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A 2012-04-03CC
This Agenda contains a brief general description of each item to be considered. Copies of the Staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection. Any person who has a question concerning any of the agenda items may call the City Manager at (310) 603 -0220, ext. 200. Procedures for Addressing the Council IN ORDER TO EXPEDITE CITY COUNCIL BUSINESS, WE ASK THAT ALL PERSONS WISHING TO ADDRESS THE COUNCIL FILL OUT A FORM PROVIDED AT THE DOOR, AND TO TURN IT IN TO THE CITY CLERK PRIOR TO THE START OF THE MEETING. FAILURE TO FILL OUT SUCH A FORM WILL PROHIBIT YOU FROM ADDRESSING THE COUNCIL IN THE ABSENCE OF THE UNANIMOUS CONSENT OF THE COUNCIL. AGENDA (� 'jow� ITEMS ON FILE FOR CONSIDERATION A _ V AT THE REGULAR MEETING OF THE LYNWOOD CITY COUNCIL TO BE HELD ON APRIL 3, 2012 COUNCIL CHAMBERS 11330 BULLIS ROAD, LYNWOOD, CA 90262 6:00 P.M. SALVADOR ALATORRE MAYOR PRO -TEM RAMON RODRIGUEZ COUNCILMEMBER CITY MANAGER ROGER L. HALEY CITY CLERK MARIA QUINONEZ CALL TO ORDER JIM MORTON MAYOR MAR 2 9 2012 CITY OF LYNWUOD CITY CLEE�RKA OFFICE / &V . U AIDE CASTRO COUNCILMEMBER MARIA TERESA SANTILLAN -BEAS COUNCILMEMBER OPENING CEREMONIES CITY ATTORNEY FRED GALANTE CITY TREASURER EDWIN HERNANDEZ CERTIFICATION OF AGENDA POSTING BY CITY CLERK 3. ROLL CALL OF COUNCIL MEMBERS Aide Castro Ramon Rodriguez Maria T Santillan -Beas Salvador Alatorre Jim Morton PLEDGE OF ALLEGIANCE INVOCATION 6. PRESENTATIONSIPROCLAMATIONS • National Alliance on Mental Illness (NAMI) & the NAMI /Los Angeles South Central Affiliate • National Library Week 2012 Proclamation • Fair Housing Month Proclamation • Sheriff Captain Joseph M. Gooden — Update on Law Enforcement Issues • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3(D)) COUNCIL RECESS TO: • CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY • LYNWOOD HOUSING AUTHORITY PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) NON - AGENDA PUBLIC ORAL COMMUNICATIONS THIS PORTION PROVIDES AN OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE COUNCIL ON ITEMS WITHIN THE JURISDICTION OF THE COUNCIL AND NOT LISTED ON THE AGENDA. IF AN ITEM IS NOT ON THE AGENDA, THERE SHOULD BE NO SUBSTANTIAL DISCUSSION OF THE ISSUE BY THE COUNCIL, BUT COUNCIL MAY REFER THE MATTER TO THE STAFF OR SCHEDULE SUBSTANTIVE DISCUSSION FOR A FUTURE MEETING. (The Ralph M. Brown Act, Government Code Section 54954.2 (a).) PUBLIC HEARINGS PROPOSED 2012 TRANSPORTATION REVENUE CERTIFICATES OF PARTICIPATION ISSUANCE FOR STREET IMPROVEMENT PROJECTS Comments: In 2007, California Communities implemented a street financing pool program known as the Total Road Improvement Program ('TRIP" or "Program ") to assist cities and counties in their efforts to finance larger scale street improvement projects. Participating in the Program is beneficial because the documentation is standardized and the overall process is very efficient and cost effective. Under the Program, California Communities would cause the execution and delivery of Certificates of Participation (COPs) on behalf of the City of Lynwood and other local cities. COPS are, essentially, another form of municipal financing that are frequently issued to finance capital projects. Lynwood has issued COPs previously. Staff recommends authorizing the issuance of the COPS with the California Communities TRIP pool to reduce financing costs and to increase the overall COP issue size, which in turn could make the issue more attractive to investors and should reduce borrowing costs. (FIN) Recommendation: Staff recommends that the City Council, after conducting the public hearing, adopt the attached resolution entitled: "A RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) PURSUANT TO A TRUST AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, CERTIFICATE PURCHASE AGREEMENT AND AN INSTALLMENT SALE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH CERTIFICATES, AND AUTHORIZING THE FILING OF A VALIDATION ACTION AND OTHER MATTERS RELATING THERETO ". 9. PUBLIC HEARING TO ADOPT LEVY ON PBID ANNUAL ASSESSMENT FOR FY 13 Comments Pursuant to Section 36500, et. sec. of the Streets and Highway Code of the State of California, on November 27, 1985, Ordinance 1262 was adopted into law establishing the Parking and Business Improvement District (PBID). PBID assessments are levied as a fair and equitable way to provide funds to maintain, operate, and improve business areas in the City. (CD) Recommendation: Staff respectfully requests that following the conclusion of the Public Hearing, the City Council approve and adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ADOPTING THE RESOLUTION OF THE PBID ADVISORY BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2012 -2013 FISCAL YEAR FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT." CONSENT CALENDAR All matters listed under the Consent Calendar will be acted upon by one motion affirming the action recommended on the agenda. There will be no separate discussion on these items prior to voting unless members of the Council or staff request specific items to be removed from the Consent Calendar for separate action. 10. MINUTES OF PREVIOUS MEETINGS: Regular Meeting — March 6, 2012 Regular Meeting — March 20, 2012 11. APPROVAL OF THE WARRANT REGISTER Comments: City of Lynwood warrant register dated April 3, 2012 for FY 2011 -2012. Recommendation: Staff recommends that the City Council approve the warrant register. 12. TRANSFER AB 2766 SUBVENTION FUNDS TO GARAGE FUNDS Comments: Since 1991, local governments have received AB 2766 funds to implement programs that reduce air pollution from motor vehicles. The AB 2766 Subvention Program provides a funding source for cities and counties to meet requirements of federal and state Clean Air Acts, and for implementation of motor vehicle measures in the AQMD Air Quality Management Plan (AQMP). In line with this program, the City plans to acquire new vehicles that meet the standards set by the AQMD. (PW) Recommendation Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE TRANSFER OF AB 2766 SUBVENTION FUNDS TO THE GARAGE FUND FOR VEHICLE ACQUISITION AND FOR THE DESIGN & CONSTRUCTION OF ELECTRIC VEHICLE CHARGING STATIONS IN THE NEW CIVIC CENTER ". 13. CONTRACT AMENDMENT NO. 2 FOR THE DESIGN OF FACILITIES FOR SITING OF EMERGENCY GENERATORS AND SITE IMPROVEMENTS AT WATER SYSTEM FACILITIES, PROJECT NO.'S 4011.67.901 AND 4011.67.910 Comments On August 2, 2011 pursuant to the City Council Resolution No. 2011.180, Linkture Consulting Engineers was retained to prepare plans and construction documents for the siting of emergency generators at the sites of Water Wells No's. 8, 9, 11 & 19 and at the Public Works Yard and for designing site improvements at Well No. 5. Recently, staff has identified some additional work on these projects, which requires additional design services from the consultant. The cost for the additional design services is $30,780. Staff is requesting the City Council's approval of a contract amendment for this work. (PW ) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT AMENDMENT NO. 2, IN THE AMOUNT OF NOT -TO- EXCEED $30,780 WITH LINKTURE CONSULTING ENGINEERS FOR THE SITING OF FOUR EMERGENCY GENERATORS AND SITE IMPROVEMENTS TO WATER WELLS NO. 8, 9, 11 &19; SITING OF AN EMERGENCY GENERATOR AT THE PUBLIC WORKS YARD; AND SITE IMPROVEMENTS TO WELL NO. 5; PROJECT NO'S. 4011.67.901 AND 4011.67.910; AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT AMENDMENT." 14. CLAIM FOR DAMAGES BY SOUTHERN CALIFORNIA EDISON Comments On February 6, 2012, Southern California Edison submitted a claim for indemnity, contribution and declaratory relief in connection with the County of Los Angeles Superior Court of California Case No. TCO25669, Eva Paz; Venecia Paz v. City of Lynwood. This case is an existing litigation and was considered under closed session on February 21, 2012, involving an auto accident and alleged failed traffic lights that occurred on July 29, 2011 at the intersection of California and Imperial Highway. Edison's liability is an issue in this case that will need to be evaluated through the discovery process as part of the current litigated case. The City's indemnity to Edison is unknown and it is appropriate to reject this claim until such time as it is determined through discovery that Edison is not responsible. (HR) Recommendation: Staff recommends that the City Council reject the claim of Southern California Edison against the City of Lynwood and direct staff to send a standard letter of rejection. 15. CLAIM FOR DAMAGES BY MIGUEL BLANCO Comments: On December 13, 2011, Mr. Blanco filed a claim for damages alleging that on November 12, 2011, the City had done work on the road on Atlantic Boulevard and there was a "trench" that was not filled correctly with about two to three inches protruding from the edge of the trench. Mr. Blanco alleges that the rims and tires on his 2007 Silverado 1500 were damaged. Mr. Blanco's total claim request is $924.37 for his vehicle repairs. The Los Angeles County Sanitation District ( LACSD) had obtained the proper permit through the City's permit process for its rehabilitation of existing sewer main underneath the City's street. The LACSD hired contractor Colich and Sons to do the rehabilitation work in the street on Atlantic Avenue. The City is not liable for damage caused by the contractor. (HR) Recommendation: Staff recommends that the City Council reject the claim of Miguel Blanco against the City of Lynwood and direct staff to reject the claim, send a standard letter of rejection, and tender the claim to the Los Angeles County Sanitation District. 16. CLAIM FOR DAMAGES BY RUFINA RAMIREZ Comments On June 23, 2011, claimant representative Lowell Steiger, on behalf of Ms. Rufina Ramirez, filed a claim for bodily injury alleging that on January 29, 2011, Ms. Ramirez was unloading items from her vehicle and standing on the sidewalk, when a second driver, Josue Lopez Preciado, in a 2001 Toyota Corolla, collided with her vehicle and person when traveling at a high speed at Wright Road and Josephine Street. The claimant alleges that the City did not post speed bumps, stop signs or other devices which would have either stopped or reduced the speed of the oncoming vehicle. Ms. Ramirez did not provide a total amount requested on her claim. A traffic collision report was recorded with the Los Angeles Sheriff's Department documenting the incident on January 26, 2011. The Deputy concludes that Mr. Preciado was determined to be under the influence and was arrested for driving under the influence of alcohol causing injury, which is violation of the California Vehicle Code section 23153(a). Mr. Preciado was also found to have made an unsafe turning movement, which is a violation of the Vehicle Code Section 22107. The City is not responsible for the criminal actions of drivers who are determined by the Sheriffs Department to be under the influence of alcohol causing injuries onto others during an auto accident. Therefore, the City is not liable for injuries caused by the drunk driver. (HR) Recommendation: Staff recommends that the City Council reject the claim of Rufina Ramirez v. City of Lynwood and send a standard letter of rejection. 17. PLAZA MEXICO'S 2012 CALENDAR OF EVENTS Comments: City staff receives requests for special events regularly. Pursuant to the Lynwood Municipal Code, such activities require approval of a special permit by the City Council. Often these requests are submitted at the last minute, not allowing staff time to process the application and forward to the City Council before the date of the event. (DS) Recommendation: Staff recommends that the City Council approve Plaza Mexico's calendar of events for the year 2012. 18. AWARD OF PURCHASE ORDER TO TEN TON TRUCK CENTER & FORKLIFT REPAIR INC. AND CENTURY RADIATORS AND TRANSFER OF FUNDS Comments Additional funds are needed to continue with uninterrupted vehicle repair services and issuance of two purchase orders for vehicles repairs. (PW ) Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE PURCHASE ORDER TO TEN TON TRUCK CENTER & FORKLIFT REPAIR INC. IN THE NOT —TO- EXCEED AMOUNT OF $40,000 AND CENTURY RADIATORS IN THE AMOUNT NOT -TO- EXCEED $20,000 FOR AUTOMOTIVE REPAIR SERVICES AND AUTHORIZE THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSER $60,000 FROM UNAPPROPRIATED GARAGE FUND TO ACCOUNT NO. 7011.45.420." 19. APPROVAL TO AMEND THE CONTRACT WITH VASQUEZ & COMPANY LLP FOR AUDITING SERVICES Comments The City Council approved an agreement with Vasquez & Company LLP to provide auditing services for a term of three years commencing on June 2, 2009 and terminating on June 1, 2012- Total payment pursuant to the existing agreement shall not exceed $51,500 for the third year of the contract term. (FIN) Recommendation: Staff recommends that the City Council amend the existing Agreement with Vasquez & Company LLP and adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND VASQUEZ & COMPANY LLP INCREASING THE NOT -TO- EXCEED ANNUAL FEE FROM $51,500 TO $65,000 FOR THE THIRD YEAR OF THE CONTRACT TERM ". 20. APPROVAL TO CONTRACT WITH BARTEL ASSOCIATES LLC FOR THE GASB 45 OPEB ACTUARIAL VALUATION Comments: Governmental Accounting Standards Board (GASB) Statement No. 45 — Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions requires the City of Lynwood to determine the City's obligations and cots for its post employment benefits (for retirees). In addition, the City of Lynwood makes annual contributions to the CaIPERS Trust to help the City fund its long -term liabilities for other post employment benefits (OPEB). The CalPERS Trust requires that the City submit an updated actuarial certification every two years. The actuarial valuation cannot be performed by City staff. It requires the expertise of a certified actuary. (FIN) Recommendation Staff recommends that the City Council approve the Agreement with Bartel Associates LLC and adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF LYNWOOD AND BARTEL ASSOCIATES, LLC'. NEW /OLD BUSINESS 21. LYNWOOD HOUSING AUTHORITY STIPEND Comments Government Code Section 36516 regulates City Council base pay, it also allows Councilmembers to receive extra pay for their service on boards, commissions or other bodies of an additional amount up to $150 per month combined. City Councilmembers previously received $30 per meeting for serving at Redevelopment Agency meetings, which would have been a maximum of $120 per month if four meetings were held in a month. However, as Redevelopment Agencies were eliminated on February 1, 2012, this resulted in a loss of approximately $60 per month in City Council total compensation (as the Redevelopment Agency met on average two times per month). On March 15, 2011, City Council approved Resolution No. 2011.066 to establish the Lynwood Housing Authority. While there is no stipend for attending these meetings, the City Council may elect to have a stipend of up to $50 per meeting, up to a maximum of 4 meetings, or $200 per month. (HR) Recommendation: Staff requests that the City Council amend resolution 2011.066 to allow stipend payments for service on the Lynwood Housing Authority. 22. ST. EMYDIUS CHURCH — REQUEST FOR USE OF LYNWOOD CITY PARK Comments St. Emydius Church (SEC) has requested use of Lynwood City Park to host their annual program in recognition of children completing Catechism. This event is scheduled to take place on Saturday, May 5, 2012 from 8:00 a.m. to 1:00 p.m. Expected attendance is approximately, 2,000 people. (REC) Recommendation: Staff recommends that the City Council review a request by St. Emydius Church for the use of Lynwood City Park and approve one of the following two options: 1. Approve use with the following provisions • St. Emydius Church pays the City's $400 - City Park Large Group Event Fee (100+ persons) as provided for in the City's Master Fee Schedule St. Emydius Church rents a 3 -yard trash bin container from Consolidated Waste at a cost of $178 • St. Emydius Church provides a refundable, $100 security deposit, as provided for in the City's Master Fee Schedule, to cover any loss by the City caused by the event • St. Emydius Church provides 3 portable toilets (at least one handicap accessible) at its own expense • St. Emydius Church provides 2 security guards at its own expense 2. Another option as directed by City Council 23. CONSIDERATION OF THE LYNWOOD FAMILIES AND CITY PARK PATRON BILL OF RIGHTS AND RESPONSIBILITIES Comments At the meeting of the City Council held on March 20, 2012, Mayor Morton directed staff to draft a Lynwood Families City Park Patron Bill of Rights reflecting a framework of community member rights and responsibilities when visiting Lynwood City Parks. (REC) Recommendation: Staff recommends that the City Council review and consider the adoption of the Lynwood Families and City Park Patron Bill of Rights and Responsibilities and accompanying actions. CITY COUNCIL ORAL AND WRITTEN COMMUNICATION JIM MORTON, MAYOR SALVADOR ALATORRE, MAYOR PRO -TEM AIDE CASTRO, COUNCILMEMBER RAMON RODRIGUEZ, COUNCILMEMBER MARIA T. SANTILLAN -BEAS, COUNCILMEMBER CLOSED SESSION 24. CLOSED SESSION ITEMS A. With respect to every item of business to be discussed in closed session pursuant to Government Code Section 54956.9: CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to subdivision (b) for Section 54956.9: Former Maintenance Worker Miguel Figueroa ADJOURNMENT THE NEXT REGULAR MEETING WILL BE HELD ON APRIL 17, 2012 AT 6:00 P.M. IN THE COUNCIL CHAMBERS OF THE CITY HALL, 11330 BULLIS ROAD, CITY OF LYNWOOD, CALIFORNIA. Op cYyb- °��'� ° AGENDA STAFF REPORT a4ro8•� DATE: April 3, 2012 TO: _ Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag PREPARED BY: Robert S. Torrez, Assistant City Manager-6< G. Daniel Ojeda, P.E., Director of Public Works /City Engineer SUBJECT: Proposed 2012 Transportation Revenue Certificates of Participation Issuance for Street Improvement Projects Recommendation: Staff recommends that the City Council, after conducting the public hearing, adopt the attached resolution entitled: "A RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) PURSUANT TO A TRUST AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, CERTIFICATE PURCHASE AGREEMENT AND AN INSTALLMENT SALE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH CERTIFICATES, AND AUTHORIZING THE FILING OF A VALIDATION ACTION AND OTHER MATTERS RELATING THERETO ". Background: The most recent study of the condition of City streets (prepared by a consultant in August 2010) concluded the overall condition of the City's pavement network was "Fair" with a weighted average Pavement Condition Index (PCI) score of 65.88 for asphalt concrete (AC) streets and 56.32 for Portland cement concrete (PCC) streets. This "Fair" assessment means that street deterioration will accelerate, and annual maintenance costs will increase, if the pavement does not receive capital maintenance or improvements. The City has been able to maintain its arterial streets in good condition (i.e. 96% "Fair" level) by aggressively pursuing and using Federal and Prop. C funds for AGENDA ITEM S Page 2 of 8 arterial street improvements. However, only 67% of collectors, 56% of residential streets and 34% of alleys are above the "Fair" level due to a general lack of funding for these types of improvements. This is the case for most cities in California In order to fund the repair, upgrade and reconstruction of residential streets which are in "Poor' or "Fair" condition, staff proposed to issue about $5.5 million of Certificates of Participation (COPs) through the California Statewide Communities Development Authority (California Communities) Total Road Improvements Program (TRIP). These TRIP COPs would raise funds which would be used for Asphalt Rubber Aggregate Membrane (ARAM) projects and for conventional Grind and Overlay /Reconstruction projects to improve residential streets. On March 6, 2012 the City Council adopted the resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE STREET IMPROVEMENT PROJECTS TO BE FUNDED BY THE ISSUANCE OF PROPOSED 2012 MEASURE R BONDS THROUGH THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY" Discussion & Analysis: In order to provide funding to repair, upgrade or reconstruct residential streets that are in poor to fair condition, staff is now proposing to issue up to $9 million of Measure R and Gas Tax backed COPS to finance improvements to residential streets. Financing Plan Article 19 of the California Constitution authorizes the collection of the Motor Vehicle Fuel Tax (the "Gas Tax ") to be used for operation, construction, or maintenance of public streets and highways. The Gas Tax is an 18 cent per gallon State fuel excise tax. Last year, the Gas Tax was increased by 17.3 cents by the State Legislature which was offset by reducing the amount of gasoline sales tax (Prop. 42 funds) distributed to local agencies. The California State Controller allocates the Gas Tax to cities and counties monthly based on factors such as population according to Section 2103, 2105, 2106, and 2107 of the California Streets & Highway Codes. The City of Lynwood receives about $1.7 million of Gas Tax Revenues annually. Measure R was passed by the voters of Los Angeles County in November 2008 to "finance new transportation projects and programs, and accelerate those already in the pipeline" (LACMTA website). The '/2 cent sales tax measure allocates 15% of annual Measure R Revenues to projects for local cities through the L.A. County Metropolitan Transportation Authority (LACMTA) Local Return Program. The City of Lynwood Page 3 of 8 collects about $650,000 of Measure R Revenues annually. This revenue is expected to grow over the years. The California Statewide Communities Development Authority ( "California Communities ") is a joint powers authority that was co- founded by the League of California Cities and California State Association of Counties to provide California local governments and private entities access to low -cost, tax - exempt financing programs. The City of Lynwood is a member of California Communities. In 2007, California Communities implemented a street financing pool program known as the Total Road Improvement Program ('TRIP" or 'Program ") to assist cities and counties in their efforts to finance larger scale street improvement projects. Participating in the Program is beneficial because the documentation is standardized and the overall process is very efficient and cost effective. Under the Program, California Communities would cause the execution and delivery of Certificates of Participation (COPS) on behalf of the City of Lynwood and other local cities. COPS are, essentially, another form of municipal financing that are frequently issued to finance capital projects. Lynwood has issued COPS previously. Staff recommends authorizing the issuance of the COPs with the California Communities TRIP pool to reduce financing costs and to increase the overall COP issue size, which in turn could make the issue more attractive to investors and should reduce borrowing costs. Staff is proposing the execution and delivery of the Transportation Revenue COPs in an amount not to exceed $9 million. However, with Council approval, staff proposes to actually issue less than $9 million; most likely approximately $7.5 million which, after accounting for the required reserve and issuance costs, would yield net proceeds of approximately $6.5 million for street projects. The COPs will be secured solely by Gas Tax revenues that the City receives from the State of California and Measure R Revenues the City receives from LACMTA. Each local agency participant would be responsible for installment payments relating to their share of the COPS. For example, if three cities join the pool, including Lynwood, and the COPs issued by California Communities for this pool total $27 million, Lynwood would only be obligated for its $9 million share. No city is responsible for any other city's obligation under the Program. Street Projects to Be Financed Staff proposes using the following types of street improvement methods: Page 4 of 8 1. Street Pavement Rehabilitation using ARAM: This project will utilize the Asphalt Rubber Aggregate Membrane (ARAM) process for a number of residential streets that have the PCI level between 45 and 64. This pavement process has never been used in Lynwood; however, it has been used by numerous cities in Southern and Northern California and Caltrans with great success. This process is similar to the Chip Seal process with the utilization of an asphalt rubber membrane that provides better protection against water infiltration and reflective cracking. Staff is proposing to use about $2.9 million for this project, which will cover approximately 1,665,000 square feet of pavement. The streets included in this project will not require any additional design; however, some concrete replacement work (includes curb and gutter, cross gutters, and sidewalks) will be done as needed. 