
proportionate intcrests of the Oners thereof in Installment Payments under the
Agrccal ent.
If' moneys or securities are deposited with and held by the Trustee as hereinabove
provided, the Trustee shall mail a notice, first-class postage prepaid, to the Owners of the
applicable Certificates at the addresses listed on the Certificate Register, stating that (a) moneys
or DcFeasance Securities are so held by it, and (b) that all obligations under this Trust Agreement
�N nth respect to such Certificates have been released in accordance with the provisions of this
Section cxcepf only the obligation of the Trustee to pay or cause to be paid, solely from the funds
Mid De easance Securities deposited pursuant to this Section, all sums due with respect to the
principal and interest evidenced by such Certificates,
Section 9,02 Discharge of Trust AXeenfeni[. When all Certificates shall have been
paid and discharged as provided in Section 9.01 (except for the right of the Owner and the
ohngatiour of the ITustee to have the money and securities mentioned therein applied to the
1)(;( Si , 1 aaaa;,a
1,:00 as: -40-
Payment of Certificates as therein set forth), then and in that case the obligations created by this
Trust Agreerrnent shall thereupon cease, determine and become void except for the right of the
Owners and the obligation of the Trustee to apply such moneys and securities to the payment of
the Cer tri cites as herein set forth and the right of the Trustee to collect any fees or expenses due
hereunder and the Trustee shall tux over to the City, as an overpayment with respect to
Instatbnent Payments, all balances remaining in any of the funds or accounts held hereunder
other fliaii the Rebate Fund and moneys and Defeasance Securities held for the payment of the
Certificates at maturity or on prepayment, which moneys and Defeasance Securities shall
Continue to E e held by the Trustee in trust for the benefit of the Owners and shall be applied by
the I'r ustcv to the payment, when due, of the Installracnt Payments evidenced by the Certificates,
and aiier such pa}nnent, this Trust Agreement shall become void.
1'pon receipt of a Request of the City, the 'Trustee shall cause an accounting for such
period os periods as may be requested by the City to be prepared and filed with the City and shall
execute and deliver to the City all such instruments as may be necessary or desirable to evidence
the discharge and satisfaction of the Agreement and this Trust Agreement.
Section 9,03 Scfrvivia Ilro isiw s. Notwithstanding the satisfaction and discharge
hereof, the Trustee shall retain such rights, powers and privileges hereunder as may be necessary
or eou%cruent for the payment of the principal, interest and prepayment premium, if any, on the
C `crtificates and Cor the registration, transfer and exchange of the Certificates.
Section 9,04 Istvrrtexsts b {:erii Bate iaasurer. Notwithstanding anything contained
rn this I rust Agreement to the contrary, in the event that the Interest Installments and/or the
Principal Installments evidenced by any of the Certificates shall be paid by the Certificate Insurer
pursuant to the Certificate Insurance Policy, such Certificates shall remain Outstanding
hereUndcr for all purposes, shall not be defeased or otherwise satisfied and shall not be
considered paid, and the assignment and pledge hereof and all agreements, covenants and other
obligations of the City under the Agreement assigned to the Trustee for the benefit of the Owners
of the Ccrtificates shall c.,onlinue to exist and shall run to the benefit of' the Certificate Insurer,
and 111e. f s 11ficatc insurer shall be subrogated to the rights of such Owners.
ARTICLE
PROVISIONS IRELAHNG TO CERTIFICATE INSURANCE I'OLKN
Section 10.01 Certificate Insuran I'vk$eY. Notwithstanding anything to the contrary
contained herein rnvamount drawn under the Insurance Policy will be available only for
paviiient of Irrstallment Payments evidenced by the Certificates pursuant to the provisions of this
Fyrtcie X.
`lection l t} 0?- 1'ayrxreaat 1'a�oecdrea u Usrder the Ca rtifieate fltasuraatee P®lieu.
(a) In the event that, on the second Business Day, and again on the Business
Day, prior to ttne Payment Date, the Trustee has not received sufficient moneys to pay all
,uuoums, due ti*lith respect to the Certificates due on the second following or following, as the
Mase nnav be, Business Day, the Trustee shall immediately notify the Certificate Insurer or its
designee on the same Business Day by telephone or telegraph, confirmed in writing by registered
Or certified n9ail. of the amount of the deficiency.
tb) If the deficiency is made up in whole or in part prior to or on the payment
date, the I rustee shall so notify the Certificate Insurer or its designee.
(c) in addition, if the Trustee has notice that any Owner has been required to
disgorge Installment Payments evidenced by the Certificates to a trtlStee in bankruptcy or
creditors or others pursuant to a final judgment by a court of competent jurisdiction that such
payment constitutes an avoidable preference to such Owner within the meaning of any applicable
bankruptcy laws. then the Trustee shall notify the Certificate Itlsnl-er or its designee of -such fact
hv telephone or telegraphic notice, confirmed in writing by registered or certified mail,
section 10.03 `i`t stec as Attorlle -fin-fact. The Trustee is hereby irrevocably
desilnrated, appointed, directed and authorized to act as an attorney-in-fact for Owners of the
Certificates as follows:
(a) if and to the extent the 'hrustee has not received sufficient moneys to pay
the Interest installments evidenced by the Certificates, the Trustee shall (i) execute and deliver to
State Street Bank and Trust Company, N.A., or its successors under the applicable Certificate
Insurance Policy (the "Insurance Paying Agent'), in form satisfactory to the Insurance Paying
1,cm, an instrument appointing the Certificate Insurer as agent for such Owners in any legal
Proceeding related to the payment of such interest and an assignment to the Certificate hlsurer of
the claiims for interest to which such deficiency relates and which are paid by the Certificate
In .urer. r ii1 r eceiv e as designee of the respective Owners (and not as Trustee) in accordance with
the lenor of the applicable Certificate Insurance Policy payment from the Insurance Paying
Arent r� nth respect to the claims for interest so assigned, and (iii) disburse the same to such
respective Owners; and
(h) if and to the extent the Trustee has not received sufficient moneys to pay
the Principal tnstnllments evidenced by the Certificates or the Series D Certificates, the Trustee
shall (i) cxecuic and deliver to the Insurance Paying Agent in fornn satisfactory to the Insurance
PaVjng :gent an instrument appointing the Certificate Insurer as agent for such Owner in any
legal proceeding relating to the payment of such Principal Installment and an assignment to the
Certificate Insurer of any of the Certificates surrendered to the Insurance Paying Agent of so
much o , fire Principal installment thercof as has not previously been paid or for which moneys
arc not yield by the Trustee and available for such payment (but such assigrnnent shall be
delle erect only if payinncnt fi-om the Insurance Paying Agent is received), (ii) receive as designee
of the respeclivc Owners (and not as Trustee) in accordance with the tenor of the applicable
insurance Pohcy payment therefor from the Insurance Paying Agent, and (iii) disburse the same
to such Owners.
Section I (H)4 NO Discharm.
(a) hnstalhment Payments evidenced by the Certificates disbursed by the
1 rusice from proceeds of the applicable Certificate Insurance Policy shall not be considered to
dischar,c the obligation of the City with respect to such Installment Payments, and the
UOC'sL. A � tibd4 i ;«
oaw-s i;x' -42-
C crtificatc Insurer shall become the owner of such unpaid Certificates and claims for the interest
to accordance with the tenor of the assignment made to it under the provisions of this Article or
o het-tvise.
(b) Irrespective of whether any such assignment is executed and delivered, the
Corporation and the Trustee hereby agree for the benefit of the Certificate Insurer that: (i) they
scognvc that to the extent the Certificate hisurer makes payments, directly or indirectly (as by
prying through the Trustee), on account of Installment Payments evidenced by the Certificates,
the Certificate Insurer will be subrogated to the rights of such Owners to receive the amount of
such 3nstalhnent Pavments evidenced by the Certificates from the City, with interest thereon as
provided and solely frorn the sources stated in the Agreement and such Certificates; and (ii) they
will accordingly pay Co file C"e tifcare Insurer the amount of Installment Payments (including
pi incipal and into lest recovered under subparagraph (ii) of the first paragraph of the applicable
Certificate 111Surancc Policy, which principal and interest shall he deemed past due and not to
have herr paid), with interest thereon as provided in the Agreement and such Certificates, but
only From the sources and in the manner provided in the Agreement for the payment of Principal
Installments and interest installments with respect to such Certificates to Owners, and will
oilncrwtse treat tilt: Cet2ificate hnsarer as the owner of such rights to the arnount of such principal
and interest.
Section
Section 1 O) 05 [Zi is of Certificate Insurer. 'Notwithstanding anything to the contrary
contained herein, so long as the Certificate lusurer is not in default under the Certificate
Insurance: Police, (a) the Certificate Insurer, acting alone, shall have the right to direct all
remedies upon, the occurrence and during the continuance of a Trust Event of Default, (b) the
Ccrtificatc Insurer shall be deemed to be the Owner of each Certificate it insures for the propose
of exercising all tights and privileges available to such Owners, (c) the Certificate Insurer shall
nave tine tight to urstitute any suit, action or proceeding at law or in equity under the same terms
as an Owner in accordance with the applicable provisions of this Trust Agreement and (d) except
for a prepaymeni pursuaut to the terns of Section 2.07 or 2.08 of this Trust Agreement, there
shatl be no acceleration in the payment of principal with respect to the Certificates without the
prior written consent ofthe Certificate insurer.
Sectio-, 10,06 Notices, The Certificate Insurer shall receive copies of all notices
required to be delivered to Owners or to the "Trustee and, on an annual basis, copies of the City's
audited financial statements and annual budget, if any. The Certificate insurer shall receive
notice ol'the 3esrgnation or removal of the Trustee and the appointment of a successor thereto.
the C'1-ofi ate insurer shall also receive notices of any amendment to this Trust Agreement
which docs not require its prior consent. Copies of any amendments made to this Trust
Agreement which are consented to by the Certificate Insurer, the defeasance of Certificates
J)LH-suaot to Article X. and any acceleration of the maturity of the Principal Installments pursuant
to scction 1 8 1 of the Agreement shalt be sent to S&P.
c -43-
ARTICLE XI
MISCELLANEOUS
LA1'dI%OUS
Section 11,01 Benefits of this Teri -t btneerraent. Nothing contained herein, expressed
w implied, is intended to give to any person other than the Corporation, the Trustee, the City, the
Certificate Insurer, the issuer of each Financial Guaranty and the Owners any right, remedy or
claun under or by reason hereof'. Any agreement or covenant required herein to be performed by
or oil behalf of the Corporation or any member, officer or employee thereof shall be for the sole
and exeiusive benefit of the I rGstee, the; City, the Certificate Insurer, the issuer of each Financial
{iiiaranty and the Owners.
Section ii.02 Provisions to Pay Financial (,naresrty Tssnre Fs}. Notwithstanding
anything to the contrary herein, this Trust Agreement may not be terminated unless provisions
have been made to pay all amounts owed to the issuer of each Financial Guaranty then in effect
under ria, terms of each such Financial Guaranty.
Section 1 i.)7 successor Is Deentied Included Ixr All Ideferences To Predecessor.
yfherie, cr herein either the Corporation or any member, officer or employee thereof is named or
€erred to, such rcierence shall be deemed to include the successor to the powers, duties and
functions that are presently vested in the Corporation or such member, officer or employee, and
all agreements and cov c Tants required hereby to be performed by or on behalf of the Corporation
or any inernher, officer or employee thereof shall bind and inure to the benefit of the respective
successors thereof wtliether so expressed or not.
Section 1 1.04 Execution of Docrnxrearts bV Ctwners. Any declaration, request or other
nstrunwril which is permitted or required herein to be executed by Owners may be in one or
more instruments of similar tcnor and may be executed by Owners in person or by their attorneys
appointed in writing. The fact and date of tha execution by any Owner or his attorney of any
d;claration, request or other instrument or of any writing appointing such attorney may be
pioeed by dic certificate of any notary public or other officer authorized to make
acknotivledginents of deeds to be recorded in the state or territory in which he purports to act that
the person signing such declaration, request or other instrument or writing acknowledged to him
the erxccution thereof, or by an affidavit of a witness of such execution duly -sworn to before such
notary public or other officer. The ownership of any Certificates and the amount. Certificate
�yment gate, number and date of holding the same may be proved by the Certificate Register.
ny declaration, request or other- instrument or writing of the Owner of any Certificate
Shall hired ail fliicre Owners of such Certificate with respect: to anything done or suffered to be
deme by file Corporation or the Trustee in good faith and in accordance therewith.