2. Street Pavement Rehabilitation using Grind/ Overlav/ Reconstruction: This is the conventional street improvement method used for residential streets having a PC[ between 25 and 44 (very poor). Staff is proposing to use $3.6 million for this project, which will cover approximately 825,000 square feet of pavement. The streets included in this project may require some design engineering depending on the location in order to address some existing drainage issues. Concrete replacement work will also be done as needed. Please see Attachment 6 for a detailed list of street (ARAM and Grind /Overlay) projects to be financed from the COPs. Financing Structure The Certificates will be repaid over 25 years with annual payments of approximately $550,000. It is projected that 100% of the annual COP payments will be paid for from Measure R Revenues (estimated to be $650,000 annually). Please see Attachment No. 7 for a detailed breakdown of the analysis. To enhance the credit of the COPs, and attract lower interest rates on the bonds, both the City's annual Measure R and Gas Tax Revenues will be pledged to the annual COP payment. Therefore, the combined annual Measure R and Gas Tax Revenues will be structured to provide 4.27 times coverage over the annual COP payments (meaning the pledge is sufficient to cover the $550,000 bond payment more than four times over). All revenues in excess of the annual COP payment would be unencumbered and available for any permissible use by the City. Based upon the above projections, about $100,000 in annual Measure R Revenues would be leftover and $1,685,246 (or 100 %) of Gas Tax Revenues would be available for use by the City for ongoing street operations and maintenance. The Certificates are expected to garner an "A" underlying Page 5 of 8 rating from S &P due to the pledge of revenues, plus the City's recent history of strong fiscal policies and leadership. Based on a 5.75% interest rate and a 25 -year financing term, the amount of COPs to be issued is projected to be $7.5 million, which is projected to net the City approximately $6.5 million in project proceeds after setting aside money for the reserve fund and paying costs of issuance. The estimated reserve fund is $549,900 and the estimated costs of issuance are $212,532. The proposed not -to- exceed amount of this series of COPS to be allocated to the City is conservatively set at $9 million which provides the City flexibility to take advantage of favorable interest rates and raise additional proceeds at the same level of Certificate payments or modify the plan of finance prior to the pricing. Judicial Validation Process Prior to the execution and delivery of the Certificates, the financing structure and pledge of Gas Tax Revenues and Measure R Revenues will be judicially validated pursuant to proceedings to be commenced in the Superior Court of the County of Los Angeles, pursuant to the provisions of Section 860 et. Seq. of the California Code of Civil Procedure. The Gas Tax Revenue pledge and financing structure has been successfully validated under the same Program for many cities across the State. If unchallenged, the Superior Court of the County of Los Angeles is expected to enter a default judgment to the effect that the Installment Payments are valid, legal, and binding obligations of the City and that the City has the legal ability to pledge Gas Tax Revenues and Measure R Revenues toward the repayment of Installment Sale Agreement. Judicial validation is required so that bond counsel can opine that the Certificates are valid and legal. The City will be responsible for paying a $7,500 legal fee to Orrick Herrington & Sutcliffe (bond & special counsel handling the validation proceedings) in the case that the validation package is filed, but not successful. If the validation package is filed and the proceedings are successful, but the City chooses to otherwise not move forward with the Program, the City will be responsible for paying $15,000 to Orrick to cover legal fees incurred on its behalf. These fees can be paid from the Certificate proceeds; otherwise they must be paid out -of- pocket by the City. City Council is being asked to authorize the sale, execution and delivery of the Certificates, as well as the commencement of the judicial validation process. The validation process involves several steps that allow public response and takes several months. Page 6 of 8 Estimated Financing Schedule If the Council authorizes staff to move forward with the TRIP financing program, the COPs will be issued mid -July 2012 and the City will be able to fund street projects by the end of July 2012. A projected schedule is shown below. April 3, 2012 City Council approval April - June, 2012 Judicial validation proceedings with Superior Court July 5, 2012 End of validation proceedings and appeal period July 2012 Print and mail Preliminary Official Statement to investors Mid -July 2012 Sale of Certificates through California Communities End of July 2012 Certificate closing; funds available to City Explanation of Recommended Actions /Documents for Approval Below is an explanation of the actions and documents to be approved by Council. Resolution No. 2012.061(Attachment No. 1) will accomplish the following: • Approves the form of the following documents: • Installment Sale Agreement (Attachment No. 2) • Trust Agreement (Attachment No. 3) • Preliminary Official Statement (Attachment No. 4) o Certificate Purchase Agreement (Attachment No. 5) • Approves the sale of the Certificates in an amount not to exceed $9 million. • Authorizes the Mayor, City Clerk, City Manager and Assistant City Manager as applicable, to execute all of the above documents, and such other documents and certifications that may be necessary to consummate the transaction. • Approves the sale of the Certificates to the underwriter, E. J. De La Rosa & Co., Inc. on a pooled or stand -alone basis at a net interest cost of not more than 7.00 percent and an underwriter's discount of not more than 1.25 percent. • Authorizes the commencement and completion of proceedings required for the judicial validation of the validity of the foregoing documents and the pledge of Gas Tax revenues to the payment of Installment Payments (as defined below). The documents presented for approval are as follows: Page 7 of 8 Installment Purchase Agreement. The Installment Purchase Agreement between the City and California Communities to transfer the Project to the City, in consideration of which the City will obligate itself to make installment payments for the Project for California Communities in the amounts and on the dates set forth in the Installment Purchase Agreement (the "Installment Payments "). Trust Agreement. The Trust Agreement defines the terms and conditions of the Certificates, the rights and obligations of the City, California Communities, the municipal bond insurer, if any, the trustee (Wells Fargo Bank, N.A.), and the Certificate holders. Preliminary Official Statement. The Preliminary Official Statement provides disclosure on California Communities, the Certificates, the City and other pertinent information to potential investors needed prior to making an investment decision. The Preliminary Official Statement will also provide disclosure on other participants which may become part of the offering of the Series 2012C Transportation Revenue COPs. Certificate Purchase Agreement. The Certificate Purchase Agreement among California Communities, E. J. De La Rosa & Co. and the City defines the terms and conditions under which the Certificates will be purchased by the underwriter. Fiscal Impact: Annual COP payments will be about $550,000 and paid over 25 years. COP payments are expected to be paid solely from the City's Measure R Revenues, although Gas Tax Revenues have also been pledged to strengthen the financing. The City retains the flexibility to use its future Gas Tax Revenues to make COP payments at its own discretion. Proceeds from the sale of the Certificates will fund street projects totaling up to $6.5million. Payments over the 25 years will total about $14,925,000. All financing costs of about $212,000 will be paid for out of proceeds from the issuance of the COPs (assuming the validation proceedings are successful). If the City does not proceed with the COP financing, the only fee that must be paid is a $15,000 validation fee payable to Orrick, Herrington & Sutcliffe (bond counsel). Please note that the City is participating in a financing offered through the statewide CSCDA (financing authority sponsored by the League of California Cities and California State Association of Counties) and as such all financing team consultants were selected, via a competitive process, by CSCDA. However, City staff has retained the services of the financial advisory firm Montague DeRose & Associates, LLC under the City Manager's authority. These fees will be paid directly from the COPs proceeds. Page 8 of 8 Notification: A "Notice of Public Hearing" was published on March 22, 2012, in the Lynwood Press Wave in accordance with in accordance with Section 6586.5 of Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. Attachments: 1. Resolution No. 2012.061 Approving the Execution and Delivery of California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2011C (TRIP — Total Road Improvement Program) Pursuant to a Trust Agreement, Authorizing the Execution and Delivery of a Trust Agreement, Certificate Purchase Agreement and an Installment Sale Agreement, Authorizing the Distribution of an Official Statement in Connection with the Offering and Sale of Such Certificates, and Authorizing the Filing of a Validation Action and Other Matters Relating Thereto 2. Installment Sale Agreement 3. Trust Agreement 4. Preliminary Official Statement 5. Certificate Purchase Agreement 6. Street Project List (ARAM and Grind /Overlay) 7. 25 -Year COP Financing Analysis (Preliminary) Coordinated With: City Attorney's Office City Managers Office Public Works Department RESOLUTION NO. 2012.061 A RESOLUTION APPROVING THE EXECUTION AND DELIVERY OF CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) PURSUANT TO A TRUST AGREEMENT, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, CERTIFICATE PURCHASE AGREEMENT AND AN INSTALLMENT SALE AGREEMENT, AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF SUCH CERTIFICATES, AND AUTHORIZING THE FILING OF A VALIDATION ACTION AND OTHER MATTERS RELATING THERETO WHEREAS, the California Statewide Communities Development Authority (the "Authority ") is empowered to assist the City of Lynwood (the "City ") in financing certain public capital improvements pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act') and pursuant to that certain Amended and Restated Joint Exercise of Powers Agreement among a number of California cities, counties and special districts, including the City of Lynwood, dated June 1, 1988; WHEREAS, the legislative body (the "Legislative Body') of the City has determined that the design, acquisition and construction of certain roadway improvements and street resurfacing, (as more fully described in the herein defined Installment Sale Agreement, the 'Project') is necessary and proper for, and for the common benefit of, the City, and under the terms of applicable law, the payment for such Project may be made from motor vehicle fuel tax revenues received by the City from the State of California, and deposited into the Gas Tax Fund, as defined in the Installment Sale Agreement; WHEREAS, in order to achieve a lower net interest cost and lower costs of issuance in connection with financing the acquisition of the Project, the City has determined to participate with certain other local agencies which are also members of the Authority (collectively, the "Local Agencies ") in the California Communities Total Road Improvement Program (TRIP) (the 'Program ") established by the Authority to finance street improvement projects, such as the Project; WHEREAS, pursuant to the Program the Authority will acquire and construct the Project for, and sell the Project to, the City, pursuant to an Installment Sale Agreement by and between the City and the Authority, in the form presented to this meeting (with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Installment Sale Agreement'); WHEREAS, the City desires to authorize the execution and delivery of additional Contracts, as defined in the Installment Sale Agreement, in the future from time to time for the purpose of financing the design, acquisition and construction of additional roadway improvements and street resurfacing, which are necessary and proper for, and for the common benefit of, the City, the payment for which may be made from motor vehicle fuel tax revenues received by the City from the State of California, and deposited into the Gas Tax Fund; WHEREAS, installment sale payments payable in connection with the installment sale agreement of each local agency participating in the Program will be combined, and Wells Fargo Bank, National Association, as trustee (the "Trustee "), pursuant to a Trust Agreement, among the Authority, the Trustee and the Local Agencies (such Trust Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Trust Agreement "), will execute and deliver California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (or such other subseries to be designated) (T.R.I.P. — Total Road Improvement Program) (the "Certificates "), which evidence and represent proportionate and undivided interests in such combined installment sale payments; WHEREAS, the Authority may determine that securing the timely payment of the principal and interest evidenced by the Certificates by obtaining a bond insurance policy (a "Certificate Insurance Policy ") with respect thereto issued by a municipal bond insurer (a "Certificate Insurer') could be economically advantageous to the Local Agencies; WHEREAS, E. J. De La Rosa & Co., Inc., or such other investment banking firm as may be selected in the sole discretion of the Authority (the "Underwriter "), has submitted to the Local Agencies and the Authority a proposed form of an agreement to purchase the Certificates in the form of a Certificate Purchase Agreement (the "Certificate Purchase Agreement "); WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official Statement ") to be distributed in connection with the public offering of the Certificates has been prepared; WHEREAS, the City is a member of the Authority and the Project is to be located within the boundaries of the City; WHEREAS, the improvement and reconstruction of the Project will provide additional life and more efficient fuel consumption on the streets resulting in significant public benefit; WHEREAS, the City hereby finds that the financing of such public capital improvements within the City will result in significant public benefits in the form of a safe and reliable transportation network, demonstrable savings in effective interest rates, and the more efficient delivery of City services to residential and commercial development; WHEREAS, on this date, the City held a public hearing on the financing of such public capital improvements within the City in accordance with Section 6586.5 of the Act; 2 WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in a newspaper of general circulation in the City of Lynwood; and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS: Section 1. The foregoing recitals herein contained are true and correct and the Legislative Body so finds. Section 2. The Project is hereby approved. Any of the Authorized Officers designated in Section 9 hereof (the "Authorized Officers ") are authorized to implement the Project in accordance with the provisions of the Installment Sale Agreement and this Resolution. Section 3. The form of the Installment Sale Agreement, on file with the Clerk of the Legislative Body, is hereby approved, and the Authorized Officers, are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Installment Sale Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the principal components of the installment sale payments shall not exceed $9,000,000, the true interest cost applicable to the interest components of the installment payments shall not exceed 7.00% per annum and the final principal installment due on the Installment Agreement shall be no later than June 1, 2042. Pursuant to the terms of the Installment Sale Agreement, the Legislative Body further authorizes the execution and delivery of additional Contracts in the future from time to time for the purpose of financing the design, acquisition and construction of additional roadway improvements and street resurfacing, which are necessary and proper for, and for the common benefit of, the City, the payment for which may be made from motor vehicle fuel tax revenues received by the City from the State of California, and deposited into the Gas Tax Fund, and /or Measure R Revenues. Section 4. The form of Trust Agreement, on file with the Clerk of the Legislative Body, is hereby approved, and the Authorized Officers, are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Trust Agreement in substantially said form, with such changes, insertions 3 and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The execution and delivery of the Certificates, on the terms and conditions set forth in, and subject to the limitations specified in, the Trust Agreement and the Installment Sale Agreement, is hereby authorized and approved. The Certificates shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Trust Agreement, as the same shall be completed. Section 5. The form of Certificate Purchase Agreement, on file with the Clerk of the Legislative Body, including the form of the Pricing Confirmation set forth as an exhibit thereto (the "Pricing Confirmation ") is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Certificate Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriter's discount for the sale of the Certificates shall not exceed 1.25% of the aggregate principal amount of the principal components of the installment sale payments payable under the Installment Sale Agreement. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy shall be deemed effective execution and delivery for all purposes. Section 6. The form of Preliminary Official Statement, on file with the Clerk of the Legislative Body, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. Any one of the Authorized Officers is hereby authorized and directed to provide the Underwriter with such information relating to the City as they shall reasonably request for inclusion in the Preliminary Official Statement and Official Statement. Upon inclusion of the information relating to the City therein, the Preliminary Official Statement is, except for certain omissions permitted by Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended (the "Rule "), hereby deemed final within the meaning of the Rule; provided that no representation is made as to the information contained in the Preliminary Official Statement relating to the other Local Agencies or any Certificate Insurer or Certificate Insurance Policy. If, at any time prior to the end of the underwriting period, as defined in the Rule, any event occurs as a result of which the information contained in the Preliminary Official Statement relating to the City might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriter. The Authority is hereby authorized and directed, at or after the time of the sale of the Certificates, for and in the name and on behalf of the City, to execute a final Official Statement in substantially the form of the Preliminary Official Statement presented to this meeting, with such additions thereto or changes therein as the Authority may approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4 Section 7. The Authority is hereby authorized to apply for a Certificate Insurance Policy for the Certificates and to obtain such insurance if the present value cost of such insurance is less than the present value of the estimated interest savings with respect to the Certificates. Section 8. The form of Installment Sale Agreement provides that Measure R Revenues, as a category of Other Available Revenues, as those terms are respectively defined in the Installment Sale Agreement, may be used to make 2012 Installment Sale Payments. Prior to the execution and delivery of the Installment Sale Agreement, the Authorized Officers, in consultation with the City's Financial Advisor for the Program, shall determine if significant interest rate savings could be achieved through a formal pledge of Measure R Revenues to the payment of 2012 Installment Sale Payments; and if so determined, the Installment Sale Agreement may be amended to reflect such pledge, subject to any then outstanding commitment or pledge of Measure R Revenues, such amendment to be conclusively evidenced by the execution and delivery of the Installment Sale Agreement. Section 9. The Authorized Officers are, and each of them is, authorized and directed, for and in the name of the City, to instruct Orrick, Herrington & Sutcliffe LLP, as special counsel to the Program to bring a validation action under Section 860 of the California Code of Civil Procedure to determine the legality and validity of the Installment Sale Agreement, the Trust Agreement, the Certificates and the other documents and proceedings authorized pursuant to this Resolution and to execute and return the fee agreement for such services on file with the Clerk. Section 10. The Authorized Officer designated below and any and all other officers, agents and employees of the City are hereby authorized and directed to take any and all actions and execute and deliver any and all documents necessary or convenient to accomplish the purposes of this Resolution. Authorized Officers: TITLE (1) Mayor (2) City Manager (3) Assistant City Manager Section 11. All actions heretofore taken by the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified. Section 12. This Resolution shall be in full force and effect upon its adoption. 5 PASSED, APPROVED AND ADOPTED this day of 2012. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney Jim Morton Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: Robert S. Torrez Assistant City Manager STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 3`d day of April, 2012. AYES: NOES: ABSENT: Maria Quinonez, City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2012.061 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 3`d day of April, 2012. Maria Quinonez, City Clerk 7 ATTACHMENT 2012 INSTALLMENT SALE AGREEMENT by and between the CITY OF LYNWOOD as Purchaser and the, CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Seller for the CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) Dated as of 1, 2012 OHSUSA.7501256722 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .......................... ........ ... ... ...... .................. 3 Section 1.01 Definitions .... ......... ... ... ... ............................. ................... 3 Section 102. Terms defined in the Trust Agreement ............. ....................... 10 ARTICLE II THE PROJECT .............. ......... ........ .. ............................... .... .......... 11 Section 2.01 Design, Acquisition, Construction and Sale of the Project ............. 11 ARTICLE III 2012 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE..... ........ ... .................... ... ....................... ... .................. .. 12 Section 3 01 Purchase Price and Administration Fee ................... ....................... 12 Section 3 02. Payment of 2012 Installment Sale Payments and Administration Fee .............. ..... .............. ............................... 12 Section 3.03. Prepayment of 2012 Installment Sale Payments ......................... ..... 15 ARTICLE IV ADDITIONAL CONTRACTS .. ........ ............................ .................... 16 Section 4.01. Additional Contracts .............. ......................... ............................... 16 ARTICLE V REPRESENTATIONS AND COVENANTS OF THE LOCAL AGENCY AND THE AUTHORITY .................... ......................... .......... 17 Section 5.01 Authority; Compliance with 2012 Installment Sale Agreement and Trust Agreement .............. ........................ ............................... 17 Section 5.02. Use of Proceeds of Certificates ........................... ............................... 17 Section 5.03. Against Encumbrances.. : ..................................... .................... ..... 17 Section 5.04. Maintenance of Revenues ...................... ... I .... .............. I........... 18 Section 5.05 Tax Covenants ................................................ ............................... 18 Section 5.06. Prompt Acquisition and Construction of the Project ....................... 19 Section 5.07 Accounting Records and Financial Statements ...... :........................... 19 Section 5.08. Protection of Security and Rights of the Authority and the Trustee..... ......... ... ................................. ............................... .... 19 Section 5.09 Further Assurances ..... ........... .......... .................................... ......... 19 Section 5.10. Continuing Disclosure .. ............. ............................... .................... 19 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES .... ............................... ... .... 20 Section 6.01. Events of Default and Acceleration of Principal ................... ......... 20 Section 6.02. Application of Revenues Upon Acceleration ..... ............................... 21 Section 6.03 Other Remedies ............ ............................... ... ............................... 21 Section 6.04. Non - Waiver ... ... ... ........... ......................... .................. .. 21 OHSUSA.750125672 2 -i- TABLE OF CONTENTS ,(continued) Page Section 6.05 Remedies Not Exclusive ... ......... ..... ... .... 22 ARTICLE VII DISCHARGE OF OBLIGATIONS ... ...... ... ... ... 23 Section 7 01 Discharge of Obligations .... ........ ... ... ... ...... ........ .. 23 ARTICLE VIII MISCELLANEOUS ...... ... ... ........... ....... ...... ... 25 Section 8.01. Liability of Local Agency Limited to Revenues . ........... ...... 25 Section 8.02. Benefits of 2012 Installment Sale Agreement .............. ............... 25 Section 8.03. Successor Is Deemed Included in all References to Predecessor 25 Section 8.04 Waiver of Personal Liability ....... .:. ..... ..... ... ... ... ........ ... 25 Section 8.05 Article and Section Headings, Gender and References ................ 25 Section 8.06. Partial Invalidity ...... ......... .................... ........... ......... 