Soction 1 l 05 Waiver of Personal Liability. No inember, officer or employee of the
<'en-poratlon shall be individeally or personally liable for the payment of the Interest Installments
er Principal Installments or prepayment premiums, if any, evidenced by the Certificates by
reason of their delivery, but nothing herein contained shall relieve any such member, officer or
cnzplo -Ce from the performance of any official duty provided by applicable provisions of law or
hcseb v.
U()i.'S 1.. i I .4644 � 1 4
404i()_r I.. il.. -44-
Section 1 106 Content Of Certificates. Every Certificate of the Corporation with
respect to compliance with any agreement, condition, covenant or provision provided herein
shall include (a) a statement that the person or persons malting or giving such certificate have
read such agreement condition, covenant or provision and the definitions herein relating thereto,
(h) a brief statement as to the nature and scope of the examination or investigation upon which
the statements contained in such certificate are based; (c) a statement that, in the opinion of the
signers, they have made or caused to be made such examination or investigation as is necessary
to enable; them to express an informed opinion as to whether or not such agreement, condition,
covenant or p=oi rsion has been complied with; and (d) a statement as to whether, in the opinion
of [lie signers, such agreement, condition, covenant or provision has been complied with.
li Certificate of the Corporation may be based, insofar as it relates to legal matters,
upon an 01)UH011 of Counsel unless the person making or giving such certificate knows that the
Opinion of ConnSCi with respect to the matters upon which his certificate may be based, as
toresard, is erroneous or in the exercise of reasonable care should have ]mown that the same
bras erroneous. ,ynv Opinion of Counsel may be based, insofar as it relates to factual matters or
imor ,,ation with respect to which is in the possession of the Corporation, upon a representation
by an officer or officers of the Corporation unless the counsel executng such Opinion of
( ounsel knows that the representation with respect to the matters upon which his opinion maybe
'.rased, is aforesaid, is erroneous, or In the exercise of reasonable care should have known that
the Sarno was erroneoti.S,
Section 1 1,0' accounts and FgRds 13usiness Daus. Any account or fund required
herein to be established and maintained by the Trustee may be established and maintained in the
accounr erg records 01' tile I FUSWe either as an account or a fund, and may, for the purposes of
such accounting records.. any audits thereof and any reports or statements with respect thereto, be
treated -rthez as an account or a fund; but all such records with respect to all such accounts and
finds shall at all times be maintained in accordance with this Trust Agreement and sound
corporate tFUS1 industry practice and with due regard for the protection of the security of the
C eitil-Icates and the rights of the Owners. Any action required to occur hereunder on a day
v, hick is not a Business Day shall be required to occur on the next succeeding Business Day with
tiro Sanrc c ffect as i f made on such non -Business Day.
"wetion 11 08 Notices. Unless otherwise provided herein, all notices, certificates or
other corr,nrunicanons hereunder shall be deemed sufficiently given upon actual receipt thereof
when received by the City, the Corporation, tine Trustee, the Certificate insurer and the Rating
oci cies. as the ease naay be, at the respective address provided pursuant to this Section or, if
mailed by first class mail, postage prepaid, addressed to the appropriate address provided
pursuant to this Section, six Business Days atter deposit in tine United States mail, the initial
address for notices, counterparts and other communications hereunder is as follows:
ilio the Corporation_ 1 odi Public improvement Corporation
c/o City of Lodi
221 West Pine Street
Lodi, California 9.5241-1910
Attention: City Clerk
4049 -€ r, ( -45-
If to the City: City of Lodi
221 West Pine Street
Lodi, California 95241-1910
Attention: City Manager
11'10 tlne Trustee: Union Bank of California, N.A.
475 Sansome Street, 12th Floor
San Francisco, CA 94111
Attention: Corporate Trust Department
If, to the Certificate Insurer:
Attention:
if' to S&P, to: Standard & Poor's Ratings Services
55 Water Street, 38th Floor
New York, New York 16041
Attention: Municipal Structured Group
Facsimile: (212) 438-2152
Telephone: (212) 438-2124
if to Fitch, to: Fitch, Inc.
650 California Street. 81h Floor
San Francisco, California 94018
Attention: U.S. Public Finance Group
Facsimile: (415) 732-5770
Telephone: (415) 732-5610
.`he C'.1:y, the Trustee, the Corporation, the Certificate Insurer and the Rating Agencies
may, hy nonce given hereunder, designate any further or different addresses to which subsequent
notices, certificates or other communications shall be sent. Unless otherwise requested by the
City, the Trustee, the Corporation, the Certificate Insurer or the Rating Agencies, any notice
required to be gic en hereunder in writing may be given by any form of Electronic Notice capable
of making tib written record Each such party shall file with the Trustee information appropriate
to receiving such torn of Electronic Notice.
Section 1 1.09 (Tsi]' Numbers. Neither the Corporation nor the Trustee shall be liable
I'm- ani defect or maccnracy in the CUSIP number that appears on any Certificate or in any
prepayment ,notice relating thereto. The Trustee may, in its discretion, include in any
prepayment notice relating to any of the Certificates a statement to the effect that the CUSIP
number, on the Ccrtificates have been assigned by an independent service and are included in
such poria; solely (or the convenience of the Owners and that neither the Corporation nor the
I i ustce shall be liable for anv defects or inaccuracies in such numbers.
Section i l M Partial lnvsaladity. 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 Corporation or the
ixx si ai u,.- i a
aoaeo-x i _1 -46-
I rustee shall be contrary to Jaw, 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 tie way affect the validity hereof or of
the Certiticatcs, and the Owners shall retain alt the benefit, protection and security afforded to
tttem undcr any applicable provisions of law. The Corporation and the Trustee hereby declare
that the,,! would have executed and deincred this Trust Agreement and each and every other
article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have
awhorired the exccution an<i delivery of the Certificates pursuant hereto irrespective of the fact
that an. 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 1 l .J t California Law. This Trust Agreement shall be construed and governed
in accordance with the laws of the State of California.
Section I1.12 Execution in Severg (:ouetgergaxls. This Trust Agreement may be
executed in any nurnb�er of counterparts and each of such counterparts shall for all purposes be
dcen.ed to be an original; and all such counterparts, or as many of them as the Corporation and
the 'l-rustee shall preserve undestroyad, shall together constitute but one and the same instrument.