26 Section 8.07 Assignment ... ... .............. ............ ................... ....... 26 Section 8.08. Net Contract ...... ............. ... ............. ............ ... ... ... 26 Section 8.09. California Law ....................... ..................... ........................... .. 26 Section 8.10. Indemnification ... ............ . Section 8.11. Funds ........... ...... ..... ..................... ....................... ... 26 Section 8.12. Notices; Authorized Local Agency Representative .......... ............. 27 Section 8.13. Effective Date ........ ...... ... ............... ................. ....... 27 Section 8.44 Execution in Counterparts .... ............ ......... ........ ...... ... 27 EXHIBIT A — 2012 INSTALLMENT SALE PAYMENTS SCHEDULE ....... .......... A -1 EXHIBIT B — DESCRIPTION OF ACCELERATED STREET IMPROVEMENT PROJECT ......... ............. ... . ............................... B-1 OHSUSA.750125672.2 -n- 2012 INSTALLMENT SALE AGREEMENT This 2012 INSTALLMENT SALE AGREEMENT (the "2012 Installment Sale Agreement'), dated as of 1, 2012, by and between the CITY OF LYNWOOD, a municipal corporation organized and existing under the Constitution of the State of California (the "Local Agency "), and the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the "Authority "), WITNESSETH- WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Govemment Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers the Authority to cause certificates of participation to be executed and delivered to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, the Local Agency has determined that the design, acquisition and construction of certain roadway improvements and street resurfacing, as hereinafter described (the "Project') is necessary and proper for Local Agency purposes and uses, and under the terms of applicable law, the payment for such Project may be made from Gas Tax Revenues and Measure R Receipts, as those terms are hereinafter defined, and is for the common benefit of the Local Agency as a whole; WHEREAS, in order to achieve a lower net interest cost and lower costs of issuance in connection with financing the Project, the Local Agency has determined .to participate with certain other local agencies in the California Communities T.R LP. — Total`Road Improvement Program (the "Program ") established by the Authority to finance projects, such as the'Project; WHEREAS, pursuant to the Program the Authority has determined to acquire and construct the Project for, and sell the Project to, the Local Agency; WHEREAS, the Local Agency has determined to make installment sale payments as hereinafter described to the Authority for the repayment of the costs of the design, acquisition and construction of the Project and the incidental costs and expenses related thereto paid by the Authority; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the 2012 Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the 2012 Installment Sale Agreement; OHSUSA.750125672.2 NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS. OHSUSA.750125672 2 2 ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Accountant's Report "Accountant's Report" means a report signed by an Independent Certified Public Accountant. Accreted Value "Accreted Value" means, with respect to any Capital Appreciation Certificates, as of the date of calculation, the initial amount thereof plus the interest accrued thereon to such date of calculation, compounded from the date of initial delivery at the approximate interest rate thereof on each June 1 and December 1, as determined in accordance with the table of accreted values for any Capital Appreciation Certificates prepared at the time of sale thereof, assuming in any year that such Accreted Value increases in equal daily amounts on the basis of a year of three hundred sixty (360) days composed of twelve (12) months of thirty (30) days each. Acquisition Fund "Acquisition Fund" means the fund by that name established pursuant to Section 2.11 of the Trust Agreement. Administration Fee "Administration Fee" means an amount equal to the sum of the Authority Fee, the Trustee Fee, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of the Program, payable on the 15th day of the month preceding each Certificate Payment Date, for the administrative costs of the Project and the Program. Authority "Authority" means the California Statewide Communities Development Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California and an Amended and Restated Joint Exercise of Powers'Agreement, dated as of June 1, 1988, among a number of California cities, counties and special districts, including the Local Agency, as amended. OHSUSA:750125672.2 3 Authority Fee "Authority Fee" means the annual administration fee of the Authority payable, in advance, on , 2012 and thereafter on each Certificate Payment Date, equal to .02% of the outstanding amount of the principal components of the 2012 Installment Sale Payments. Authorized Authoritv Representative "Authorized Authority Representative" means any member of the Commission of the Authority and any other person as may be designated and authorized to sign on behalf of the Authority pursuant to a resolution adopted thereby Authorized Local Agency Representative "Authorized Local Agency Representative" means the person or persons designated in Section 8.12 hereof or any other person at the time designated to act on behalf of such Local Agency by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such Local Agency by an Authorized Local Agency Representative. Business Day "Business Day" means any day on which the Trustee is open for business at its corporate trust office in Los Angeles, California. Capital'Appreciation Certificates "Capital Appreciation Certificates" means any certificates of participation in 2012 Installment Sale Payments described as such when executed and delivered. Certificates "Certificates" means the California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.ILLP — Total Road Improvement Program), executed and delivered in accordance with the Trust Agreement. Code "Code" means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder Continuine Disclosure Agreement "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement, dated ' 2012, by and between the Local Agency and the Trustee, in its capacity as Trustee and as Dissemination Agent, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. OHSUSA.750125672.2 4 Contracts "Contracts" means all installment sale contracts, capital leases or similar obligations of the Local Agency authorized and executed by the Local Agency under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and,pursuant,to which are payable from Revenues on a panty with the payment of the 2012 Installment Sale Payments. Debt Service "Debt Service" means, for any Fiscal Year, the sum of that portion of the Instalhncnt Sale Payments required to be made at the times provided in the Contracts that would have accrued during such Fiscal Year if such Installment Sale Payments were deemed to accrue daily.in equal amounts from, in each case, the next preceding Installment Sale Payment 'Date of interest or' principal or the date of the pertinent Contract, as the case may be; provided, that (a) if any of the Installment Sale Payments due under any of such Contracts are, evidenced by, Capital. Appreciation Certificates, then the Accreted Value payment shall be deemed a principal payment' and interest that is compounded and paid as Accreted Value shall be' deemed due on the scheduled redemption or payment date of such Capital Appreciation Certificate; (b) if any of the Installment Sale Payments due under any such Contracts bear interest payable pursuant to a variable interest rate formula, the interest rate on such Contracts for periods when the actual interest rate cannot yet be determined, shall be assumed to be equal to the greater of (i) the actual rate on the date of calculation, or if such Contracts are not yet outstanding, the initial rate '(if then established and binding), (ii) if the Contracts have been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii)(1) if interest on such Contracts is excludable from gross income under the applicable provisions of the Code, the most recently published "Bond Buyer 25 Bond Revenue Index" (or comparable index if no longer published), or (2) if interest is not so excludable, the interest rate on direct U.S. Treasury obligations with comparable maturities; (c) if any of the Contracts is secured by an irrevocable letter, of credit issued by a bank having a combined capital and surplus' of at least $75,000,000, the principal payments or deposits with respect to such Contracts nominally due in the last Fiscal Year in which such Contracts mature may, at the option of the Local Agency, be treated as if they were due as specified in any loan agreement or reimbursement agreement issued in connection with such letter of credit or pursuant to the repayment provisions of such letter of credit and interest on such Contracts after such Fiscal Year shall be assumed to be payable pursuant to the terms of such loan agreement or reimbursement agreement or repayment provisions and (d) if any of such Contracts is not secured by a letter of credit as described in clause (c) of this definition and 20% or more of the original principal of the Installment Sale Payments due under such Contracts*is not -due until the final stated maturity of the Installment Sale Payments due under such Contracts, such principal may, at the option of the Local Agency, be treated as if it were due based upon a level - amortization of such principal over the term of such Installment Sale Payments or 30 years, whichever is greater. Event of Default "Event of Default" means an event described in Section 6.01 011SUSA.7501256712 5 Federal Securities "Federal Securities" means United States of America Treasury bills, notes, bonds or .certificates of indebtedness, or obligations for which the full faith and credit of the United States of America are pledged for the payment of interest and principal and interest strips of the Resolution Funding Corporation for which separation of principal and interest is maintained in book -entry form. Fiscal Year "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the governing body of the Local Agency as the Fiscal Year of the Local Agency Gas Tax Account "Gas Tax Account" means the account established pursuant to State law by ordinance adopted by the governing body of the Local Agency and pursuant to section 3 02 hereof. Gas Tax Revenues "`Gas Tax Revenues" means all amounts received by the Local Agency from the State in accordance with Streets and' Highways Code Sections 2103, 2104(d), (e) and (f); 2105, 2106 and 2107, as such provisions may be amended, and all other revenues (except revenues received by the Local Agency in accordance with Streets and Highways Code Section 2107.5), if any, received by the Local Agency from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions or reimbursements received by the Local Agency from the State in lieu of such revenues. Independent Certified Public Accountant "Independent Certified Public Accountant" means any firm of certified public accountants appointed by the Local Agency which is independent pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants. 2012 Installment Sale Agreement "2012 Installment Sale Agreement" means this installment sale agreement by and between the Local Agency and the Authority, dated as of 1, 2012, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement. Installment Sale Payments; 2012 Installment Sale Payments "Installment Sale Payments" means the installment sale, rental or •other periodic payments scheduled to be paid by the Local Agency under and pursuant to the Contracts. OHSUSA.750125672 2 6 "2012 Installment Sale Payments" means the Installment Sale Payments scheduled to be paid by the Local Agency under and pursuant to this 2012 Installment Sale Agreement. Installment Sale Payment Date; 2012 Installment Sale Payment Date "Installment Sale Payment Date" means any date on which Installment Sale Payments are, scheduled to be paid by the Local Agency under and pursuant to any Contract. "2012 Installment Sale Payment Date" means any date on which 2012 Installment Sale Payments are scheduled to be paid by the Local Agency under and pursuant to this 2012 Installment Sale Agreement. Interest Payment Date "Interest Payment Date" means a date on which interest evidenced and represented by the Certificates is due and payable, being June I and December I of .each year, commencing -1,20. . Local Agency; Local Agencies "Local Agency" means the City of Lynwood, a municipal corporation organized and existing under the Constitution of the State of California. The plural term "Local Agencies" refers to the Local Agencies listed in Schedule I to the Trust Agreement. Maximum Annual Debt Service "Maximum Annual Debt Service" means the greatest total Debt Service payable in any Fiscal Year during the period commencing with the then current Fiscal Year and terminating with the Fiscal Year in which payments are due under the last Contract. Measure R Ordinance "Measure R Ordinance" means Ordinance No. 08 -01, the Traffic Relief and Rail Expansion Ordinance, adopted by the Los Angeles County Metropolitan Transportation" Authority on July 24, 2008, and approved by at least two- thirds of electors voting on such. proposition in the November 4, 2008 election, as supplemented and amended. Measure R Project "Measure R Project" means a capital project for which Measure 'R Receipts may be expended. Measure R Receipts "Measure R Receipts" means Measure R Revenues allocated by the Los Angeles County Metropolitan Transportation Authority to the Local Agency pursuant 'to the Measure R Ordinance from the Local Return Subfund established under the Measure R Ordinance; to the OHSUSA.750125672.2 7 extent the Project constitutes a Measure R Project, in an amount not greater than the Installment Sale Payments related to such Measure R Project. Measure R Receipts Account "Measure R Receipts Account" means the account by that name established pursuant to Section 3.02 hereof. Measure R Receipts Coverage Amount "Measure R Receipts Coverage Amount" means an amount in any Fiscal Year equal to Measure R Revenues allocated to the Local Agency in excess of Measure R Receipts but not more than 50% of Measure R Receipts for such Fiscal Year Measure R Revenues "Measure R Revenues" means revenues of the Los Angeles County Metropolitan Transportation Authority pursuant to the Measure R Ordinance derived from a retail transactions and use tax imposed in the County of Los Angeles pursuant to Division 12 (Section 130350 et seq.) of the Public.Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented, and the Measure R Ordinance. [Collection of the Measure R Revenues commenced on July 1, 2009 and terminates on July 1, 2039 ] Opinion of Counsel "Opinion of Counsel" means a written opinion of counsel of national reputation generally recognized to be well qualified in the field of law relating to municipal obligations such as the Certificates, retained by the Local Agency and satisfactory to the Trustee (who shall be under no liability by reason of such approval). Other Available Revenues "Other Available Revenues" means revenues, other than Revenues as herein defined, legally available to the Local Agency to make Installment Sale Payments, if any Proceeds Subaccount "Proceeds Subaccount" means the Proceeds Subaccount of the Acquisition Fund established pursuant to Section 2.11 of the Trust Agreement. Pro Rata Share of Principal "Pro Rata Share of Principal" means; during any month, an amount of principal becoming due and payable hereunder on the next succeeding Certificate Payment Date that would have accrued if such principal were deemed to accrue monthly in equal amounts from the preceding Certificate Payment Date. OHSUSA.750125672.2 8 Project "Project" means the design, engineering, permitting and construction by the Authority' for sale to the Local Agency, of certain street and roadway improvements and resurfacing, all as described more particularly in Exhibit B, attached hereto and incorporated herein. - Purchase Pike "Purchase Price" means the total of all 2012 Installment Sale Payments owed by the Local Agency to the Authority under the conditions and terms hereof for the repayment of'the, costs of the design, acquisition and construction of the Project and the incidental costs and expenses related thereto paid by the Authority Rebate Amount "Rebate Amount" means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of, America with respect to the Certificates. Rebate Analyst "Rebate Analyst" means BLX Group. Rebate Analyst's Fee "Rebate Analyst's Fee" means the fee payable to the Rebate Analyst, payable annually on each Certificate Payment Date in the amount of $650 (if the Local Agency elects to have a year calculation of the Rebate Amount performed) and $1,500 (if the local Agencyelects to have an annual calculation of the Rebate Amount performed). Rebate Fund "Rebate Fund" means the fund by that name established in Section 5.04 ;of the Trust Agreement. Revenues "Revenues" means all Gas Tax Revenues and Measure R Receipts. Reserve Fund • "Reserve Fund" means the fund by that name established pursuant- to.Section 3.03 of the,, Trust Agreement. Reserve Fund Requirement "Reserve Fund Requirement" means, as of any date of calculation, an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the OHSUSA.750125672.2 9 Code) of the 2012 Installment Sale Payments; (ii) 125% of the average annual 2012 Installment Sale. Payments, or (iii) the Maximum Annual Debt Service. Reserve Subaccount "Reserve Subaccount" means the subaccount by that name established pursuant to Section 4 03 of the Trust Agreement. Tax Certificate "Tax Certificate" means the Tax Certificate dated the date of initial execution and delivery of the Certificates and executed and delivered by the Local Agency Trust Agreement "Trust Agreement" means that certain Trust Agreement dated as of 1, 2012, by and between the Trustee, the Local Agencies and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee, "Trustee" means Wells Fargo Bank, National Association, with its corporate trust office in Los Angeles, California, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its successors and assigns as provided in the Trust Agreement. Trustee Fee "Trustee's Fee" means the annual administration fee of the Trustee, in the amount of $ payable in advance on 2012 and thereafter on each Certificate Payment Date, commencing June 1, 20 Section 1.02. Terms defined in the Trust Agreement. Capitalized terms not otherwise defined herein have the meanings set forth in the Trust Agreement. OHSUSA.750125672.2 10 ARTICLE 11 THE PROJECT Section 2.01. The Authority hereby, agrees to cause the design, acquisition and,construction of the Project -,for, and to sell the Project to, the Local Agency; and the Local Agency agrees to transfer whatever real or personal property interest it may possess which may be required in order for the Authority to - cause such design, acquisition and construction of the Project. In order to implement this provision, the Authority hereby appoints the Local Agency as its agent for the purpose of sueh design, acquisition and construction, and the Local Agency hereby agrees to enter .into such engineering, design and construction contracts and purchase orders as may be'necessary, as agent, for the Authority, to provide for the complete design, acquisition and construction of the Project. The Local Agency hereby agrees that as such agent it will cause the acquisition and construction' of the Project to be diligently completed after the deposit of funds in the Proceeds Subaccouni of the Acquisition Fund for such purpose pursuant to Section 2.11 of the Trust Agreement, and that' it will use its best efforts to cause the design, acquisition and construction !of the Project to be completed by 1, 20_, except for unforeseeable delays beyond the reasonable control of the Local Agency The Authority hereby agrees to sell, and hereby sells, the Project to the Local Agency. The Local Agency hereby agrees to purchase, and hereby purchases, the Project from the Authority Notwithstanding the foregoing, it is hereby expressly understood• and agreed that the Authority shall be under no liability of any kind or character whatsoever for the payment of any costs or expenses incurred by the Local Agency (whether as agent for the Authority or otherwise) for the acquisition and construction of the Project and that all such costs and expenses shall be paid by the Local Agency, regardless of whether the funds deposited in the ,Proceeds Subaccount of the Acquisition Fund are sufficient to cover all such costs. OHSUSA.7501256722 I 1 ARTICLE III 2012 INSTALLMENT SALE PAYMENTS; ADMINISTRATION FEE Section 3.01. Purchase Price and Administration Fee. (a) The Purchase Price to be paid by the Local Agency to the Authority hereunder is the sum of the principal amount of the Local Agency's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03. (b) The principal amount of the Purchase Price to be paid by the Local Agency to the Authority hereunder is $ (c) The interest to accrue on the unpaid balance of such principal amount shall be paid by the Local Agency as and shall constitute interest paid on the principal amount of the Local Agency's Purchase Price obligation hereunder. (d) Interest on the unpaid balance of the principal amount of the Purchase Price shall accrue,, from the date of the initial execution and delivery of the Certificates, on the principal component of each 2012 Installment Sale Payment at the following rates calculated on the basis of a 360 -day year comprised of twelve 30 -day months: Principal Component Principal Interest Due Date (June 1) Amount Rate S % (e) In addition, the. Local Agency shall pay the Administration Fee for the administrative cost of the Project and the Program. Section 3.02. Payment of 2012 Installment Sale Payments and Administration Fee. The Local Agency shall, subject to prepayment as provided in Section 3.03, pay the Authority or the Trustee, as appropriate, (i) the Purchase Price, without offset or deduction of any kind, by paying the principal installments of the 2012 Installment Sale Payments, which principal installments shall be due annually on each Certificate Payment Date, (ii) the interest installments of the 2012 Installment Sale Payments, which interest installments shall be due semiannually on each Interest Payment Date and (iii) the Administration Fee which shall be due annually on each Certificate Payment Date. The 2012 Installment Sale Payments Schedule is set forth in Exhibit OHSUSA.7501256722 12 A attached hereto. Each 2012 Installment Sale Payment and the Administration Fee shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding its due date. The obligation of the Local Agency to pay the Purchase Price by paying the 2012 Installment Sale Payments and the Administration Fee is, subject to Section 8.01, absolute and unconditional, and until such time as the 2012 Installment Sale Payments shall havc'been paid in full (or provision for the payment thereof shall have been made pursuant to Section 7.01), the Local Agency will not discontinue or suspend any 2012 Installment Sale Payments or Administration Fee required to be paid by it under this Section when due, whether or not the Project or any part thereof is complete, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by ; offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever. In order to carry out and effectuate the obligation of the Local Agency contained herein to pay the Purchase Price by paying the 2012 Installment Sale Payments and'the Administration Fee, the Local Agency established the "City of Lynwood Pledged Tax Fund" (the "Pledged Tax Fund" and within the Pledged Tax Fund, the "Gas Tax Account" and the "Measure R Receipts Account," which fund and accounts therein the Local Agency agrees and covenants'to maintain so long as any 2012 Installment Sale Payments remain unpaid, and all in on deposit therein shall be applied and used only as provided herein. The Local Agency agrees and covenants that (i) all Gas Tax Revenues received by it shall be deposited when and as received in the Local Agency's Gas Tax Account and (ii) all Measure R Receipts received by it shall be deposited when and as received in the Measure R Receipts Account. All of the Revenues and all money in the Pledged Tax Fund and in the funds or accounts so specified and provided for in this 2012 Installment Sale Agreement, are hereby irrevocably pledged to the punctual payment of the 2012 Installment Sale Payments and the Administration Fee, and the Revenues and such other money shall not be used for any other purpose while any of the 2012 Installment Sale Payments remain outstanding; subject to the provisions of this 2012 Installment Sale Agreement permitting application thereof for the purposes and on the terms and conditions set forth herein. This pledge shall constitute a first lien on the Revenues and such other money for the payment of the 2012 Installment Sale Payments and the Administration Fee in accordance with the terms thereof. Notwithstanding the foregoing, the Local Agency may satisfy its obligation to deposit 2012 Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee, and if and when so deposited, shall be irrevocably pledged to the payment of 2012 Installment Sale-Payments. All money on deposit in the Pledged Tax Fund shall be set aside and deposited by the Local Agency in the various funds and accounts within the Revenue Fund at the following times in the following order of priority (a) Interest and Principal Fund Deposits. On or before the 15th