[Remainder of Page Intentionally Left Blanh.]
rxx s;_;a 1'44x1 4
en_ti tr
-47-
IN WITNESS WHEREOF, the Lodi Public Improvement Corporation has caused this
I'rttst Agrcealent to be signed in its name by its President and [Name of Trustee], in token of its
acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one
of l,e o iters thereto der duly authorized, all as of the day and year first above written.
LODI PUBLIC IMPROVEMENT
CORPORATION
By:
Attest:
Secretary to the Corporation
APPRO'V'ED:
Attorney for the Corporation
President
MINION BAND OF CALIFORNIA, N.A.,
as 'h»stee
By:
rcicsi.. 1 4644111 a
a()r i Yr
Authorized Officer
FORM OF CERTIFICATE
CITY OF LODI
WASTEWATER SYSTEM REVENUE
CFRTIFICATE OF PARTICIPATION
2004 Series A
Evidencing a Proportionate
Interest of the Owner Hereof in Certain
Installment Paytnents to he made by the
CITY OF LODI
Unless this certificate is presented by an authorized representative of The Depository Trust
C otnpany, a New York corporation ("DTC"), to the City of Lodi or its went for registration of
transfer, exchange, or payment, and any certificate 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 rccluested by an authorized
represenative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VAI Ul; OR 0'111FRWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
Fes isiered owner hereof, Cedc & Co., , has an interest herein.
No. R-
I
Certificate
Interest Rate Payment Date Dated Date CUSP
REGIS 1 ERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
VITUS IS TO CERTIFY AND THIS CERTIFICATE EVIDENCES that the registered
owner of this Certificate set forth above is the owner of a proportionate interest in certain
installment payments (Hie "Installment Payments") to be made by the City of Lodi, a municipal
torpor atton organized and existing ander and by virtue of the Constitution and laws of t:he State
of California 0lic "City") under and pursuant to that: certain Installment Purchase Agreement the
lgrcement" 1, dated as of May 1, 2004, by and between the City and the Lodi Public
irnproveincnt Corporation (the "Corporation"I. All of the rights to receive such Installment
Payments have been assigned by the Corporation to Union Bank of California, N.A., as trustee (
and too ether with a.nv successor trustee thereunder, the "Trustee") under that certain Trust
.,)rcemc nt (111e "trust Agreement'), dated as of May 1, 2004, between the Corporation and the
lrusiee. C„pitahzed terms used in this Certificate not otherwise defined herein shall have the
mcartmos gixcii such terms in the Trust Agreement.
a4d90-x it A-1
1 he registered owner of this Certificate is entitled to receive, subject to the terms of the
agreement, on the Certificate Payment Date set forth above, the principal amount set forth
.above, representing the registered owner's proportionate share of the principal component of
lnstallrnont Payments becoming due and payable; with respect to such Certificate Payment Date.
I lie principal evidenced hereby is payable in lawful money of the United States of America upon
s-t-rendor oi'this Certificate at the Corporate Trust Office of the Trustee. The registered owner
()[this Ccrtificate as shown in Inc registration books maintained by the Trustee as ol'the close of
business on the applicable Record Date is entitled to receive such registered owner's
proportionate share of the interest component the Installment Payments evidenced by this
Certificate ( representing interest on the principal component of the Installment Payments owned
b; the €egistcred covner hereof) at the interest rate set forth above from the Interest Payment Date
next preceding the date of execution hereol'by the Trustee; unless such date of execution is after
a Record Date and on or before the following Interest Payment Date, in which event from such
Interest Payment Date; or Unless such date of execution is on or before September 15, 2004, in
Which cti cut from the Dated Date specified above; provided that if at the time of such execution
o1 this t crti kale, interest c.vidence-d by this Certificate is then in default, interest shall be
pavahle f=orn the Interest Payment Date to which the interest evidenced by this Certificate has
{previously been paid or made available for payment. Interest evidenced by this Certificate due
e,n or before the Certificate Payment Date shall be payable in lawful money of the United States
of Amcrita, by check mailed on such Interest Payment Date by first-class mail to the registered
owner
hereof; picrviied, that if the registered owner hereof shall be the owner of one million
dollars I`SI,(NlGMOO) or more in aggregate principal amount of Certificates, upon the written
quest of the registered owner hereof received by the Trustee at least three Business Days prior
to the. applicable Record Dare (which request shall remain in effect until rescinded in writing by
Such rel(nstered owner), interest shall be paid by wire transfer in immediately available funds.
interest wash respect to the Certificates will be paid on each Interest Payment Date
provided that if any Interest Payment Date is nota Business Day, such interest shall be mailed or
wired as provided above on the next succeeding Business Day and no interest shall accrue from
the date when due, Interest Payment Date means each April 1 and October 1, commencing
October ', 2004 Interest shall be computed on the basis of a 360 -day year of twelve 36 -day
tnonths.
E ins Certs [icate is one of the duty authorized certificates of participation designated "City
01' Loth Jo'astevater System Revenue Certificates of Participation 2004 Series A" (tine
`C enH-1cates") aggregating Million Hundred Thousand dollars
(S _ rn principal amount, which have been executed and delivered by the Trustee
Unndcr and pursuant to the provisions of a Trust Agreement, dated as of _ _ _ 1, 2604 (the "Trust
Agreement") between the Corporation and the Trustee. The obligation of the City to male the
Installment Payments is a special obligation of the City payable solely from the System Net
Reve„ lues of the City's wastewater system as provided in the Agreement. The general fund of
[lie Citi is not Kahle for, and neither the faith and credit nor the taxing power of the City is
pledged to, the payment of the Installment Payments under the Agreement. The City has
outstandinl, obligations, and may, as provided in the Agreement, incur other obligations, payable
frntn the System Net Revenues on a parity with the Installment Payments.
oac si Aj 4c,14�� a
40490 r 1 V A-2
In the Agreement, the City has certified that all acts, conditions and things required by
the Constitution and statutes of the State of California to have been performed, to have happened
Mid to exist preccdcnt to and in connection with the execution and delivery of the Agreement,
have bt en performed, have happened and do exist in regular and due time, form and manner as
required bY lav -
Copies of the Agreement and the "Frust Agreement are on file at the Corporate Trust
Office of the: Trustee and reference is hereby made to the Agreement and the Trust Agreement
and to any and all amendments thereof and supplements thereto for a description of the
agreements, conditions, cotenants and terms of the Certificates, for the nature, extent and
manner of enforcement of such agreements, conditions, covenants and terms, for the rights and
remedies of` the registered owners of the Certificates with respect thereto and for the other
rreements, conditions, covenants and terms upon which the Certificates are executed and
delivered theresurder.
I'he Certificates maturing on and prior to October 1, - are not subject to optional
prepayment prior to their stated maturity dates. The Certificates maturing on and after October
,rte subject to optional prepayment prior to their stated maturity dates on any date on and
after October 1, as it whole or in part, at the option of the City, frorn any source of
av ailabl_e funds at the fmiowing prepayment prices (computed upon the principal amount of the
Certificates or portions thereof to be prepaid) plus unpaid accrued interest thereon to the date
fixed for prepayment:
-- - - --- -----------
-------
Prepayment Period Pre�aag�naeaat Price
(both dates inclusive)
___-.___--__-_-___.�_.___. _..-.....____..--...
October 1 through September 30,
-- - ---
-_--------
()clober 1, through September 30,
Ot sober 1,an(] thereafter 140%
-- - - --- - - ---- - ... - -- —
1 he Certificates maturing on October 1, _ are subject to mandatory prepayment prior
to maturity, in part by lot, con2tnencing on October 1, and on each October 1 thereafter to
and including October 1, from principal components of Installments Payments made by
the City on the immediately preceding Installment Payment gate, at a prepayment price equal to
the principal amount of the Certificates to be prepaid, plus unpaid accrued interest thereon to the
date fixed for prepayment, without a prepayment premium. To the extent that the amount of the
principal components of the Installment Payments due with respect to any such October 1 has
been reduced pursuant to the Agreement, then the principal amount of Certificates maturing on
October 1 , which are subject to mandatory prepayment on such October I shall be reduced
by the same amount.
4()490-v 1x A-3
Innis Certibcate is transferable on the books required to be kept for that purpose at the
Corporate Trust Office of the Trustee by the Person in whose name it is registered, in person or
by his duly authorized attorney, upon payment of the charges provided in the Trust Agreement,
and upt,ri surrender of this Certificatee for cancellation accompanied by delivery of a duly
executed ;Written instrument of transfer in a form acceptable to the Trustee, and thereupon a new
Certificate or C'crtificates evidencing a like aggregate principal amount in authorized
denonnnations wilt be delkered to the transferee. This Certificate may be exchanged at the
C"orporalc Trust Office of the Trustee, upon payment of the charges provided in the "Trust
Ayrc;ement. for Certificates evidencing a like aggregate principal amount of Principal
Installments payable on the same Ccrtilicate Payment Date of other authorized denominations -
The Trwstee may deem and treat the registered owner hereof as the absolute owner hereof for the
purpcse of receMug" payment of the interest and principal and prepayment premium, if any,
et idenc ed herebti and for all other purposes, whether this Certificate shall be overdue or not, and
+he Trustce shall not be affected by any notice or knowledge to the contrary; and payment of the
i .teres! and principal and prepayment premium, if any, evidenced by this Certificate shalt be
made on;, to such registered owner, which payments shall be valid and effectual to satisfy and
uischai e liahilit% on this Certificate, to fire extent of the sum or sums so paid.
1,nc hrrrstee has no obligation or liability to the Certificate owners for the payment of the
interest or principal or the prepayment premiums, if any, evidenced by the Certificates; but rather
the'1'rustee's sole: obligations are those started in the Trust Agreement.
No member, officer or employee of the City or the Corporation shall be individually or
Personally liable for the payment of the interest or principal or prepayment premiums, if any,
en idenced by tine Certificates or by reason of their delivery, but nothing herein contained shall
rehei e, any such member, officer or employee from the performance of any official duty
provided by applicable provisions of law or hereby.
o the extent and in the manner permitted by the terms of the Trust Agreement, the
provisions Of the Trust Agreement may be amended by the parties thereto, but no such
aanendnnent shall (l) extend the Certificate Payment Date of this Certificate, or change the
paynei t dates of, or reduce the rate of interest or principal or prepayment premium, if any,
evidenced hereby, without the express written consent of the registered owner hereof, or (2)
reduce the percentage of Certificates required for the written consent to any amendment, or (3)
modify any tights or obligations of the Trustee without its prior written assent thereto.
fire 1`rust Agreement prescribes the manner in which it may be discharged and after
which the Certificates shall no longer be secured by or entitled to the benefits of the Trust
A;reement.
oorsi_AI a(04sI
a1 a491) r ir- A-4
IN WITNESS WHEREOF, thus Certificate has been executed by the manual signature of
all author ized sitgnatory of the Ir ustee as of the date below.
i XUA 1TON INION SANK OF CALIFORNIA, N.A.,
DVI i,; as Trustee
BY
Authorized Signatory
STATEMENT OF INSURANCE
__ (tile "Certificate insurer") has issued a policy containing
tehloHowing provisions, such policy being oil file at the office of [Name of Trustee] in Los
Angeles, Cahfbrnia.