day preceding' each Interest Payment Date, the Local Agency shall, from the money in the Pledged Tax'. OHSUSA.750125672.2 13 Fund, transfer to the Trustee for deposit in the Local Agency's Interest Payment Account in the Interest Fund within the Revenue Fund established under the Trust Agreement (the "Interest Payment Account "), a sum equal to the interest becoming due and payable hereunder on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Interest Payment Account equal to the amount of interest becoming due and payable hereunder on the next succeeding Interest Payment Date; and on or before the 15th day preceding each Certificate Payment Date, the Local Agency shall, from the money in the Pledged Tax Fund, transfer to the Trustee for deposit in the Principal Payment Account in the Principal Fund within the Revenue Fund established under the Trust Agreement (the "Principal Payment Account "), a sum equal to the principal becoming due and payable hereunder on the next succeeding 2012 Installment Sale Payment Date, except that no such deposit need be made if the Trustee then holds money in the Principal Payment Account equal to the amount of Principal becoming due and payable hereunder on the next succeeding 2012 installment Sale Payment Date; and all money on deposit in the Interest Payment Account and the Principal Payment Account shall be used to make and satisfy the 2012 Installment Sale Payments due on each date and such payments shall be deposited by the Trustee to the Interest Account or the Principal Account, as the case may be, as defined in, created under and in accordance with the terms of, the Trust Agreement. (b) Reserve Fund Deposit. On or before the 15th day of each month, the Local Agency shall, from the money in the Pledged Tax Fund, transfer to the Trustee for deposit in the Local Agency's Subaccount in the Reserve Fund (the "the Reserve Subaccount ") in the Reserve Fund within the Revenue Fund that sum, if any, necessary to restore the Reserve Subaccount to an amount equal to the Reserve Fund Requirement, all in accordance with and subject to the terms and conditions of Section 4 03 of the Trust Agreement. All money in the Reserve Subaccount shall be used and withdrawn by the Trustee for the purposes specified in Section 4 03 of the Trust Agreement. (c) Administration Fund Deposit. On or before the 15th day preceding each Certificate Payment Date, the Local Agency shall, from the remaining money on deposit in the Pledged Tax Fund, transfer to the Trustee for deposit in the Local Agency's Administration Subaccount in the Administration Fund within the Revenue Fund established under the Trust Agreement (the "Administration Subaccount "), a sum equal to the Administration Fee becoming due and payable hereunder on the next Certificate Payment Date, and all money on deposit in the Administration Subaccount shall be used to pay the Administration Fee due on such Certificate Payment Date, in accordance with the terms of the Trust Agreement. Notwithstanding the foregoing, provided all transfers required by subparagraphs (b) and (c) above have been made, on any Business Day moneys on deposit in the Pledged Tax Fund in excess of the sum of (i) interest becoming due and payable hereunder on the next succeeding Interest Payment Date (less amounts then held by the Trustee in the Interest Payment Account) and (ii) the Pro Rata Share of Principal (less amounts then held by the Trustee in the Principal Payment Account) may be expended by the Local Agency at any time for any purpose permitted by law OHSUSA.750125672 2 14 Section 3.03. Prepayment of 2012 Installment Sale Payments. The Local' Agency may prepay from any source of available funds as a whole or in part on any, date, on or after. June 1, 20_, all or any part of the principal amount of the unpaid 2012 Installment Sale Payments becoming due on or after June 1, 20_, in such order of prepayment as the Local Agency may determine upon written direction to the Authority and the Trustee (or, if the Local Agency fails to designate the order of prepayment, on a proportionate basis among the 2012 Installment Sale Payments and by lot within an Installment Payment Date), at.a prepayment price equal to the principal amount prepaid, plus accrued interest to the date of prepayment. Before making any prepayment pursuant to this section, the Local Agency shall' give written notice to. the Authority and the Trustee describing such event and specifying the date on, which the prepayment will be paid and the order thereof, which date shall be not less-than thirty (30) days nor more than sixty (60) days from the date such notice is given. OHSUSA.750125672.2 15 ARTICLE IV ADDITIONAL CONTRACTS Section 4.01. Additional Contracts. So long as the Local Agency is not in default hereunder, the Local Agency may at any time execute any Contract the Installment Sale Payments under and pursuant to which, as the case may be, are payable from the Revenues on a parity with the payment by the Local Agency of the 2012 Installment Sale Payments as provided herein; provided, that the audited Revenues plus the Measure R Receipts Coverage Amount for the Fiscal Year next preceding the date of the adoption by the governing body of the Local Agency of the resolution authorizing the execution of such Contract, as evidenced by both a calculation prepared by the Local Agency and a special report prepared by an Independent Certified Public Accountant on such calculation on file with the Local Agency shall have produced a sum equal to, at least 150% of the Maximum Annual Debt Service on all Contracts outstanding after the execution of such amendment or Contract. Notwithstanding the.foregoing provisions, there "shall be no limitations on the ability of the Local Agency to execute any Contract at any time to refund any outstanding Contract. OHSUSA.750125672 2 16 ARTICLE V REPRESENTATIONS AND COVENANTS OF THE LOCAL AGENCY AND THE AUTHORITY Section 5.01. Authority; Compliance with 2012 Installment Sale Agreement and Trust Agreement. The Local Agency is a municipal corporation organized and existing:under, the Constitution of the State of California, with full legal right, power and authority to'execute,, deliver and perform its obligations under this 2012 Installment Sale Agreement, and compliance with the provision hereof will not materially conflict with or constitute a material breach of or default under any applicable provision of law, or any applicable regulation or agreement to which the Local Agency is a party or may be subject. The Local Agency will punctually pay the 2012 Installment Sale Payments'in strict, conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed'by it, and will not terminate the 2012 Installment Sale Agreement for any cause including; without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perform. any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority. or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. The Authority will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to the 2012 Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the Local Agency to repay the costs of the acquisition and construction of the Project and the costs and expenses incidental thereto paid by the Authority pursuant to, and in accordance with, and as' authorized under law and the 2012 Installment Sale Agreement. Section 5.02. Use of Proceeds of Certificates. The Authority and the Local Agency agree that the proceeds of the Certificates deposited in the Local Agency's Proceeds Subaccount of the Acquisition Fund will be used by the Local Agency, as agent for the Authority, to pay the costs of the acquisition and construction of the Project and to pay the incidental costs and expenses related thereto as provided herein and in the Trust Agreement. Section 5.03. Against. Encumbrances. The Local Agency will pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor,. services, materials, supplies or equipment furnished, or alleged to have been furnished, to or for the Local Agency payable from the Revenues or which may impair the security for the 2012 OHSUSA.750125672.2 17 Installment Sale Payments and will keep the Revenues free of any and all liens against any portion of the Revenues. In the event any such lien attaches to or is filed against any portion of the Revenues, the Local Agency will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the Local Agency desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter expires, the Local Agency will forthwith pay or cause to be paid and discharged such judgment. The Local Agency will, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys' fees) as a result of any such lien or claim of lien against any portion of the Revenues. The Local Agency may pledge, encumber or otherwise secure its obligations with the Revenues, provided, that except as permitted by Section 4.01 hereof, in all instances any such pledge, lien or security is wholly subordinate and junior to the obligations of the Local Agency contained herein. Section 5.04. Maintenance of Revenues. The Local Agency will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Revenues, including, but not limited to, the Measure R Ordinance, Sections 2119 and 2151 through 2155 of the California Streets and Highways Code and Sections 65089.3 and 65089 4 of the California Government Code relating to conformance with the congestion management program relating to the Local Agency, and will take any and all reasonable actions required in order to maintain the Local Agency's ability to receive the Revenues and apply the same as provided herein; provided, that nothing herein shall require the Local Agency to take any action or expend any Local Agency funds to comply with any such requirements deemed unreasonable in the sole discretion of the Local Agency, so long as failure to take such action or expend such funds will not cause the amount of estimated Revenues to be received by the Local Agency in the next Fiscal Year to be less than 150% of the Maximum Annual Debt Service as of the date of calculation. Section 5.05. Tax Covenants. The Local Agency will not directly or indirectly use or permit the use of the proceeds of the obligation provided herein or any other funds of the Local Agency or take or omit to take any action which would cause such obligation to be an "arbitrage bond" within the meaning of Section 148 of the Code, or a"federal- guaranteed obligation" under Section 149(b) of the Code, or a "private activity bond" as described in Section 141 of the Code. To that end, so long as any 2012 Installment Sale Payment are unpaid, the Local Agency will comply with -all requirements of such sections of the Code to the extent applicable to the obligation provided herein and with the provisions of the Tax Certificate. Upon calculation by the Rebate Analyst of a Rebate Amount, the Local Agency shall, from any source of available funds, immediately transfer an amount of money equal to the Rebate Amount to the Trustee for deposit in the Rebate Fund established pursuant to Section 5 04 of the Trust Agreement. The Authority and the Local Agency will at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest evidenced and represented by the Certificates will not be included in the gross income of the owners of OHSUSA.750125672.2 18 such certificates for federal income tax purposes under the Code and will take no action that, would result in such interest being so included. Section 5.06. Prompt Acquisition and Construction of the Proiect. The _Local Agency will take all necessary and appropriate steps to acquire and construct the Project, as agent of the, Authority, with all practicable dispatch and in an expeditious manner and in-- conformity with law so as to complete the same as soon as possible. Section 5.07. Accounting Records and Financial Statements. (a) The Local Agency will keep appropriate accounting records in which complete ' and correct entries shall be made of all transactions relating to -the Revenues and the Project,, - which records shall be available for inspection by the Authority and the'Trustee at reasonable - hours and under reasonable conditions. (b) The Local Agency will prepare and file with the Trustee annually within six months after the close of each Fiscal Year or, if not then available, as- soon thereafter as possible; audited financial statements of the Local Agency for the preceding Fiscal Year. '.1 1 Section 5.08. Protection of Security and Rights of the Authority and the Trustee. The Local Agency will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2012 Installment Sale Payments hereunder and will warranVand defend, such rights against all claims and demands of all persons. Section 5.09. Further Assurances. The Local Agency will adopt, deliver, execute and. make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein. Section 5.10. Continuing Disclosure. The Local Agency hereby covenants and agrees that it will enter into and comply with and carry out all of the provisions of the Continuing, Disclosure Agreement. Notwithstanding any other provision of this 2012 Installment Sale', Agreement, failure of the Local Agency to comply with the Continuing Disclosure Agreement' shall not be considered an Event of Default hereunder; however, the Trustee shall at.the written request of any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or the Owner of at least 25% aggregate principal amount in Outstanding Certificates, or any Owner or Beneficial Owner may take such actions as may be necessary and .appropriate, including'. seeking specific performance by court order, to cause the Local Agency -to comply with its, obligations under this Section: For purposes of this Section, "Beneficial Owner" means any', .person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries). OHSUSA 750125672.2 19 ARTICLE VI EVENTS OF DEFAULT AND Section 6.01. Events of Default and Acceleration of Principal. If one or more of the following "Events of Default' shall happen, that is to say -- (1) if default shall be made in the due and punctual payment of any 2012 Installment Sale Payment when and as the same shall become due and payable; (2) if default shall be made by the Local Agency in the performance of any of the agreements or covenants contained-herein required to be performed by it, and such default shall have continued for a period of 30 days after the Local Agency shall have been given notice in writing of such default by the Authority or the Trustee; or (3y if the Local Agency shall file a petition or answef 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 Local Agency seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Local Agency or of the whole or any substantial part of its property; then and in each and every such case during the continuance of such Event of Default specified in clause (1) above, the Trustee shall, and for any other such Event of Default the Trustee may, by notice in writing to the Local Agency, declare the entire principal amount of the unpaid 2012 Installment Sale Payments and the accrued interest thereon to. be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This subsection is subject to the condition, however, that if at'any time after the entire principal amount of the unpaid 2012 Installment Sale Payments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered the Local Agency shall deposit with the Trustee a sum sufficient to pay the unpaid principal amount of the 2012 Installment Sale Payments due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid principal amounts of the 2012 Installment Sale Payments if paid in accordance with their terms, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in-the payment of the entire principal amount of the unpaid 2012 Installment Sale Payments and the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the, Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the Local Agency, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. oesusA.75012567 2 20 Section 6.02. Application of Revenues Upon Acceleration. All Revenues upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01' and all Revenues thereafter received shall be applied in the following order -- First, to the payment of the costs and expenses of the Trustee and the Authority, if any, in carrying out the provisions of this article, including reasonable comp_ ensation to its agents, : accountants and counsel and including any indemnification expenses; Second, to the payment of the interest then due and payable on -the entire principal. amount of the unpaid 2012 Installment Sale Payments, and, if the amount available shall not be sufficient to pay in full all such interest then due and payable, then to the payment thereof ratably, according to the amounts due thereon without any discrimination or preference; and Third, to the payment of the unpaid principal amount of the 2012 Installment Sale Payments which has become due and payable,' whether on the original'due date or upon acceleration, with interest on the overdue principal and interest amounts of the unpaid 2012 Installment Sale Payments at the rate or rates of interest then applicable to such 2012 Installment. Sale Payments if paid in accordance with their terms, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2012 Installment Sale Payments • on any date, together with such interest, then to the payment thereof ratably, according to the' principal amount due on such date, without any discrimination or preference. Section 6.03. Other Remedies. The Trustee shall have the right -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Local Agency or any councilmember, officer or employee thereof, and to compel the Local Agency or any such councilmember, officer or' employee to perform and carry out its or his duties under law and'the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawf it br violate, the rights of the Authority or the Trustee; or I I ' (c) by suit in equity upon the happening of ari -Event of Default to requite the Local Agency and its council members, officers and employees to account as the trustee `. of an express trust. Section 6.04. Non - Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the Local Agency, which is absolute and unconditional, to pay the 2012 Installment Sale Payments from the Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the ,contract embodied herein. A waiver of any default or breach of duty or contract by the Trustee shall not-affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise - any right or remedy accruing upon any default or breach of duty or contract shall impair any, OHSUSA.750125672 2 21 such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the Local Agency and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law. OHSUSA.750125672 2 22 ARTICLE VII DISCHARGE OF OBLIGATIONS Section 7.01. Discharge of Obligations. (a) If the Local Agency shall pay or cause to be paid all the 20121nstallment Sale - Payments at the times and in the manner provided herein, the'right, title and interest of the Authority herein and the obligations of the Local Agency hereunder shall thereupon• cease; terminate, become void and be completely discharged and satisfied. (b) Any unpaid principal installment of the 2012 Installment Sale Payments 'shall on its payment date or date of prepayment be deemed to have been paid within the meaning`of and with the effect expressed in subsection (a) of this section if the Local Agency makes payment of' such 2012 Installment Sale Payments and the prepayment premium, if applicable, in the manner provided herein. (c) All or any portion of unpaid principal installments of the 2012 Installment Sale Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the Local Agency to the Trustee as required by the Trust Agreement,, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Permitted Investments (as that term is defined in the Trust Agreement) of the type described in clause (1) of the definition of Permitted Investments and which are not subject to redemption prior to maturity (including any such Permitted Investments issued or held in book entry form on the books of the Treasury of the United States of America) or tax - exempt obligations of a state or a political, subdivision thereof which have been defeased under irrevocable escrow instructions by the deposit of such money or Permitted Investments and which are then rated in the highest rating category by the Rating Agency, the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due with respect to the principal installments of such 2012 Installment Sale Payments and the principal installments of such 2012 Installment Sale Payments or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, and the prepayment premiums, if any, applicable thereto and (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that the action taken pursuant to this subsection will not cause the interest evidenced and represented by the Certificates to be includable in gross income under the Code for federal income tax purposes. (d) After the payment of all 2012 Installment Sale Payments and prepayment premiums, if any, as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the Local Agency, shall cause an accounting for such, period or periods as may be requested by the Local Agency to be prepared and filed wiih•the- Local Agency and the Authority and shall execute and deliver to the Local Agency and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2012 Installment Sale Agreement, and, the Trustee shall pay. over and OHSUSA 750125672.2 23 deliver to the Local Agency, as an overpayment of 2012 Installment Sale Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for the payment or prepayment of the 2012 Installment Sale Payments, which money and investments shall continue to be held uninvested by the Trustee in trust for the payment of the 2012 Installment Sale Payments and shall be applied by the Trustee pursuant to the Trust Agreement. OHSUSA.750I25672 2 24 ARTICLE VIII MISCELLANEOUS Section 8.01. Liability of Local Agency Limited to Revenues. Notwithstanding anything contained herein, the Local Agency shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the 20112, Installment Sale Payments or for the performance of any agreements or covenants required to be performed by it contained herein. The obligation of the Local Agency to make the 2012 installment Sale Payments is a special obligation of the Local Agency payable solely from the Revenues as provided herein, and does not constitute a debt of the Local Agency or of the State of California or of any, political subdivision thereof within the meaning, of any constitutional or statutory debt limitation or restriction. Section 8.02. Benefits of 2012 Installment Sale Agreement. Nothing contained herein, expressed or implied, is intended to give to any person other than the'Authority, the Local Agency or the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the Authority, the Local Agency or the Trustee shall be for the sole and exclusive benefit of the other parties. Section 8.03. Successor Is Deemed Included in all References to Predecessor., Whenever either the Authority or the Local Agency or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and'functions that are presently vested in the Authority or the Local Agency or the Trustee, and.all agreements and covenants required hereby to be performed by or on behalf of the Authority of the Local Agency or the Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 8.04. Waiver of Personal Liability. No councilmember, officer or employee of the .Local Agency shall be individually or personally liable for the payment of the 2012' Installment Sale Payment, but nothing contained herein shall relieve any councilmember, officer or employee of the Local Agency from the performance of any official duty provided by any applicable provisions of law or hereby. Section 8.05. Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be' solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to . the corresponding articles, sections, exhibits, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof.. "hereto," "herewith" and other words of similar, import refer to the 2012 Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. OHSUSA.750125672.2 25 Section 8.06. Partial Invalidity If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Local Agency shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the Local Agency hereby declare `that they would have executed the 2012 Installment Sale Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 8.07. Assignment. The 2012 Installment Sale Agreement and any rights hereunder shall be assigned by the Authority to the Trustee as provided in the Trust Agreement; to which assignment the Local Agency hereby expressly acknowledges and consents. Section 8.08. Net Contract. The 2012 Installment Sale Agreement shall be deemed and construed to be a net contract, and the Local Agency shall pay absolutely net during the term hereof the 2012 Installment Sale Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set -off whatsoever. Section 8.09. California Law. The 2012 Installment Sale Agreement shall be construed and governed in accordance with the laws of the State of California. Section 8.10. Indemnification. The Local Agency shall, to the full extent then permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority and its directors, officers and employees and the Trustee and its directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, reasonable counsel fees and expenses, penalties and interest arising out of or as the result of the acquisition, construction, installation and use of the Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the Local Agency or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising* out of strict liability in tort. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The Local Agency agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the Project. The Local Agency and the Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either's learning thereof. Section 8.11. Funds. Any fund required to be established and maintained herein by the Local Agency may be established and maintained in the accounting records of the Local Agency either as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to any such fund shall at all times be maintained in OHSUSA.750125672.2 26 accordance with sound accounting practice and with due regard for the protection of the security of the Certificates and the rights of the owners of such Certificates. Section 8.12. Notices: Authorized Local Agency Representative. All written notices.`_, to be given hereunder shall be given by mail to the party entitled thereto .at 'its address set forth below, or at such other'address as such party may provide to the other party in writing from time' to time, namely- If to the Local Agency If to the Authority: Local Agency Authorized Representatives: TITLE (1) Mayor (2) City Manager (3) Assistant City Manager City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Robert Torrez, Assistant City Manager California Statewide Communities Development Authority 2033 North Main Street, Suite 700 Walnut Creek, CA 94596 Attention: Secretary` Section 8.13. Effective Date. The 2012 Installment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant tc�, Article VII). Section 8.14. Execution in Counterparts. The 2012 Installment Sale Agreement may' be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the'same instrument. OHSUSA.750125672.2 27 IN WITNESS WHEREOF, the parties hereto have executed and attested the 2012 Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above. ATTEST OHSUSA.750125672_' City Clerk CITY OF LYNWOOD 0 Mayor CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY t Authorized Signatory EXHIBIT A 2012 INSTALLMENT SALE PAYMENTS SCHEDULE Total 2012 Payment Interest Principal Installment Sale Date In_ stallment Installment Payments [12/01/2012] $ $ $ 06/01/2013 12/01/2013 06/01 /2014 12/01/2014 06/01/2015 12/01/2015 06/01/2016 12/61/2016 06/01/2017 12/01/2017 06/01/2018 12/01/2018 06/01/2019 12/01/2019 06/01/2020 12/01/2020 06/01/2021 12/01/2021 06/01/2022 12/01/2022 06/01/2023 12/01/2023 06/01/2024 12/01/2024 06/01/2025 12/01/2025 06/01/2026 12/01/2026 06/01/2027 12/01/2027 06/01/2028 12/01/2028 06/01/2029 12/01/2029 06/01/2030 12/01/2030 06/01/2031 12/01/2031 06/01/2032 12/01/2032 OHSUSA.750125672.2 1 w EXHIBIT B DESCRIPTION OF PROJECT [The construction of streets and roadways within the corporate limits of the City of Lynwood, which improvements are eligible costs payable from Revenues pursuant to (i) the 'terms of Article XIX of the California Constitution and related provisions of the California Streets and Highways Code and (ii) Measure R Receipts, including engineering, inspection, contract administration and other incidental costs. The designation of which particular streets and roadways to be improved shall be made by the City Manager of the Local Agency ] OHSUSA.750125672.2 I ATTACHMENT 3 TRUST AGREEMENT among CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, OHSUSA.750125734 2 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and CERTAIN LOCAL AGENCIES NAMED HEREIN Dated as of 1, 2012 CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. —TOTAL ROAD IMPROVEMENT PROGRAM) f TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, EQUAL SECURITY ... ...... ... 3 Section 1.01. Definitions.... ... ... ......... ... ... ...3 Section 102. Equal Security.. ............ ... ...... ... 11 ARTICLE lI EXECUTION AND DELIVERY OF CERTIFICATES.. ...... 13 Section 2.01 Preparation and Purpose of Certificates. ........... ... ......... .. 13 Section 2.02. Terms of the Certificates .......... ......... ... 13 Section 2.03 Prepayment of Certificates. ...... ... ...... ... 14 Section 2.04 Form of Certificates ... .............. ......... ...... 18 Section 2.05 Execution of Certificates. ..... ... ..... ... 18 Section 2.06. Transfer and Payment of Certificates .............. ... ..... ... ... 18 Section 2.07 Exchange of Certificates... ......... ..... ......... ...... 19 Section 2.08. Certificate Registration Books ......... ... ..... ...... 19 Section 2.09 Mutilated, Destroyed, Stolen or Lost Certificates ... ... 19 Section 2.10. Temporary Certificates .......... .............. ........ 20 Section 2.11. Procedure for the Execution and Delivery of Certificates; Establishment of Funds and Accounts...... ............. ... 20 Section 2.12. Validity of Certificates. ......... ......... ... ....... .. 21 Section 2.13. Special Covenants as to Book -Entry Only System for Certificates ...... ......... ...... ...... ..21 ARTICLE III REVENUES ...... ... ... ...... ... ........ 24 Section 301 Pledge of Revenues; Assignment...... ... ... ... 24 Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund ..... ...... ... 24 Section 3 03 Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund ...... ............... ....... ........................ 24 Section 3.04. Deposit and Investments of Money in Accounts and Funds ... ..... 27 ARTICLE IV COVENANTS ... ... ..... ......... ...... ...... ... .............. 28 Section 4.01 Compliance with Trust Agreement ...... ................ .. 28 Section 4.02. Amendment of Agreements ... ..................... ... 28 Section 4.03 Against Encumbrances....... ... .... ........ ...... ......... 28 Section 4.04 Tax Covenants: Rebate Fund ...... ... ........ ...... 28 Section 4.05 Accounting Records and Reports........... ...... ....... ... ... ... 29 DHSUSA 750125734.2 f TABLE OF CONTENTS (continued) Section 406. Observance of Laws and Regulations. Section 407 Further Assurances. Section 408. Recordation and Filing. Section 409 Acquisition of the Projects ARTICLE V THE TRUSTEE Section 501 The Trustee ... ... Section 502. Liability of Trustee ARTICLE VI AMENDMENT OF THE TRUST AGREEMENT ... Section 6.01 Amendment of the Trust Agreement Section 6.02. Disqualified Certificates Section 6.03 Endorsement or Replacement of Certificates After Amendment Section 6.04 Amendment by Mutual Consent Section 6.05 Information to Rating Agency ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 701 Events of Default Section 702. Application of Funds Upon Acceleration of Agreement Section 703 Other Remedies of the Trustee Section 704 Non - Waiver ... Section 705 Actions by Trustee as Attorney -in -Fact Section 706. Remedies Not Exclusive Section 7.07 Limitation on Owners' Right to Sue Section 7.08. Limited Liability of the Local Agencies ... Section 7.09 Limited Liability of the Authority ARTICLE VIII DEFEASANCE.... ... Section 8.01 Discharge of Certificates. Section 8.02. Unclaimed Money ARTICLE IX [RESERVED] ... ... ... ARTICLE X MISCELLANEOUS Section 10.01 Liability of Authority Limited to Revenues. Section 10 02. Benefits of the Trust Agreement Limited to Parties ❑HSUSA.750125734.2 Page 29 29 29 30 31 31 32 34 34 34 35 35 35 36 36 36 37 37 37 37 38 38 38 40 40 41 42 43 43 43 V TABLE OF CONTENTS (continued) Page Section 10.03 Successor Is Deemed Included In All References To iiiSUSA.750125734.2 Predecessor ..... .......... ...... ......... ...... ...... 43 Section 10.04 Execution of Documents by Owners ...... ... 43 Section 10.05. Waiver of Personal Liability; No Liability of Authority Members ... ... ...... ...44 Section 10.06. Acquisition of Certificates by Authority ...... ......... ... ... 44 Section 10.07 Destruction of Canceled Certificates ..... ... ...... ................ ... 44 Section 10.08. Content of Certificates; Post- Issuance Legal Opinions ... ... ..... 44 Section 10.09 Publication for Successive Weeks ...... .............. ... ..... .. 45 Section 10.10. Accounts and Funds; Business Days ..... ..... ... ......... 45 Section 10.11. Article and Section Headings and References ........................ 45 Section 10.12. Partial Invalidity...... ... ... ... ....... ... .... ..... .......45 Section 10.13 Execution in Several Counterparts. ... ......... ...... ...... ... 45 Section 10.14 Notices ...... ...... ...... ... ...... ...... ... ....... ..... 46 EXHIBIT A - FORM OF CERTIFICATE ............ ..... ......... ... ..A-1 EXHIBIT B - FORM REQUISITION FROM PROCEEDS SUBACCOUNT OF THE ACQUISITION FUND ... ......... ... ... ... ... B -1 SCHEDULE I - PARTICIPATING LOCAL AGENCY... ......... SCHEDULE S -1 -1 SCHEDULE 11- INITIAL DEPOSIT TO PROCEEDS SUBACCOUNT ATTRIBUTABLE TO EACH LOCAL AGENCY.. ... ...... ... ...... .... SCHEDULE S -11 -1 iiiSUSA.750125734.2 TRUST AGREEMENT THIS TRUST AGREEMENT, made and entered into as of 1, 2012 (the "Trust Agreement') among WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Trustee "), a national banking association duly organized and existing under and by virtue of the laws of the United States of America, the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the "Authority ") and the Local Agencies named in Schedule 1 hereto (the "Local Agencies "); WITNESSETH: WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California; WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes and empowers the Authority to cause certificates of participation to be executed and delivered to assist local agencies in financing projects and programs consisting of certain public improvements or working capital or liability and other insurance needs whenever a local agency determines that there are significant public benefits from so doing; WHEREAS, each Local Agency has determined that the consummation of the transactions contemplated in its respective Agreement (as hereinafter defined) to which its is party and this Trust Agreement will result in significant public benefits, and accordingly, have determined to participate in the California Communities T.R.LP — Total Road Improvement Program (the "Program ") established by the Authority; WHEREAS, each Local Agency is a participant in the Program and a member of the Authority; WHEREAS, each Local Agency participating in the Program desires to have the 2012 Installment Sale Payments (as hereinafter defined) payable in connection with is respective Agreement combined with similar payments made pursuant to the Agreements executed by the other Local Agencies participating in the Program in order to achieve a lower net interest cost and lower costs of issuance associated with executing and delivering the Certificates (described herein); WHEREAS, each Local Agency has designated the Trustee to act as its trustee with respect to the funds received by the Local Agency in connection with the sale of the Certificates and with respect to the moneys paid by the Local Agency as 2012 Installment Sale Payments; WHEREAS, each Local Agency participating in the Program has executed a pricing confirmation, confirming the sale to E. J De La Rosa & Co., Inc. (the "Purchaser ") of the Certificates which evidence and represent proportionate and undivided interests in the 2012 Installment Sale Payments payable in connection with its respective Agreement combined with similar payments made pursuant to the Agreements executed by the other local agencies participating in the Program and constituting part of the same series of Certificates; OHSUSA 750125734 WHEREAS, each Local Agency participating in the Program has authorized and directed the Trustee to execute and deliver on its behalf pursuant to the terms of the Trust Agreement, the Certificates in an amount equal to the aggregate principal amount of the principal installments payable by the Local Agencies pursuant to the Agreements; WHEREAS, the Authority is empowered pursuant to the Agreements and the aforementioned Article 4 to cause the acquisition of the Projects (as hereinafter defined) and to finance the Projects through the execution and delivery of the Certificates; WHEREAS, in order to provide for the execution and delivery of the Certificates (as hereinafter defined), to establish and declare the terms and conditions upon which the Certificates are to be executed, delivered and secured and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Trust Agreement; and WHEREAS, the execution of the Agreements and the approval of the execution and delivery of this Trust Agreement and the Certificates have been in all respects duly.and validly authorized by the governing board of the Local Agency pursuant to resolution duly adopted (collectively, the "Local Agency Resolutions "); WHEREAS, the Certificates and the form of assignment to be endorsed thereon are to be substantially in the form set forth in Exhibit A, with necessary or appropriate variations, omissions and insertions, as permitted or required hereby; WHEREAS, the Trustee has accepted the trust created by this Trust Agreement and in evidence thereof has joined in the execution hereof, and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of the Trust Agreement and delivery of the Certificates do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the Trust Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS OHSUSA.750125734.2 2 ARTICLE I DEFINITIONS; EQUAL SECURITY Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any Supplemental Trust Agreement and of any certificate, opinion, request or other document herein or therein mentioned have the meanings herein specified: "Acquisition Fund" means the fund by that name established and maintained pursuant to Section 2.11 "Act" means the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto "Administration Fee" means, for each Local Agency, an amount equal to the sum of the Authority Fee, the Trustee Fee, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of the Program, payable by each Local Agency, in accordance with the such Local Agency's Agreement, on the 15th day of the month preceding each Certificate Payment Date, for the administrative costs of the Project and the Program. "Administration Fund" means the fund by that name established and maintained pursuant to Section 3 03 "Agreement" or "Agreements" means each 2012 Installment Sale Agreement, dated as of 1, 2012, between the Authority and a Local Agency as originally executed and as each may from time to time be amended or supplemented pursuant to the provisions hereof and thereof. "Authority" means the California Statewide Communities Development Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California and an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988, among a number of California cities, counties and special districts, including the Local Agency, as amended. "Authority Fee" means, for each Local Agency, the annual administration fee of the Authority payable by each Local Agency in accordance with such Local Agency's Agreement. "Authorized Authority Representative" means any member of the Commission of the Authority and any other person as may be designated and authorized to sign on behalf of the Authority pursuant to a resolution adopted thereby "Authorized Local Agency Representative" means the person or persons designated in Section 8.12 of each Agreement or any other person at the time designated to act on behalf of such respective Local Agency by written certificate furnished to the Trustee, containing the specimen signature of such person and signed on behalf of such Local Agency by an Authorized Local Agency Representative. OHSUSA.750125734 2 3 "Business Day" means any day on which the Trustee is open for business at its corporate trust office in Los Angeles, California. "Cash Flow Report" means a report prepared by the Cash Flow Consultant identifying Certificates to be prepaid as a result of any prepayment pursuant to Section 2.03 hereof. In the case of any optional prepayment pursuant to section 2.03(a) hereof, such report shall demonstrate that Revenues expected to be received following such prepayment shall be sufficient to pay the regularly scheduled principal and interest represented by the Certificates as such amounts become due and payable. In the case of a mandatory prepayment pursuant to section 2.03(b) hereof, such report shall identify maturities of principal evidenced by the Certificates to be prepaid in a manner consistent with Section 7.02 hereof and Section 6.02 of the related Local Agency Agreement relating to the application of Revenues upon Acceleration. "Cash Flow Consultant" means E. J De La Rosa & Co., Inc. or any successor thereto appointed by the Authority "Certificates" means the California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.R.I.P — Total Road Improvement Program). The term "Serial Certificates" means Certificates for which no sinking fund payments are provided. The term "Term Certificates" means Certificates which are payable on or before their specified payment dates from sinking fund payments established for that purpose and calculated to prepay such Certificates on or before their specified payment dates. "Certificate Payment Date" means a date on which principal evidenced and represented by the Certificates is due and payable, being June I of each year commencing June 1, 20 "Code" means the Internal Revenue Code of 1986, as amended and the regulations issued thereunder "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to a Local Agency, or the Local Agencies, as applicable, or the Authority and related to the authorization, execution and delivery of the Certificates, including, but not limited to costs of preparation and reproduction and delivery of documents, filing and recording fees, fees and charges of the Trustee and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, fees of rating agencies, fees and charges for preparation, execution and safekeeping of the Certificates and any other costs, charges or fees in connection with the original execution, delivery, marketing and sale of the Certificates. "Cost of Issuance Fund" means the fund by that name established and maintained pursuant to Section 2.11 "Defeasance Obligations" means the following: (1) cash, (2) non callable direct obligations of the United States of America ( "Treasuries "), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) pre refunded municipal obligations rated "AAA" and "Aaa" by OHSUSA.750125734 2 4 S &P and Moody's, respectively, or (5) securities eligible for "AAA" defeasance under then existing criteria of S &P or any combination thereof, shall be used to effect defeasance of the Certificates. "Independent Certified Public Accountant" means any certified public accountant or fine of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State or a comparable successor, appointed and paid by the Authority, and who, or each of whom - (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority; and (3) is not connected with the Authority as a member, officer or employee of the Authority, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority "2012 Installment Sale Payments" means the periodic payments scheduled to be paid by each Local Agency under and pursuant to its respective Agreement. "Interest Fund" means the fund by that name established pursuant to Section 3.03 "Interest Payment Account" means the account within the Interest Fund by that name established for each Local Agency pursuant to Section 3.03 . "Interest Payment Date" means a date on which interest evidenced and represented by the Certificates is due and payable, being June 1 and December 1 of each year, commencing 1,20 "Local Agency" or "Local Agencies" means, as applicable, the respective local agency or local agencies listed in Schedule I hereto, each a duly organized and existing political subdivision of the State of California. "Office of the Trustee" means the corporate trust office of the Trustee in Los Angeles, California. "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal obligations, appointed and paid by the Authority and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval). "Outstanding," when used as of any particular time with reference to Certificates, means (subject to the provisions of Section 6.02) all Certificates except (1) Certificates theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; OHSUSA.7501257342 5 (2) Certificates paid or deemed to have been paid within the meaning of Section 8.01, - and (3) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Authority pursuant hereto. "Owner" means any person who shall be the registered owner of any Outstanding Certificate. "Permitted Investments" means any of the following to the extent permitted by the laws of the State and the applicable Local Agency's Investment Policy- A. Direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on- which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligation`s are backed by the full faith,and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself) : U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Fanners Home Administration (FmHA) Certificates of beneficial ownership Federal Financing Bank Federal Housing Administration Debentures (FHA) General Services Administration Participdtion certificates Government National Mortgage Association (GNMA or "Ginnie Mae ") GNMA - guaranteed mortgage- backed bonds GNMA - guaranteed pass - through obligations (not acceptable for certain cash -flow sensitive issues.) 7 U.S. Maritime Administration Guaranteed Title XI financing .8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures OHSUSA 750125734.2 6 U.S Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1 Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac ") Participation Certificates Senior debt obligations 3 Federal National Mortgage Association (FNMA or "Fannie Mae ") Mortgage- backed securities and senior debt obligations 4 Resolution Funding Corp. (REFCORP) obligations 5 Farm Credit System Consolidated systemwide bonds and notes D Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S &P of AAAm -G, AAA -m, or AA -m and if rated by Moody's rated Aaa, Aal or Aa2 including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee provide investment advisory or other management- services. 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, savings and loan associations or mutual savings banks which may include the Trustee and its affiliates. The collateral must be held by a third party and the Owners must have a perfected first security interest in the collateral. F Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SA1F which may include the Trustee and its affiliates. G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put Agreements (Investment Agreement criteria is available upon request). H. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A- 1" or better by S &P OHSUSA 750125734.2 7 I. 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. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A -l" or "A" or better by S &P which may include the Trustee and its affiliates. K. The Local Agency Investment Fund (LAIF) administered by the State of California. L. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (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 agreement 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. Repos must be between the municipal entity and a dealer bank or securities firm, a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor's Corporation and Moody's Investor Services, or b. Banks rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services. 2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (1) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b. The term of the repo may be up 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 /simultaneous with payment (perfection by possession of certificated securities). OHSUSA.750125734.2 8 d. Valuation of Collateral (1) The securities must be valued weekly, marked -to- market at current market price plus accrued interest. (2) 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. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105 %. 