I he Ccrti;icate Insurer, in consideration of the payment of the premium and subject to the
rcrins of this policy, hereby unconditionally and irrevocably guarantees to any owner, as
hereinancr defined, of the following described obligations, the full and complete payment
cirtuired to be made by or on behalf of the City to [Name of Trustce], as Trustee, or its successor
(the "Trustee") of an Mourn equal to (i) the principal (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and interest evidenced
by the Curtificatcs (as that term is defined below) as such payments shall become due but shall
i,ot be 5o paid (except that in the event of any acceleration of the due date of such principal by
reason of mandatory or optional prepayment or acceleration resulting from default or otherwise,
other d an arty advancement of maturity pursuant to a mandatory sinking fund payment, tine
paynnenis guaranteed hereby shall be made in such amounts and at such times as such payments
r principal would have been due had there not been any such a.cceleradon); and (ii) the
reimbursernent of any such payment which is subsequently recovered from any owner pursuant
to a finial kudgment by a court of' competent jurisdiction that such payment constitutes an
avoidable preference to such owner within the meaning of any applicable bankruptcy law. The
111110nntti referred to in chaises (i) and (ii) of the preceding sentence shall be referred to herein
ecillecti; elv as the; "Insured Amounts." "Certificates" shall mean:
S
CITY OF LOBI
WASTEWATER SYSTEM REVENUE
CEFRTIFICA'i E OF PARTICIPATION
1004 Series A
Evidencing a Proportionate Interest
of the Owner Thereof in Certain Installment
flaymcnis to be made by the City of Lodi, California
t;pon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in
Na ^iting by registered or certified "tail, or upon receipt of written notice by registered or certified
mail, bti the Certificate Insurer from the Frustee or any owner of an Certificate the payment of an
lnr urcd '%mount for which is then due, that such required payment has not been made, the
Insurer on the due date of such payment or within one business day after receipt of notice of -such
nonpayinent, whichever is later, will "lake a deposit of funds, in an account with State Street
Bank and Trust Company N.A., in New York, New York, or its successor, sufficient for the
oavnicnt of any such Insured Amounts which are then due. Upon presentment and surrender of
su:h CCitificates or presentment of such other proof of ownership of the Certificates, together
ri�ith any appropriate instruments of assignment to evidence the assignment of the Insured
Amounts due on the Certificates as are paid by the Insurer, and appropriate instruments to effect
the appointment of the Certificate insurer as an agent for such owners of the Certificates in any
Ie�al proceeding relared to p ayinent of Insured Amounts on the Certificates, such instruments
h>eing in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank
and "frust Company, N.A. shall disburse to such owners or the Trustee payment of the Insured
Amounts due on such Certificates, less any amount held by the Trustee for the payment of such
insured Amounts and legally available therefor. This policy does not insure against loss of any
picpayn-cnt premium which may at any time be payable with respect to any Certificate.
AS used herein, the term `owner" shall paean the registered owner of any Certificate as
indicated in the e.-istration boobs maintained by the Trustee, the City or any designee of the
C'rty for such pui pose. The term owner shall not include the City or any party whose agreement
t ith the ON constitutes the underlying security for the Certificates.
Any service of procass on the Certificate Insurer may be made to the Certificate Insurer
Lit its officers Located at and such service of process shall be valid
and binding.
i'his policy is non -cancelable for any reason. The premium on this policy is not
refundable for any reason including the payment prior to maturity of the Certificates.
hi the event the Certificate Insurer were to become insolvent, any claims arising ander a
policy of` financial guaranty insurance are excluded from coverage by the California Insurance
Guaranty Association, established pursuant to Article 14.2 (commencing with Section I003) of
Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
>csi u, 4.iS; 4
,y_y
1 FORM OF ASSIGNMENTTO APPEAR ON CERTIFICATES]
F`or value received the undersigned hereby sells, assigns and transfers unto
_ (Taxpayer Identification Number: _ _ ) the within Certificate and
alt rights ticreunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books inept for registration thereof, with full
po,xCr of Subs Iitutioil in the premises.
Dated:
:vote: ' IQ signature to this Assignment must correspond with the name as written on the face of
tic Certificate in every particular, without alteration or enlargement or any change
whatever,
Signature Guaranteed:
Notice. Signature must be guaranteed by an eligible guarantor institution.
DO( S:; 41441 <<
4r1� A_8
ifAMBIT B
EZy1 (}l__I II'12C)t'I M N t FUND RI,C t fISITION
IMine of Crusteel, as Trustee
[address of [ rustee
Attendon: [ 1
RI Disbursement from the Improvement Fund pursuant to Section 3.05 of the Trust
-recment (the "Trust Agreement"), dated as of 1, 2004, by and between [Name
f Trustee], as trustee (the "Trustee") and the Lodi Public Improvement Corporation
(the "Corporation")
REQUisiTION NO.
Amount, Payee. You are hereby instructed to pay to:
al _ _ _ from the Improvement Fund established pursuant to the
Trost Agrcefoont the sum of S for the following -described Costs of the Project (as
Mich terms are defined in the Crust Agreement) (describe expenditure):
Phis cost has been properly incurred, is a proper charge against the Improvement Fund
and has not been the basis of any previous disbursements.
Check here if all Costs of the Project have been paid and the Trustee is directed to
undertake transfers firom the improvement Fund pursuant to Section 3.05 of the "Crust
Agreement.
Very truly yours,
CITY OF LODI
By:
(x'[ SI 4I 461Iv1 1
City Representative
[Al11BIT C
l o'RM ('I t OS l' OF ISSUANCE FUND Ri_ UISUION
[Name, of 1'Tustc 1, as Trustee
[ad(iress of Trusiccl
Mention: _
12f: DlsbUrsement from the Cost of Issuance Fund pursuant to Section 3.06 of the Trust
Agreement (the "Trust Agreement"), dated as of 1, 2004, by and between [Name
Of the "I rustee], as trustee (the "Trustee") and the Lodi Public Improvement
Corporation (the "Corporation")
REQUISITION NO.
Amount; Payee. You are hereby instructed to pay to:
it from the Cost of Issuance Fund established pursuant to
the frust :4greennent the sum of"S for the following -described Costs of Issuance (as
defined in the 'Frust Agreement) (describe expenditure):
! hese costs have been properly incurred, are a proper charge against the Cost of Issuance
Fund and has not been the basis of any previous disbursements.
Check here if all Cost of Issuance have been paid and the Trustee is directed to
undertake transfers from the Cost of Issuance Fund pursuant to Section 3.06 of the
:5ust Agreement
Very truly yours,
CITY OF LODI
BY:
City Representative
:>o('s: 64451 :1
40 [90-, ias C-1
AR
HCLE I
DEFINITIONS; EQUAL SECURITY._........_ ...... ...... -
...
Section 1.01
Definitions.... ... .......... ... ....
2
Svenon 1.02
Rules of'Construction. ... ... - ... . .... .. .
15
Scofi o I 1 1.03
Equal Security ...... ... — ....... .
16
ARTICLE
fl
THE.CERrIFICATES
......... — ........ ........ ......... .......
... 16
Section 2.01
The Certificates........_..........,._........_ .......... ......
16
Section 2.02
General Terms offlic Certificates.... ...... ........... --
.... 16
Scc6on 2.03
Procedure for the Delivery of Certificates...._ .... ........... .......... - -
— 18
Section 2,04
Prepayment..,._ ............... ...... _ ................. ... __ ......