3 Legal opinion which must be delivered to the municipal entity a. Repo meets guidelines under state law for legal investment of public funds. "Prepayment Price" means, with respect to any Certificate (or portion thereof) the principal amount with respect to such Certificate (or portion), plus the applicable premium, if any, payable upon prepayment thereof pursuant to the provisions of such Certificate and the Trust Agreement. "Pricing Confirmation Supplement" means that certain Pricing Confirmation Supplement attached to each Purchase Agreement as agreed and accepted by each of the respective Local Agencies. "Principal Fund" means the account by that name established and maintained pursuant to Section 3 03 "Principal Payment Account" means the account within the Principal Fund by that name established for each Local Agency pursuant to Section 3 03 "Project(s)" has the meaning ascribed to such term in each Agreement. "Project Costs" means all costs of payment of, or reimbursement for, the engineering, design, acquisition, installation, provision and financing of the Projects, including but not limited to, engineering and installation management costs, administrative costs and capital expenditures relating to financing payments, costs of accounting, feasibility, environmental and other reports, interest during the period of acquisition and installation of the Projects, insurance costs, inspection costs, permit fees, filing and recording costs, printing costs, reproduction and binding costs, initial fees and charges of the Authority and the Trustee, escrow fees, financing discounts, legal fees and charges, financial and other professional consultant fees and charges in connection with the foregoing. OHSUSA.750125734.2 9 "Program" means the California Communities T.R.I.P — Total Road Improvement Program pursuant to which the Certificates are executed and delivered to assist local agencies in financing Projects. "Purchase Agreement" means that certain Purchase Agreement by and between each of the respective Local Agencies and the Purchaser relating to the Agreements and the Certificates. "Purchaser" means E. J. De La Rosa &Co., Inc. as Purchaser of the Certificates. "Purchase Price" means with respect to any Certificate (or portion thereof) the principal amount with respect to such Certificate (or portion), plus the applicable premium, if any, payable upon purchase thereof pursuant to the provisions of such Certificate and the Trust Agreement. "Qualified Reserve Instrument" means an insurance policy meeting the requirements of Section 3 03(3). "Rating Agency" means Standard & Poor's Corporation or, in the event that Standard & Poor's Corporation no longer maintains a rating on the Certificates, any other nationally recognized bond rating agency then maintaining a rating on the Certificates, but, in each instance, only so long as Standard & Poor's Corporation, or other nationally recognized rating agency then maintains a rating on the Certificates. "Rebate Amount" means, for any given period, the amount determined by the Rebate Analyst as required to be rebated or paid as a yield reduction payment to the United States of America with respect to the Certificates. "Rebate Analyst" means BLX Group. "Rebate Analyst's Fee" means, for each Local Agency, the fee payable to the Rebate Analyst, payable by each Local Agency in accordance with such Local Agency's Agreement. "Rebate Fund" means the fund by that name established and maintained pursuant to' Section 4.04 "Record Date" means the 15th day of the month next preceding each Interest Payment Date, whether or not such day is a business day "Request" or "Certificate" with respect to a Local Agency means an instrument in writing signed on behalf of such Local Agency by an Authorized Local Agency Representative, and with respect to the Authority means an .instrument in writing signed on behalf of the Authority by an Authorized Authority Representative or other person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee. "Reserve Fund" means the fund by that name established and maintained pursuant to Section 3 03. "Reserve Fund Requirement" means, as of any date of calculation, separately with respect to each Agreement, an amount equal to the least of (i) 10% of the initial stated principal OHSUSA.750125734.2 10 amount (within the meaning of Section 148 of the Code) of the 2012 Installment Sale Payments under the Agreement; (ii) 125% of the average annual 2012 Installment Sale Payments under the Agreement; or (iii) the Maximum Annual Debt Service, as defined in each Agreement. "Reserve Subaccount" means the Subaccount within the Reserve Fund by that name established for each Local Agency pursuant to Section 3 03 "Revenues" means all 2012 Installment Sale Payments and other payments paid by the Local Agencies and received by the Authority pursuant to the Agreements and all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) pursuant to Section 3 04 "Revenue Fund" means the fund by that name established and maintained pursuant to Section 3 01 "Securities Depositories" means: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax -(516) 227 -4039 or 4190; or such other addresses and /or such other securities depositories as the Authority may designate to the Trustee in writing. "State" means the State of California. "Supplemental Trust Agreement" means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder "Surplus Account" means the account by that name established and maintained pursuant to Section 3 03. "Tax Certificate" means each Tax Certificate dated the date of initial delivery of the Certificates and executed and delivered by the Authority and each Local Agency "Trust Agreement" means this Trust Agreement, dated as of 1, 2012, m between the Authority and the Trustee, as originally executed and as it may fro time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof. "Trustee" means Wells Fargo Bank, National Association, or any successor thereto appointed pursuant to this Trust Agreement. "Trustee's Fee" means, for each Local Agency, the annual administration fee of the Trustee, in the amount of $ payable in advance on , 2012 and thereafter on each Certificate Payment Date. Section 1.02. Equal Security. In consideration of the acceptance of the Certificates by the Owners, the Trust Agreement shall be deemed to be and shall constitute a contract among the Trustee, the Local Agencies, and the Owners to secure the full and final payment of the interest and principal evidenced and represented by the Certificates, subject to the agreements, OHSUSA.750125734 2 11 conditions, covenants and terms contained herein; and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Trustee shall be for the equal and proportionate benefit, protection and ,security of all Owners without distinction, preference or priority as to benefit, protection or security of any Certificates over any other Certificates by reason of the number or date thereof or the time of execution or delivery thereof or otherwise for any cause whatsoever, except as expressly provided herein or therein. OHSUSA 750125734.2 12 ., ARTICLE II EXECUTION AND DELIVERY OF CERTIFICATES Section 2.01. Preparation and Purpose of Certificates. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Certificates and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the execution and delivery of the Certificates do exist, have happened and have been performed in due .time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act, to cause the Certificates to be executed and delivered in the form and manner provided herein for the purpose of providing funds to pay for and construct the Projects, and that the Certificates shall be entitled to the benefit, protection and security of the provisions hereof. The Trustee is hereby authorized and directed to prepare the Certificates in the initial aggregate principal amount of dollars ($ ), evidencing and representing the aggregate principal components of the 2012 Installment Sale Payments and each evidencing and representing a proportionate, undivided interest in the 2012 Installment Sale Payments. The Local Agencies hereby authorize the Trustee to execute a letter of representations to be delivered to DTC in connection with the delivery of the Note Participations (the "Representation Letter "). Each Local Agency participating in the Program is the Local Agency required to make the 2012 Installment Sale Payments with respect to its Agreement which, when combined with the 2012 Installment Sale Payments to be made with respect to the Agreements of other Local Agencies participating in the Program and the same series, shall be evidenced by the Certificates which evidence and represent a proportionate and undivided interest in the 2012 Installment Sale Payments of each Local Agency, such that each Local Agency participating in the Program is severally; and not jointly, liable on each such Certificates in the proportion that the principal component of such Local Agency's Installment Sale Payments bears to the total aggregate principal component of the Installment Sale Payments to be made by all Local Agencies participating in the "Program and the same series. Each Local Agency participating in the Program has, pursuant to its Local Agency Resolution, authorized and directed the Trustee on behalf of that Local Agency to prepare and execute the Certificates and to deliver the Certificates to the Purchaser upon payment of the purchase price thereof, pursuant to the terms of the Trust Agreement. Section 2.02. Terms of the Certificates. The Certificates shall be designated "California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C' (T.R.I.P — Total Road Improvement Program)." This designation is an intended revision of the nomenclature for the Certificates originally included in the materials filed in connection with the proceedings for validation of the Certificates in the interest of clarity in marketing the Certificates. The Certificates shall -be dated as of , 2012, shall be executed and delivered only in fully registered form in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of Certificates payable at any one time), and shall be payable on the Certificate Payment Dates and in the principal amounts and evidence and represent interest at the rates as set forth in the following schedule: OHSUSA 750125734.2 13 Certificate Payment Principal Date (June 1) Amount Interest Rate $ The principal evidenced and represented by the Certificates shall -be payable in lawful money of the United States of America by check upon presentation thereof at maturity or on prepayment prior to maturity ai the Office of the Trustee. The Certificates, shall evidence and represent interest at the rates set forth above, payable on Interest Payment Date. The, Certificates shall evidence and represent interest from the Interest Payment Date next preceding the date of registration thereof, unless such „date of registration is an Interest Payment Date, in which event they shall evidence and represent interest from such date, or unless such date of registration is prior to the first Interest Payment Date, in which event they shall evidence and represent interest ftom 2012, provided, however, that if at the time of registration of any Certificate interest is then in default on the Outstanding Certificates, such Certificate shall evidence and represent interest from the Interest Payment -Date to which interest has previously been paid or made available for payment on the.Outstanding Certificates. Payment of interest evidenced and represented by the Certificates due on or before the maturity or prior prepayment thereof shall be made to the person whose name appears in the Certificates registration records maintained by the Trustee pursuant to - Section 2.08 as the registered owner thereof as of'the close of business on the Record Date preceding each Interest Payment Date, whether or not such day is a Business Day, such interest to ,be,paid by check, mailed on such Interest Payment Date (or the next Business Day if such Interest Payment Date is _ not a Business Day) to such registered owner at the address as it appears in such books or at such, other address as may have been filed with the Trustee for that purpose. Payment of the,principal evidenced and represented by the Certificates shall be made by check upon the surrender thereof at maturity or on prepayment prior to maturity at the Office of the Trustee. The Owner of $1,000,000 or more in aggregate principal, amount - evidenced by the Certificates may request in writing that the Trustee.pay the interest evidenced by such Certificates by wire transfer and the - Trustee shall comply with such request for,.all, Interest Payment Dates following the fifteenth (15th) day after, receipt of such request until such request is rescinded. Section 2.03. Prepavment of Certificates. (a) Optional Prepayment. The Certificates maturing on or after June 1, 20 , shall be subject to optional prepayment prior to maturity, at the option'of the Authority OHSUSA 750125734.2 14 I upon direction of the Local Agency, on or after June 1, 20 in whole or in part (by lot within any maturity), on any date, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium. The Local Agency shall provide notice to the Authority and the Trustee at least forty -five (45) days prior to the prepayment date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the principal amount evidenced by and maturities of the 2012 Installment Sale Payments to be prepaid. (b) Mandatory Prepayment. The Certificates shall be subject to mandatory prepayment prior to maturity, in whole or in part (by lot within any maturity), on any date, from amounts received upon the acceleration of 2012 Installment Sale Payments upon the occurrence of an event of default under any Agreement, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium. (c) Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20_, are subject to mandatory prepayment on June 1 of each year commencing June 1, 20_, in part, from mandatory sinking fund payments, on each June I specified below, at a prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. The principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as follows: Mandatory Prepayment Principal Date (June 1) Amount The amount of each such prepayment shall be reduced in the event and to the extent that 2012 Installment Sale Payments payable on the corresponding 2012 Installment Sale Payment Date are optionally prepaid pursuant to the any Agreement or Agreements and applied to the prepayment of Certificates maturing on June 1, 20 In such event, the Local Agencies shall provide the Trustee with a revised sinking fund prepayment schedule. The Certificates maturing on June 1, 20. are subject to mandatory prepayment on June I of each year commencing June 1, 20 , in part, from mandatory sinking fund payments, on each June 1 specified below, at a prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. The principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as follows: OHSUSA 750125734.2 15 Mandatory Prepayment Principal .Date (June 1) Amount The amount of each such prepayment shall be reduced.in the event and to the extent that 2012 Installment Sale;Payments payable on the corresponding 2012 Installment Sale Payment Date are optionally prepaid pursuant to any Agreement or Agreements and applied to the prepayment of Certificates maturing on June 1, 20 In such event, the Local Agencies shall provide the Trustee with a revised sinking fund prepayment schedule. ' (d) Selection of Certificates. Whenever provision is made in this Trust Agreement for the prepayment or purchase of less than all of the Certificates or any given portion thereof, the Trustee shall, subject to the following sentence, select the Certificates to be prepaid or purchased, from all Certificates subject to prepayment or purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called for prepayment or purchase. Upon notice of any prepayment pursuant to Section 2iO3(a) hereof or receipt of moneys resulting in a prepayment pursuant to Section 2.03(b) hereof, the Trustee shall request the Cash'Flow Consultant to prepare a Cash Flow Report identifying the principal amount and. maturities of the Certificates to be prepaid. The Trustee shall promptly notify the Authority in writing of any prepayment or purchase of Certificates and of the Certificates or portions thereof so selected for prepayment or purchase. (e) Purchase in Lieu of PMaavment. In lieu of prepayment of any Certificates, amounts on deposit in the Revenue Fund or in any sinking account therein may also be used and ,withdrawn by the Trustee at any time, upon the Request of the Authority, for the purchase of such Certificates at public or private sale as and when and at such prices (including brokerage and-other charges, but excluding accrued, -interest, which is payable from the Interest Fund) as the Authority may in its'diseretion�determine, but not in excess of the principal amount thereof plus accrued ,interest to the .purchase date. The principal amount of any Certificates so purchased- by the ,Trustee in any twelve -month period ending 60 days prior to any Certificate Payment Date in any year shall be credited towards and shall reduce the principal amount of such Term Certificates required to be Prepaid on such Certificate Payment Date in such year. (f) Notice or Prepayment or Purchase. Notice of prepayment, or purchase shall be mailed by first -class mail by the Trustee, not less than thirty, (30) nor more than sixty (60) days prior tot the prepayment or purchase date, to (i)'the respective Owners of any Certificates designated for prepayment or purchase at their addresses appearing on the registration books of the Trustee, and (ii) if the Certificates are no longer held by the Depository, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Notice of prepayment shall be given by telecopy, certified, registered, or overnight mail to the OHSUSA 750125734.2 16 Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Each notice of prepayment or purchase shall state the date of such notice, the date of initial execution and delivery of the Certificates, the prepayment or purchase date, the Prepayment Price or Purchase Price, the place or places of prepayment or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Certificates of each Certificate Payment Date or Dates, and, if less than all of the Certificates of any such Certificate Payment Date, the distinctive certificate numbers of the Certificates with such Certificate Payment Date, to be prepaid or purchased and, in the case of Certificates to be prepaid or purchased in part only, the respective portions of the principal amount thereof to be prepaid or purchased. Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price or Purchase Price represented thereby or of said specified'portion of the principal amount thereof in the case of a Certificate to be prepaid or purchased in part only, together with interest accrued with respect thereto to the prepayment or purchase date, and that from and after such prepayment or purchase date, interest thereon shall cease to accrue, and shall require that such Certificates be then surrendered at the address or addresses of the Trustee specified in the prepayment or purchase notice. If any of the Certificates are prepaid pursuant to an advance refunding, notice of such advance refunding and prepayment shall be given in the same manner as above provided, and also within the'same time period with respect to the actual prepayment date. Notice of prepayment or purchase of Certificates shall be given by the Trustee, at the expense of the Authority Conditional notice of prepayment may be given at the direction of the Authority and shall be given if funds sufficient to prepay the Certificates are not then on deposit with the Trustee. Failure by the Trustee to give notice pursuant to this Section 2.03 to the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System or Securities Depositories shall not affect the sufficiency of the proceedings for prepayment or purchase. Failure by the Trustee to mail notice of prepayment or purchase pursuant to this Section 2.03 to any one or more of the respective Owners of any Certificates designated for prepayment or purchase shall not affect the sufficiency of the proceedings for prepayment with respect to the Owner or Owners to whom such notice was mailed. (g) Partial Prepayment of Purchase of Certificates. Upon surrender of any Certificate to be prepaid or purchased in part only, the Trustee shall execute and deliver to the registered owner thereof, at the expense of the Authority, a new Certificate or Certificates of authorized denominations, and having the same Certificate Payment Date, equal in aggregate principal amount to the unprepaid or unpurchased portion of the Certificate surrendered. (h) Effect of Prepayment. Notice of prepayment having been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest OHSUSA.750125734.2 17 accrued to the prepayment date with respect to, the Certificates (or portions_ thereof) so called for prepayment being held by the Trustee, on the prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment shall become due and payable at the Prepayment Price specified in, such notice and interesVaccrued with respect thereto to the prepayment date, interest with respect to the Certificates so called for prepayment shall cease to accrue, said Certificates (or portions thereof) shall cease to be entitled to any benefit or security under this Trust Agreement, and the Owners of said Certificates shall have no rights in respect thereof except to receive - payment of said Prepayment Price and accrued interest. All Certificates, prepaid pursuant to the provisions of this Section -shall be cancelled upon surrender thereof by the Trustee. All Certificates purchased pursuant to the provisions of this. Section shall be registered in the name of the Authority and delivered to, or as directed in writing by, the Authority Section 2.04. Form of Certificates. The Certificates and the registration endorsement and assignment to appear thereon shall be substantially in the forms set forth in Exhibit.A hereto attached and by this reference herein incorporated (provided that on the face of each Certificates, at the place where the portion of the form set forth below appears on the reverse side of such Certificate, there shall be inserted the following sentence: REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR.ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE). Section 2.05. Execution of Certificates. The Certificates shall be executed by the Trustee by the manual signature of an authorized signatory of the Trustee. Only those Certificates executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such execution by the Trustee shall be conclusive evidence that the Certificates so executed and registered have been duly authorized, executed and delivered hereunder and are entitled to the benefit, protection and security hereof. ,Section 2.06. Transfer and Payment of Certificates. Any'Certificates may, in accordance with its terms, be transferred in the records maintained pursuant to the provisions of Section 2.08 by the person in ,whose name it is registered, in person or by his duly,authorized attorney, upon surrender of such Certificates for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. 'Whenever any Certificates shall be surrendered for transfer, the Trustee shall execute and deliver to the transferee a new Certificate or Certificates of the; same series and maturity for a like aggregate principal amount. The Trustee shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege. The Authority and the Trustee may deem and treat the registered owner of any Certificates as the absolute owner of such Certificates for the purpose of receiving payment thereof and for all other purposes, whether such Certificates shall be overdue or not; and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and OHSUSA.750125734.2 18 payment of the interest and principal and prepayment premium, if any, evidenced and represented by such Certificates shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on such Certificates to the extent of the sum or sums so paid. 1. The Trustee shall not be required to execute, register the transfer of or exchange any Certificates during the fifteen (15) days preceding each Interest Payment Date or the date of selection by the Trustee of Certificates for prepayment, or to register the transfer of or exchange any Certificates which have been selected for prepayment in whole or in part: Section 2.07. Exchange of Certificates. Certificates may be exchanged at the office of the Trustee for a like aggregate principal amount of Certificates of the same series and payment date of other authorized denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege. Section 2.08. Certificate Registration Books. The Trustee will keep at its office sufficient books for the registration and transfer of the Certificates which shall at all times be open to inspection by the Local Agencies or any Owner on reasonable notice during regular business hours on any Business Day, and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Certificates in such books as hereinabove provided. Section 2.09. Mutilated, Destroyed, Stolen or Lost Certificates. If any Certificate shall become mutilated the Trustee at the expense of the Owner shall thereupon authenticate and deliver, a new Certificate of like tenor and number 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 shall be canceled. If any Certificate shall, be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactoryto the Trustee and the Authority and indemnity satisfactory to the Trustee and the Authority shall-be given, the Trustee, at the expense of the Owner, shall thereupon execute and deliver; a new Certificate of like tenor and number in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may, require payment of a reasonable sum for each new Certificate executed and delivered under this Section 2.09 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Certificate executed and delivered under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Certificates of the same series secured by this Trust Agreement. Neither the Authority nor the Trustee shall be required 'to treat both the original Certificate and any duplicate Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and duplicate Certificate shall be treated as one and the same. OHSUSA.7501257342 19 Section 2.10. Temporary Certificates. The Certificates executed and delivered under this Trust 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 typewritten, 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 Trust Agreement as may be appropriate. Every temporary Certificate shall be executed and delivered by the Trustee upon the same conditions and terms and in substantially the same manner as definitive Certificates. If the Trustee executes and delivers temporary Certificates it- will execute and furnish definitive Certificates without delay and thereupon the temporary Certificates may be surrendered, for cancellation, in exchange therefor at the Office of the Trustee, and the Trustee shall deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Certificates of authorized denominations. Until so, exchanged, the temporary Certificates shall be entitled to the same benefits under this Jrust Agreement as definitive Certificates delivered hereunder Section 2.11. Procedure for the Execution and Delivery of Certificates; Establishment of Funds and Accounts. At any time after the sale of the Certificates, the Trustee shall execute the Certificates for delivery hereunder, and