IS
Scetron 2.05
Selection of Certificates for Prepayment... ........ ................. .......
19
Section 106
Notice of Prepayment .................. .......... ......
19
Section 2.o7
I
Certificates .... -
EXCCUU011 of Certil ......... .. ........ ..........
20
Sec tion 2,08
Transfer and Payment of Certificates ........... -- ...... .........
20
Section 2.09
Exchange of Certificates..__....,....._......_.........._...._..._.__......
21
.Section 2.20
Certificate Registration Books .... .... ..... ........................21
Section 2,11
Mutilated, Destroyed, Stolen or Lost Certificates ..... ...... ...........
21
Section 41,
12
Temporary Certificates . ... ....... .... . .... ..... ....... .......... ..........
22
Section 2.1"
Use of- Book -Entry System for Certificates ...... .......... .........._.22
ARTICLE
I I I
FUNDS
AND ACCOUNTS. ...... — . ..... ... ........ ........_..._.__.....__..24
Section 301
Installment Payments field in frost ...... - ...... ........._..._.24
Section 3,02
Deposit oflirstallment Payments..,, - ---- ...... —.- - ...........
24
.Section 3M3
Establishment and Maintenance of Accounts in the Debt
ServiceFund .... .......... ....... .... --- ...... ......... ..... ........... - .......
24
Section 3.04
Reserve Fund .......
2 5
Section3.M
Improvement Fund.._ ....... ....... .................. ......
25
Section 3,06
Cost of Issuance Fund - .............. . ..... - - -- ..............
26
Section 307
Rebate Fund..._......_ ............... .......
... 27
Section 3.08
Deposit and Investments of Money in Accounts and Funds ........ --
28
Section 3.09
Reliance on Opinions. ....... -- ... .... ..... - .......... ............ — ....
28
ARTI(TE
1V
SECURITY
FOR CERTIFICATES . ..... .... ...... . — .... .. . ..... -- .......... ......
29
Section 4,01
Assignment of'Agreement; Enforcement of'Obligations; Funds
andAccounts......._.._ -- ......... .. — . ...... .......... -- ... — ........
—. 29
1R I
I ('L F V
COVENANTS
OF THE CORPORATION AND THE TRUSTEE...........
29
DOOM \, 40d4i1 4
4U -11Q04 1 1(
Section 5.01
('0111p) iance with Trust Agreement. ..... .... ....... __ .... _ ............. ___
29
Section 5.02
Observance of Laws and Regulations...._.............._..........._...._......29
SeC601) 5.03
Fax Covcuams ... ____ ..... _ ........ ........ ...... _ ... ......... ...........
. In
Section 5,44
Accounting Records and Reports.........._... . ..... . _ ... .......
�31
Section 5,05
Prosecution and Defense of Suits .... ......... ..............
31
sccholl 5M6
Amendments to Agreement._._.... .... . .......... ....... ....
.31
Scoon J.07
Recording and .......... ........ ........ _ .....
3) 1
Section 5'08
Notices to Elating Agencies..... ...... ...... ..... __ ...
_ 32
Section 5'09
Further Assurances ........ _ .......... . ...... ......... ____
32
A RTI C! - F VI THE
TRFIS ITT ........... ..... . .. ____ ............
32
Section 6.01
The trustee ...... ........
32
Section 6,02
Liability of Trustee...... ... _ ............... . ........
3 3
Section 6,03
Compensation and indemnification of Trustee...._
35
Section 6.04
Notices to Rating Agencies..........._... ..... ......
35
ARTICLE_: VII AMENDMENT OF "EHE TRUST AGREEMENT' ............ ....... _ ..........
36
Section 7.01
Amendment of-the Frust Agreement.. ........ _ ... ....... .... _ ............
6
Section 7.02
Disqualified Certificates .................... . ... .. ..... ...........
. 37
Section T0',
Endorsernom or Replacement of Certificates After Amendment.._..
37
Section 7,04
Amendment by Mutual Consent._.............. _ .......... ................. _
... 37
ARTICLF, Vill EVENT'S OF DEFAULT AND REMEDIES OF OWNERS ......... ........
... 37
seciton 8.11)1
TI_L[St E=vents of Default; Acceleration; Waiver ot'Default...... ..... __
37
Section 8,02
Renw(fies__ .... ....... ......
38
Section 8.03
Non-Waiver...
;8
Section 8.04
Remedies Not Exclusive........_............
39
Section 8.05
NO I iability b.y the City to the Owners,, ......... ...........
39
See, wn 8.06
No Liability by the Trustee to the Owners ... _ .......... .......
39
ARTICLE IN DEFEASANCE.._....._
....... ......... . ...... __ .. ........ .......
39
Scctmn 9,01
Dofcasance of('crtjfiujtcs.._., .........
'9
Section 9.02
Discharge Of ......
40
Section 9,03
Sllry iving Provisions...... .... _ ....... . .... .. ........... .......
41
Section 9.04
Payinents by Certificate Insurer........ . . . ...... .. ._.- _ ...........
... 41
A PT I (T H X PROVISIONS RELATING TO CERTIFICATE INSURANCE
POLICY......_._..... . .. .. ..... ...... _ ...... ........ .........
_ 41
)0' -1641"1 i
aO)0-� 1 �k
section
1001
Certificate Insurance Policy......,.., - ....... _. ..............
41
seelmn
10.02
Payment Procedure Under the Certificate Insurance Policy ....
_ ... 41
Section
10.0'1
Trustee asAttorney-In-Fact ... ............ ....._.............._........................42
Section
10.04
No Discharge ... ..................... _................__.....,_.,,.................._...,....42
scclion
10.05
Rights of Certificate Insurer.............. ........ ..........._....,._.,.........
43
Sectio❑
1(W6
Notices........................ .............. ....._,_...........,.....__........ .._.............
43
A RT I CL, E XI
MISCELLANEOUS
.......... ,,........... ...._....,......
..... 43
Section
11,01
Benefits ofthis Trust Agreement .... ......._.............. _..,... .._...,
......43
section
1 Lv2
Provisions to Pay Financial Guaranty Issuer(s) _...1.1._ ......
.... 43
Section
€ I.03
Successor Is Deemed Included In All References To
Predecessor......._....._........_..... ... .............._........................._...._.._
44
Section 11,04
Execution of Documents by Owners...... ........ ....... ....... ...........
....... 44
Section 11,05
Waiver of Personal Liability........ ....... ....... ..................... ._...,....
44
Section 11.06
Content of Certificates....,......___....._._._.__.... ...... ........_..._...._..._.44
Section 11.07
Accounts and Funds; Business Days ...... ..._......._............................45
Section1L08
Notices.._..................................................._..,.....,..............__...,.,._..45
Section 1
1.09
Cl SIP Nunmcrs...... ....... ...... ..........................
46
Section 11.10
Partial Invalidity....... .............. ..............._....,..,..._..........,...,_..............46
Section 11.11
California ............
....46
Section 1
1.12
Execution in Several Counterparts..,...._....... ........ ............ ............
..... 47
EX,`4IBIT A .. FORM
OF
CERTIFICATE- . ................ - ___ ......... .,........ ..................
A-I
FXHIRI T B - FORM
OF
IMPROVEMENT FUND REQUISITION..... ...... - .... .............
..... B-1
EXHIBI l C` - FORM
OF
COST OF ISSUANCE FUND REQUISITION.... _._...................
GI
D( tS1. ,'\i 4644,1 4
df)dQ1)-8 Lai....
A RESOLUTION OF THE LODI PUBLIC IMPROVEMENT CORPORATION
APPROVING THE FORMS AND AUTHORIZING THE EXECUTION ANIS DELIVERY OF
AN INSTALLMENT PURCHASE CONTRACT ANIS A TRUST AGREEMENT IN
CONNECTION WITH CITY OF LODI WASTEWATER SYSTEM REVENUE
CERTIFICATES OF PARTICIPATION, 2004 SERIES A; AND APPROVING AND
AUTHORIZING CERTAIN OTHER MATTERS RELATE® THERETO
WHEREAS, the City of Lodi, a municipal corporation duly organized and existing under and by virtue
of the Constitution and laws of the State of California (the "City") owns and operates a municipal wastewater
system (the "System"), to provide for the collection, treatment, and disposal of wastewater; and
WHEREAS, the City proposes to make certain additions, betterments, extensions, replacements,
and improvements to the System (the "Project'), and
WHEREAS, the Lodi Public Improvement Corporation (the "Corporation") is a nonprofit public benefit
corporation formed for the purpose of assisting the City in financing capital improvements such as the
Project; and
WHEREAS, the Corporation has agreed to assist the City by acquiring or causing the acquisition of
the Project and selling the Project to the City pursuant to the terms of an Installment Purchase Contract (the
"Installment Purchase"Contract"); and
WHEREAS, pursuant to the Installment Purchase Contract, the City will be obligated to make
installment payments (the "Installment Payments") to the Corporation as the purchase price of the Project;
and
WHEREAS, the Corporation will assign certain of its rights under the Installment Purchase
Agreement, including its rights to receive the Installment Payments to Union Rank of California, N.A. (the
'Trustee") pursuant to a Trust Agreement (the 'Trust Agreemenf) between the Corporation and the Trustee;
and
WHEREAS, pursuant to the Trust Agreement, the Trustee is to execute and deliver City of Lodi
Wastewater System Revenue Certificates of Participation, 2004 Series A (the "Certificates''), evidencing the
proportionate interests of the owners thereof in the Installment Payments; and
WHEREAS, the proceeds of the sale of the Certificates are to be applied, among other things, to the
costs of the Project as provided in the Trust Agreement; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to
have happened and to have been performed precedent to and in connection with the consummation of the
transactions authorized hereby do exist, have happened and have been performed in regular and due time,
form and manner as required by law, and the Corporation is now duly authorized and empowered, pursuant
to each and every requirement of law, to consummate such transactions, for the purpose, in the manner and
upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LODI PUBLIC
IMPROVEMENT CORPORATION, AS FOLLOWS.
Section 1. The Board of Directors of the Corporation hereby specifically finds and determines it is
desirable and furthers the Corporation's public purpose to assist the City in the financing of the Project as
provided in the Installment Purchase Contract and the Trust Agreement and that the statements, findings and
determinations of the Corporation set forth above and in the preambles of the documents approved herein
are true and correct.
Section 2. The Installment Purchase Contract, in the form presented at this meeting and on file with
the Secretary of the Corporation, and the performance by the Corporation of its obligations thereunder, are
hereby approved. The President and the Treasurer of the Corporation, each acting singly, are hereby
authorized and directed, for and in the name and on behalf of the Corporation, to execute and deliver to the
City the Installment Purchase Contract in substantially said form, with such changes therein as such officer
executing such document may approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 3. The Trust Agreement, in the form presented at this meeting and on file with the Secretary
of the Corporation, and the performance of by the Corporation of its obligations thereunder, are hereby
approved. The President or the Treasurer of the Corporation, each acting singly, are hereby authorized and
directed, for and in the name and on behalf of the Corporation, to execute and deliver to the Trustee the
Trust Agreement in substantially said form, with such changes therein as such officer executing such
document may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. The Secretary of the Corporation is hereby authorized and directed to attest the
signatures of the President and the Treasurer of the Corporation, as may be required or appropriate, in
connection with the execution and delivery of the Installment Purchase Contract, the Trust Agreement and
the Certificates.
Section 5. Each officer of the Corporation is hereby authorized and directed, acting singly, to do any
and all things and to execute and deliver any and all documents which they may deem necessary or
desirable in order to consummate the transactions authorized hereby and to consummate the sale, execution
and delivery of the Certificates and otherwise to carry out, give effect to and comply with the terms and intent
of this Resolution, the Installment Purchase Contract the Trust Agreement and the Certificates; and all such
actions heretofore taken by such officers are hereby ratified, confirmed and approved.
Section 6. This Resolution shall take effect immediately upon its passage,
Dated: April 27, 2004
I hereby certify that Resolution No. LPIC2004-01 was passed and adopted by the Board of
Directors in a special meeting held April 27, 2004, by the following vote:
AYES:
DIRECTORS — Beckman, Hitchcock, Howard, Land, and President Hansen
NOES:
DIRECTORS — None
ABSENT:
DIRECTORS — None
ABSTAIN:
DIRECTORS — None
Approved As to Form:
Wa a r
Interim City Aftbrney
SUSAN J. BLACKSTON
City Clerk
LPIC2004-01
2