thereupon the Certificates shall be delivered by the Trustee to the purchaser thereof upon the Request of the Authority and upon receipt of payment therefor from the purchaser thereof. -Upon .receipt of payment for the Certificates from the purchaser thereof, the Trustee shall set .aside and deposit the proceeds received from such sale in th'e following respective accounts or funds or with the following respective persons, in the following order of priority- (a) The Trustee shall deposit in the Reserve Subaccount for each Local Agency within the Reserve Fund within the Revenue. Fund established pursuant to, Section 3 03 hereof a sum equal to the Reserve Fund Requirement for each Local Agency (b) The "Cost of Issuance Fund" is hereby established as a separate trust fund with the Trustee. The Trustee shall deposit a sum equal to the amount set forth.in such - Request of the Authority in the Cost of Issuance Fund. The moneys in the Cost of Issuance Fund shall be disbursed, upon the Request of.the Authority, to pay Costs of Issuance. Upon the payment in full of the Costs of Issuance•or the making of adequate provision for the payment thereof, evidenced by a Certificate of the Authority, to the 'Trustee, any balance remaining in such Fund shall be transferred to the Proceeds Subaccounts of the Acquisition Fund in proportion to the amounts, initially deposited in- the Costs of Issuance Fund attributable to each Local-,Agency, and-pending such transfer and application, the moneys in such Fund may be invested as permitied by Section 3.04 hereof, provided, however, that investment income resulting from any such investment shall be retained in the Cost of Issuance Fund (c) There shall be further created a special trust fund to be by the Trustee called the "Acquisition Fund." Within the Acquisition Fund 'the Trustee shall create Proceeds Subaccounts (the "Proceeds Subaccounts ") to account separately for funds in the Acquisition Fund attributable to each Local Agency The Trustee shall deposit a sum equal to the amount set forth in such Request of the Authority in,the Acquisition Fund, OHSUSA 750125734.2 20 and such moneys shall be credited to each of the Local Agencies in the amounts set forth in Schedule 11, which is attached hereto and made a part hereof. Moneys in the Proceeds Subaccounts shall be disbursed to each Local Agency in the amounts set forth in Schedule II relating to such Local Agency pursuant to a Requisition in the form attached hereto as 'Exhibit B. Such Requisition shall be in the form of a sequentially numbered requisition and shall set forth the name and address of the person or persons to whom said amounts are to be disbursed and state the amounts to be disbursed are for Project Costs properly chargeable to the Proceeds Subaccount and have not been the subject of any previous requisition. Upon delivery to the Trustee of a Request of a Local Agency, any Certificate proceedss remaining in such Local Agency's Proceeds Subaccount upon completion of its Project (which completion shall be evidenced by such Request of the Local Agency) shall be applied by the Trustee to offset scheduled 2012 Installment Sale Payments required to be paid by the Local Agency under its Agreement or in such other manner as may be directed in such Request of the Local Agency Upon the occurrence and continuance of an Event of Default or an event which with notice or lapse of time would constitute an Event of Default, amounts on deposit in the Acquisition Fund shall not be disbursed, but shall instead be applied to the payment of the scheduled principal and interest represented by the Certificates as such amounts become due and payable or the prepayment price of the Certificates. Section 2.12. Validity of Certificates. The validity of the Certificates shall not be dependent on or affected in any way by the proceedings taken by the Authority or the Trustee for the financing of the Projects or by any contracts made by the Authority or its agents in connection therewith, and shall not be dependent upon the completion of any of the Projects or upon the performance by any person, firm or corporation of his or its obligation with respect thereto The recital contained in the Certificates that the same are executed and delivered pursuant hereto shall be conclusive evidence of their validity and of the regularity of their execution and delivery, and all Certificates shall be incontestable from and after their execution and delivery The Certificates shall be deemed to be executed and delivered, within the meaning hereof, whenever the definitive Certificates (or any temporary Certificates exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. Section 2.13. Special Covenants as to Book -Entry Only System for Certificates. (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.13, all of the Certificates initially executed and delivered shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( "DTC "), or such other nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest evidenced and represented by any Certificate registered in the name of Cede & Co shall be made on each Interest Payment Date for such Certificates to the account, in the manner.and at the address indicated in or pursuant to the Representation Letter.' (b) The Certificates initially shall be executed and delivered in the form of a single authenticated fully registered certificate for each stated payment date of such Certificates, representing the aggregate principal amount evidenced and represented by the Certificates payable on such payment date. Upon initial execution and delivery, the ownership of all such Certificates shall be registered in the registration records maintained by the Trustee pursuant to OHSUSA 750125734.2 21 Section 2.08 hereof in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation Letter The Trustee,. the 'Local Agencies, the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Certificates registered in its name or the name of its nominee for the .purposes,of 'payment of the principal or prepayment.price and interest evidenced and represented by such Certificates, selecting the Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to Owners hereunder, registering the transfer of Certificates, obtaining any consent or other action to be,taken by Owners of the Cert ificates and for all other purposes whatsoever; and neither the Trustee or the Authority or any paying agent shall be affected by any notice to the contrary Neither the Trustee, the Local Agencies nor the Authority or any paying agent shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section 2.13„ securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly oivn;DTC), any person claiming a beneficial ownership interest in the Certificates under or through DTC or any Participant; or any other person which is not shown on the registration records as being a Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal, prepayment price or interest evidenced and represented by the Certificates, (iii) any notice which is permitted or 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 Certificates, or (v) any consent given or other action taken by DTC as Owner of-Certificates. The Trustee shall pay all principal, premium, if any, and interest evidenced,and represented by the Certificates only at the times, to the accounts, at the addresses and otherwise in accordance. with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the obligations with respect to the principal;, premium, if. any, and - interest evidenced and represented by the Certificates to the extent, of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC- 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 subsection (f) of this Section 2.13 (c) In the event that the Authority determines that it is in,the best interests of the Local Agencies or the beneficial owners of the Certificates that they be able to, obtain certificates, the Trustee shall,, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section 2.13 DTC may determine to discontinue providing its services with respect to the Certificates at any time by giving written notice of such discontinuance to the Authority, the Local Agencies and the Trustee and discharging its responsibilities with respect thereto under, applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section 2.13 Whenever DTC requests the Authority, the Local Agencies and the Trustee to do so, the Trustee, the Local Agencies and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Certificates then Outstanding.' In such event, the Certificates will be transferable to such securities depository in accordance with•subsection� (f) of this Section 2.13, and thereafter, 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 appropriate. OHSUSA 750125734.2 22 (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal, premium, if any, and interest evidenced and represented by such Certificate and all notices with respect to each such Certificate, shall be made and given, respectively, to DTC as provided in the Representation Letter (e) The Trustee is hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor depository, enter into comparable arrangements, and shall have the same rights and immunities with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that any transfer or exchange of Certificates is authorized under subsection (b) or (c) of this Section 2.13, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered Owner thereof of the Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07 hereof. In the event Certificates are delivered 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 successor securities depository, the provisions of Sections 2.06 and 2.07 hereof shall also apply to, among other things, the registration, exchange and transfer of the Certificates and the method of payment of principal, premium, if any, and interest evidenced and represented by the Certificates. OHSUSA.7501257342 23 ARTICLE, III REVENUES Section 3.01. Pledee of Revenues; Assignment. All Revenues and any other ,amounts, (including proceeds of the sale of the Certificates) held by the Trustee in any fund�or account established hereunder (other than amounts on deposit in the Acquisition Fund-created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.04) are hereby irrevocably pledged to the payment of the principal, interest and premium, if any, evidenced and.represented by the Certificates as provided herein, and the Revenues shall not be used for, any other purpose while any of the Certificates remain Outstanding; nrovided, however, that out of the Revenues and other moneys there may be applied such sums for such purposes as are permitted hereunder This pledge shall constitute a, first pledge of and charge and lien upon the Revenues and all other moneys on deposit in the funds and accounts established hereunder (other, than amounts on deposit in the Acquisition Fund created pursuant to Section 2.11 and the Rebate Fund created pursuant to Section 4.04) for the payment of the interest and principal evidenced and represented by the Certificates in accordance with the terms hereof and thereof. The Authority hereby, assigns to the Trustee all of the Authority's rights and remedies under the Agreements, including, but not limited to, the Authority's security interest in and lien upon the Revenues. Section 3.02. Receipt, and Deposit of Revenues in the Revenue Fund. Ih order to carry out and effectuate the pledge, charge and lien contained herein, the Authority agrees and covenants that all Revenues when and as received shall be received by the Authority in trust hereunder for the benefit of the Owners and shall be deposited when and as received by the Authority in the Revenue Fund which fund is hereby created and which fund the Authority hereby agrees and covenants to maintain with the Trustee so long as any Certificates shall be Outstanding under the Trust Agreement. All Revenues shall be accounted for separately for each Local Agency and held in trust in the Revenue Fund. All Revenues, whether received by the Authority in trust or deposited with the Trustee as herein provided, shall nevertheless be allocated, applied and disbursed solely for the purposes and uses hereinafter in this Article set forth, and shall be accounted for separately and apart from all other accounts, funds, money or other resources of the Authority, and the Authority shall have no beneficial right or interest in any of the Revenues except only as herein provided. Section 3.03. Establishment and Maintenance of Accounts for Use of Money in the Revenue Fund. Subject to Section 4.04, all money in the Revenue Fund shall be set aside by the Trustee in the following respective special funds and accounts within the Revenue Fund in the following order of priority- (1) Interest Fund, and within the Interest Fund, an Interest Payment Account for each Local Agency; (2) Principal Fund, and within the Principal Fund, a Principal Payment Account for each Local Agency; OHSUSA:750125734.2 24 (3) Reserve Fund, and within the Reserve Fund, a Reserve Subaccount for each Local Agency; (4) Administration Fund, and within the Administration Fund, an Administration Subaccount for each Local Agency; and (5) Surplus Account. All money in each of such accounts shall be held in trust by the Trustee and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. Notwithstanding the foregoing, the Trustee need not create separate accounts within the Interest Fund, the Principal Fund, the Reserve Fund and the Administration Fund, but shall keep sufficient records to account separately for the deposits attributable to each Local Agency. (1) Interest Fund. On or before the Business Day immediately preceding each Interest Payment Date, the Trustee shall set aside from amounts deposited by each Local Agency in the Revenue Fund and deposit in each Local Agency Interest Payment Account that amount of money which is equal to the amount of interest becoming due and payable with respect to such Local Agency's Agreement on the next succeeding Interest Payment Date. No such deposit need be made if the amount contained in a Local Agency Interest Payment Account is at least equal to the aggregate amount of interest becoming due and payable in connection with such Local Agency's Agreement on such Interest Payment Date. All money in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest evidenced and represented by the Certificates as it shall become due and payable (including accrued interest evidenced and represented by any Certificates purchased or prepaid prior to the payment dates thereof). (2) Principal Fund. On or before the Business Day immediately preceding each Certificate Payment Date the Trustee shall set aside from amounts deposited by each Local Agency in the Revenue Fund and deposit in each Local Agency Principal Payment Account an amount of money equal to the amount of principal becoming due and payable with respect to such Local Agency's Agreement on the next succeeding Certificate Payment Date. No such deposit need be made if the amount contained in a Local Agency Principal Payment Account is at least equal to the aggregate amount of principal becoming due and payable in connection with such Local Agency's Agreement on such Certificate Payment Date. All money in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal evidenced and represented by the Certificates as it shall become due and payable, whether on their respective Certificate Payment Dates or prepayment, except that any money in any sinking fund account shall be used and withdrawn by the Trustee only to purchase or to prepay or to pay Term Certificates for which such sinking fund account was created. (3) Reserve Fund. The Trustee shall set aside from amounts deposited by each Local Agency in the Revenue Fund and deposit in each Local Agency's Reserve Subaccount that amount of money (or other authorized deposit of security) which shall be required to maintain the Reserve Subaccount in the full amount of the Reserve Fund Requirement. No deposit need be made in any Reserve -Subaccount so long as there shall be on deposit therein a sum equal to the related Local Agency Reserve Fund Requirement. All money in each Reserve Subaccount OHSUSA 750125734.2 25 (including all amounts which may be obtained from any insurance policy on deposit in the Reserve Subaccount) shall be used and withdrawn by the Trustee solely for the purpose of replenishing the related Local Agency Interest Payment Account or the related Local.Agency Principal Payment Account, in that order, in the event of any deficiency at any time in either of such Accounts, but solely for the purpose of paying the interest, principal or prepayment premiums, if any, payable in connection with the related Local Agency Agreement, except that any cash amounts in the Reserve Subccounts in excess of the amount required to. be on deposit therein shall be withdrawn from the Reserve Subaccounts on each Interest Payment Date and deposited in the related Local Agency Interest Payment Account. In lieu of making a Local Agency Reserve Fund Requirement deposit or rixeplacement of moneys then on deposit in any Reserve Subaccount (which shall be transferred by the Trustee' to the Local Agency upon de)ivery of an insurance policy satisfying the. requirements` stated below), a Local Agency may also deliver to the Trustee an insurance policy (a "Qualified Reserve Instrument ") securing an amount, together with moneys or Permitted Investments on deposit in the Reserve Subaccount, no less than the Local Agency-Reserve Fund Requirement; issued by an insurance company licensed to issue insurance policies guaranteeing the timely payment of the principal and interest components of the related Local Agency Agreement and whose unsecured debt obligations (or for which obligations secured by such`. insurance company's insurance policies)iare rated in the two highest rating categories (without respect- to any modifier) of the Rating Agency Notwithstanding anything to the contrary set forth in the Trust Agreement, amounts on deposit in the Reserve Fund shall be applied solely'to the payment of debt service due on the Certificates. If and to the extent that a Reserve Subaccount has been funded with a combination of cash (or Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments) shall be completely used before any demand is made on such Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument 'shall be made prior to any replenishment of any cash (or Permitted Investments). If a Reserve Subaccount is funded; in whole or in part, with more than one Qualified Reserve Instrument, then any draws made against such Qualified Reserve' Instrument shall be made pro -rata: (4) Administration Fund. On or before the Business•Day immediately preceding each Certificate Payment Date, the Trustee shall set aside from amounts deposited by each Local Agency in the Revenue Fund and deposit in each Local Agency's Administration Subaccount an amount equal to such Local Agency's- Administration Fee. All money in, each Administration Subaccount shall be used and withdrawn by the Trustee solely for the purpose of paying the fees of the Authority, the Trustee and the Rebate Analyst, payable with respect' to the related Local Agency Agreement, except that any cash amounts in the Administration Subaccounts in excess of the amount required to be ,on deposit therein shall be withdrawn from •the Administration Subaccounts on each Interest Payment Date and deposited in the related Local Agency Interest Payment Account. (5) Surplus Account. On the Business Day immediately following each Interest Payment Date the Trustee shall deposit in the Surplus Account all money remaining in the Revenue Fund after the deposits required by Section 4.04 and by paragraphs (l), (2), (3) and (4) of this section have been made. On June 30 of each year; beginning on.June 30, 2012, the OHSUSA.750125734.2 26 Trustee shall disburse the money in the Surplus Account to each Local Agency to the extent each such Local Agency's deposit of moneys, together with investment earnings thereon, if any, exceeded the deposits required by paragraphs (1), (2), (3) and (4) of this section. Section 3.04. Deposit and Investments of Money in Accounts and Funds. Subject to Section 4 04, all money held by the Trustee in any of the accounts or funds established pursuant hereto shall be invested and reinvested in Permitted Investments at the Request of the Local Agency received not less than two (2) Business Days prior to the date of making such investment. The Trustee shall notify the Local Agency no less than two (2) Business Days prior to the date moneys held hereunder will be available for investment, requesting that the Local Agency deliver to the Trustee a Request of the Local Agency specifying the Permitted Investments to be acquired by the Trustee with such moneys. All money held in the Reserve Fund shall be invested and reinvested in Permitted Investments with a term to maturity not exceeding five years or on the final maturity date of the Certificates, whichever date is earlier; provided, however, that if an obligation may be prepaid at par on the business day prior to each Interest Payment Date during which such obligation is outstanding, such obligation may have any maturity All such Permitted Investments shall be valued by the Trustee not less frequently than semi - annually on each Interest Payment Date at the lower of the cost or market value thereof. Subject to Section 4.04, all interest or profits received prior to the completion of each Project (as certified in writing by the related Local Agency representative) on any money so invested shall be deposited in the related Proceeds Subaccount of the Acquisition Fund, and all interest or profits received subsequent thereto on any money so invested shall be deposited in the related Local Agency Interest Payment Account. The Trustee may act as a principal or agent in making or disposing of any investment. Notwithstanding the foregoing, in the event there is only one participating Local Agency identified in Schedule I, notifications from the Trustee of the availability of funds for investment shall be provided to the Local Agency and instructions for the investment of funds will be at the Request of the Local Agency OHSUSA.750125734 2 27 ARTICLE IV COVENANTS Section 4.01. Compliance with Trust Agreement. The Trustee will not.execute or deliver any Certificates in any manner other than in accordance with the provisions hereof, and the Local Agencies will not suffer or permit any default to occur hereunder, but will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by them. Section 4.02. Amendment of Agreements. The Local Agencies and the Authority will not amend or permit the amendment of the Agreements without (a)(1) a determination that such amendment does not materially adversely affect the interest, of the Owners or (2)- the written consents of the Owners of a majority in aggregate principal - amount of the Certificates then Outstanding, and (b) an Opinion of Counsel to the effect that such amendment will not cause interest payable with respect to the Agreements to be included in gross income for federal - income tax purposes; provided,that no such supplement, amendment,, modification or termination shall reduce the amount of 2012 Installment Sale Payments to be made to the Authority or the Trustee by any Local Agency, pursuant to an Agreement, or extend th_e time for making such payments, or permit the creation of any lien prior to or on a parity with the lien created by such Agreement on Revenues (except as expressly provided in such Agreement), in each case without the written consent of all of the Owners of the Certificates then Outstanding. Section 4.03. Against! Encumbrances. The Authority will not make any pledge of or place any charge or lien uponjthe Revenues except as provided herein, and will not issue any bonds, notes or obligations payable from the Revenues or secured by a pledge of or charge or lien upon the Revenues except the Certificates. Section 4.04. Tax Covenants: Rebate Fund. (a) In addition to the accounts created pursuant to Section 3.03, the Trustee shall establish and maintain a fund separate from any other fund or account established and maintained hereunder designated as the Rebate Fund. There shall be deposited in the Rebate Fund such amounts, including the Rebate Amount, as are required to be deposited therein pursuant to each of the Tax Certificates. All, money at any time deposited in the Rebate Fund shall be field by the Trustee in trust, to the extent required to satisfy the Rebate Requirement (as defined in each Tax Certificate), for payment to the United States of America. Notwithstanding the provisions of Sections 3.01, 3 02, 3.04, 7.02 and 10.01 relating to the pledge of Revenues, the allocation of money in the Revenue Fund, the investments of money in any fund or account, the application of funds upon acceleration and the defeasance of Outstanding Certificates, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 4 04 and by each Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority, and shall have no liability or responsibility to enforce compliance by the Authority and the Local Agencies with the terms of the Tax Certificates. OHSUSA 750125734.2 28 (b) Any funds remaining in the Rebate Fund after prepayment and payment with respect to all of the Certificates or provision made therefor satisfactory to the, Trustee, including accrued interest and payment of any applicable fees to the Trustee and satisfaction of the Rebate Requirement (as defined in the Tax Certificates), shall be withdrawn by the Trustee and remitted to or upon the written direction of the Authority Section 4.05. Accounting Records and Reports. The Trustee shall keep proper books of record and account in accordance with industry standards in which complete and correct entries shall be made of all transactions made by the Trustee relating to the receipt, investment, disbursement, allocation and application of all funds received by the Trustee hereunder Such records shall specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in the case of each investment: (a) its purchase price; (b) identifying information, including par amount, coupon rate, and payment dates; (c) the amount received at maturity or its sale price, as the case may be; (d) the amounts and dates of any payments made with respect thereto, and (e) such documentation as is required to be obtained as evidence to establish that all investments have been purchased in arms' length transactions with no amounts paid to reduce the yield on the investments. Such records shall be open to inspection by the Authority and any Local Agency at any reasonable time during regular business hours on reasonable notice. Section 4.06. Observance of Laws and Regulations. The Local . Agencies will faithfully observe and perform all lawful and valid obligations or regulations now or hereafter imposed on them by contract, or prescribed by any state or national law, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such observance or performance is material to the transactions contemplated hereby. Section 4.07. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the Local Agencies will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby Section 4.08. Recordation and Filing. The Local Agency will file, record, register, renew, refile and rerecord all such documents, including financing statements (or continuation statements in connection therewith), as may be required by law in order to maintain at all times a security interest in the Agreements under and pursuant to the Trust Agreement, all in such manner, at such times and in such places as may be required in order to fully perfect, preserve and protect the benefit, protection and security of the Owners, and the rights of the Trustee hereunder, and the Local Agencies will do whatever else may be necessary or be reasonably required in order to perfect and continue the pledge of and lien on the Agreements as provided herein. OHSUSA.750125734.2 29 Section 4.09. Acquisition of the Projects. Subject to and as provided in each Agreement, the Authority will cause to be acquired and constructed the Projects with all practicable dispatch and such acquisition will be made in an expeditious, manner and in conformity with the law so as to complete the same as soon as possible. OHSUSA.750125734.2 30 Q ARTICLE V THE TRUSTEE Section 5.01. The Trustee. Wells Fargo Bank, National Association shall serve as the Trustee for the Certificates for the purpose of receiving all money which the Authority and the Local Agencies are required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest, principal and prepayment premiums, if any, evidenced and represented by the Certificates presented for payment in Los Angeles, California, with the rights and obligations provided herein. The Authority agrees that it will at all times maintain a Trustee having a principal office in San Francisco or Los Angeles, California. The Authority may at any time, unless there exists any event of default as defined in Section 7.01, remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor shall (i) be a bank or trust company doing business and having a principal office in San Francisco or Los Angeles, California, (ii) have (or in the case of a bank or trust company which is part of a bank holding company system, the related bank holding company shall have) a combined capital (exclusive of borrowed capital) and surplus of at least seventy -five million dollars ($75,000,000) and (iii) be subject to supervision or examination by federal or state authority If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of appointment by the successor Trustee. If, within thirty (30) days after notice of the removal or resignation of the Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby The Trustee is hereby authorized to prepay the Certificates when duly presented for payment on their respective Certificate Payment Dates or on prior prepayment. The Trustee shall cancel all Certificates upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Certificates and a certificate of destruction shall be delivered to the Authority The Trustee shall keep accurate records of all Certificates paid and discharged and canceled by it. The Authority, solely from amounts held in the Costs of Issuance Fund or paid by the Local Agencies specifically for such purpose, shall from time to time, subject to any agreement between the Authority and the Trustee then in force, pay to the Trustee compensation OHSUSA.750125734.2 31 for its services, reimburse the Trustee for all its advances and expenditures including but not limited to advances to and fees and expenses of independent accountants and in -house and other counsel or other experts employed by it and reasonably required in the exercise and performance of its rights and obligations hereunder, and, to the extent permitted by law, indemnify and hold the Trustee and its officers, directors, employees and agents harmless against any claim, loss, liability, damages, expenses (including legal fees and expenses) or advances not arising from the Trustee's own active or passive negligence, willful misconduct or breach of fiduciary duty, which the Trustee may incur in the exercise and performance of its rights and obligations hereunder The obligations of the Authority under this paragraph to compensate, indemnify, reimburse and hold the Trustee harmless shall constitute additional indebtedness hereunder,-and such indebtedness shall have priority over the Certificates in respect of all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the Owners of particular Certificates, including, without limitation, funds held by the Trustee in trust to prepay all or a portion of Outstanding Certificates prior to their respective Certificate Payment Dates for which a notice of prepayment has been sent as provided herein. Section 5.02. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Certificates shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the use of any proceeds of the Certificates, the correctness of the same, the collection of the Revenues or makes any representation as to the sufficiency or validity hereof, of the Certificates or any security therefor or any offering material distributed in connection with the Certificates and shall not incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Certificates or in law or equity. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence, willful misconduct or breach of fiduciary duty The Trustee shall not be bound to recognize any person as the Owner of a Certificate unless and until such Certificate is submitted for inspection, if required, and such Certificate is registered in such person's name. Whenever the Trustee shall deem it necessary or desirable that a factual or legal matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a certificate conforming to the requirements herein or an opinion of counsel, which certificate or opinion shall be full 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 of such matter or may require such additional evidence as it may deem reasonable. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all persons, including without limitation the Owners, the Authority and the Local Agencies, having any claim against the Trustee arising from this Trust Agreement not attributable to the Trustee's negligence or willful misconduct shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. The duties and obligations of the Trustee shall be determined solely by the express provisions of this Trust Agreement, the Trustee shall not be liable except for the performance of OHSUSA.750125734.2 32 such duties and obligations as are specifically set forth in this Trust Agreement, and no implied covenants or obligations (fiduciary or otherwise) shall be read into this Trust Agreement against the Trustee. The Trustee shall not be liable with respect to any action taken or not taken hereunder in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Certificates at the time Outstanding. The Trustee shall, during the existence of any event of default (which has not been cured), exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise of use under the circumstances in the conduct of its own affairs. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents and such immunities and exceptions and its right to payment of its fees and expenses shall survive its resignation or removal and the final payment and defeasance of the Certificates. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Certificates. The Trustee, in its individual or any other capacity, may become the Owner of any Certificates or other obligations of any party hereto with the same rights which it would have if not the Trustee. At any and all reasonable times, the Trustee, and its agents shall have the right to fully inspect the Projects, including all books, papers and records of the Local Agencies pertaining to the Projects and the Certificates, and to take such memoranda therefrom and with regard thereto and make photocopies thereof as may be desired. The Trustee shall not be required to give any bond or surety in respect of the execution of said trusts and powers or otherwise in respect of the premises. Before taking or refraining from any action hereunder at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished to it and be in full force and effect. None of the provisions contained herein or in the Agreements shall require the Trustee to expend or risk its own funds or continue to do so or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Trustee may rely and shall be protected in acting or failing to act upon any paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the Local Agencies to make any payment of principal or interest under the Agreements when due, unless the Trustee shall be specifically notified in writing at its principal corporate trust office of such default by the Owners of not less than 25% of the aggregate principal amount of Certificates then Outstanding. Notwithstanding any other provision hereof, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or official action or evidence thereof, required as a condition of such action deemed by the Trustee to be desirable for the purpose of establishing the rights of the Trustee with respect to the authentication of any Certificates, the withdrawal of any cash, the release of any property or the taking of any other action by the Trustee. OHSUSA.750125734.2 33 ARTICLE VI AMENDMENT OF THE TRUST AGREEMENT Section 6.01. Amendment of the Trust Agreement. The Trust Agreement and the rights and obligations of the Authority, the Local Agencies, the Trustee and the Owners may be amended at any time by a Supplemental Trust Agreement which shall become binding when the written consents of the Owners of a majority in aggregate principal amount evidenced and represented by the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 6.02, are filed with the Trustee. No such amendment shall (1) extend the Certificate Payment Date of or reduce the interest rate on or amount of interest or principal or prepayment premium, if any, evidenced and represented by any Certificate without the express written consent of the Owner of such Certificate, or (2) permit the creation by the Authority of any pledge of or charge or lien upon the Revenues as provided herein superior to or on a parity with the pledge, charge and lien created hereby for the benefit of the Certificates, or (3) reduce the percentage of Certificates required for the written consent to any such amendment or any amendment of an Agreement pursuant to Section 4.02 hereof, or (4) modify any rights or obligations of the Trustee, the Authority or the Local Agencies without their prior written assent thereto, respectively The Trust Agreement and the rights and obligations of the Authority, the Local Agencies and of the Owners may also be amended at any time by a Supplemental Trust Agreement which shall become binding upon adoption without the consent of any Owners, but only to the extent permitted by law and after receipt of an approving Opinion of Counsel, for any purpose that will not in the judgment of the Trustee materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes - (a) to add to the agreements and covenants required.herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority or the Local Agencies, or to surrender any right or power reserved herein to or conferred herein on the Authority or the Local Agencies; (b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority or the Local Agencies may deem desirable or necessary and not inconsistent herewith, (c) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939; or (d) for any other purpose that does not materially adversely affect the interests of the Owners. Section 6.02. Disqualified Certificates. Certificates owned or held by or for the account of the Authority or the Local Agencies shall not be deemed Outstanding for the purpose OHSUSA.7501257342 34 of any consent or other action or any calculation of Outstanding Certificates provided in this article, and shall not be entitled to consent to or take any other action provided in this article. Section 6.03. Endorsement or Replacement of Certificates After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Certificates may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Certificates and presentation of his Certificate for such purpose at the office of the Trustee a suitable notation as to such action shall be made on such Certificate. If the Authority shall so determine, new Certificates so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Certificate a new Certificate or Certificates shall be exchanged at the office of the Trustee without cost to each Owner for its Certificate or Certificates then Outstanding upon surrender of such Outstanding Certificates. Section 6.04. Amendment by Mutual Consent. The provisions of this article shall not prevent any Owner from accepting any amendment as to the particular Certificates held by him, provided that due notation thereof is made on such Certificates. Section 6.05. Information to Ratine Aaency. The Authority shall provide any Rating Agency rating the Certificates a copy of each amendment to the Trust Agreement or to the Agreement promptly following the execution or adoption of such amendment. OHSUSA.7501257342 35 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 7.01. Events' of Default. If any default in the payment of 2012 Installment Sale Payments or any other "Event of Default" defined in an Agreement shall occur and be continuing, or if any default shall be made by the Local Agency in the performance or observance of any other of the covenants, agreements or conditions on its part herein contained and such default shall have continued for a period of thirty (30) days after written notice thereof shall have been given to the Local Agency by the Trustee or the Owners of not less than a majority in aggregate principal amount evidenced and represented by the Certificates at the time Outstanding, then such default shall constitute an "Event of Default" hereunder, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount evidenced and represented by the Certificates at the time Outstanding shall be entitled, upon notice in writing to the Local Agency, but subject to the provisions of Section 7 06, to exercise the remedies provided under the Agreement then in default which are necessary or desirable to collect such Local Agency's 2012 Installment Sale Payments. No grace period shall be permitted for payment defaults. The Owners of Certificates, for purposes of the Trust Agreement and the Agreement of each Local Agency, to the extent of their interest, shall be entitled to all rights and security of the Authority pursuant to each Agreement and the Trust Agreement. Each Local Agency recognizes the rights of the Owners of the Certificates, acting directly or through the Trustee, to enforce the obligations and covenants contained in the Agreements and the Trust Agreement; provided that in no event shall an Local Agency be liable for any obligations, covenants or damages except those which arise out of the Agreements, and, in particular, no Local Agency shall be liable for any obligations, liabilities, acts or omissions of any other Local Agency. Section 7.02. Application of Funds Upon Acceleration of Agreement. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article VIII shall be deposited into a segregated payment account of the Revenue Fund relating to each, if any, defaulting Local Agency's Agreement and be applied by the Trustee in the following order; provided that the Trustee shall obtain and follow the instructions contained in an Opinion of Counsel and rebate or set aside for rebate from the specified funds held hereunder, any amount pursuant to such instructions required to be paid to the United States of America under the Code: First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; and Second, to the payment of the principal and interest payable with respect to the Certificates, in connection with a mandatory prepayment of Certificates pursuant to Section 2.03(b) hereof and the delivery of a Cash Flow Report. OHSUSA.750125734.2 36 Section 7.03. Other Remedies of the Trustee. The Trustee shall have the right (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights hereunder against any Local Agency or any supervisor, council member, board member, trustee, member, officer or employee thereof, and to compel such Local Agency or any such supervisor, council member, board member, trustee, member, officer or employee thereof to observe or perform its or his or her duties under applicable law and the agreements, conditions, covenants and terms contained herein, or in the applicable Agreement, required to be observed or performed by it or him or her; (b) by suit in equity to enjoin any acts or things which are unlawful or-violate the rights of the Trustee or the Owners; or (c) by suit in equity upon the happening of any default hereunder to require any Local Agency and any supervisor, council member, board member, trustee, member, officer and employee to account as the trustee of any express trust. Section 7.04. Non - Waiver. A waiver by the Trustee of any default hereunder or breach of any obligation hereunder shall not affect any subsequent default hereunder or any subsequent breach of an obligation hereunder or impair any rights or remedies on any such subsequent default hereunder or on any such subsequent breach of an obligation hereunder No delay or omission by the Trustee to exercise any right or remedy accruing upon any default hereunder shall impair any such right or remedy or shall be construed to be a waiver of any such default hereunder or an acquiescence therein, and every right or remedy conferred upon the Trustee by applicable law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or the Local Agencies, the Trustee and the Local Agencies shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. Section 7.05. Actions by Trustee as Attorney -in -Fact. Any action, proceeding or suit which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by.the Trustee for the equal benefit and protection of all Owners, whether or not the Trustee is a Owner, and the Trustee is hereby appointed (and the successive Owners, by taking and holding the Certificates executed and delivered hereunder, shall be conclusively deemed to have so appointed it) the true and lawful attomey -in -fact of the Owners for the purpose of bringing any such action, proceeding or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Owners as a class or classes as may be advisable or necessary in the opinion of the Trustee as such attorney -in -fact. Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law If any remedial OHSUSA.750125734.2 37 action hereunder is discontinued or abandoned, the Trustee and the Owners shall be restored to their former positions. Section 7.07. Limitation on Owners' Right to Sue. No Owner of any Certificate executed and delivered hereunder shall have the right to institute any suit, action or proceeding at law or equity, for any remedy under or upon this Trust Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an event of default as defined in Section 7.01 hereunder; (b) the Owners of at least a majority in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such request and consent shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, consent, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any owner of Certificates of any remedy hereunder; it being understood and intended that no one or more owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of the Trust Agreement shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. Section 7.08. Limited Liability of the Local Agencies. Except as expressly provided in the Agreements, the Local Agencies shall not have any obligation or liability to the Authority, the Trustee or the Owners, with respect to the Trust Agreement or the preparation, execution, delivery, transfer, exchange or cancellation of the Certificates or the receipt, deposit or disbursement of the principal and interest payable with respect to the Agreements by the Trustee, or with respect to the performance by the Trustee of any obligation contained herein required to be performed by it. Notwithstanding anything to the contrary herein or in any Agreement, no Local Agency, shall incur any obligation on account of any default, action or omission of any other Local Agency Section 7.09. Limited Liability of the Authority. Except as expressly provided herein; the Authority shall not have any obligation or liability to the Trustee or the Owners, with respect to the payment when due of the 2012 Installment Sale Payments by the Local Agencies, or with respect to the observance or performance by the Local Agencies of the other agreements, conditions, covenants and terms contained in the Agreements, or with respect to the performance by the Trustee of any obligation contained herein required to be performed by it. Notwithstanding anything to the contrary contained in the Certificates, the Trust Agreement or any other document related thereto, the Authority shall not have any liability hereunder or by reason hereof or in connection with any of the transactions contemplated hereby except to the OHSUSA.750125734.2 38 extent payable from moneys received from or with respect to the Agreements and available thereof in accordance with the Trust Agreement. OHSUSA.750125734.2 39 ARTICLE VIII DEFEASANCE Section 8.01. Discharee of Certificates. (a) If the Local Agencies shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest, principal and prepayment premiums, if any, evidenced and represented thereby at the times and in the manner stipulated herein and therein, then the Owners of such Certificates shall cease to be entitled to the pledge of and charge and lien upon the Revenues as provided herein, and all agreements, covenants and other obligations of the Authority and the Local Agencies to the Owners of such Certificates hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction and the Trustee shall pay over or deliver to the Authority all money or securities held by it pursuant hereto which are not required for the payment of the interest and principal and prepayment premiums, if any, evidenced and represented by such Certificates. (b) Any Outstanding Certificates shall prior to the maturity date or prepayment date thereof be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (1) in case any of such Certificates are to be prepaid on any date prior to their respective Certificate Payment Dates, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in accordance with Section 2.03, (2) there shall have been deposited with the Trustee either (A) money in an amount which shall be sufficient or (B) Defeasance Obligations, in each case the interest on and principal of which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Independent Certified Public Accountant, to pay when due the interest to become due with respect to such Certificates on and prior to the Certificate Payment Date or prepayment date thereof, as the case may be, and the principal and prepayment premiums, if any, evidenced and represented by such Certificates, and (2) in the event such Certificates are not by their terms subject to prepayment within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the Owners of such Certificates that the deposit required by clause (2) above has been made with the Trustee and that such Certificates are deemed to have been paid in accordance with this section and stating the Certificate Payment Date or prepayment date upon which money is to be available for the payment of the principal and prepayment premiums, if any, with respect to such Certificates. In addition, the Authority shall cause to be delivered (i) a report of an Independent Certified Public Account verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or prepayment date ( "Verification'), (ii) an Escrow Deposit Agreement, (iii) an opinion of nationally recognized bond counsel to the effect that the Certificates are no longer "Outstanding" under the Trust Agreement, and (iv) a certificate of discharge of the Trustee with respect to the Certificates; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Authority and the Trustee. Certificates shall be deemed "Outstanding" under the Trust Agreement unless and until they are in fact paid and retired or the above criteria are met. OHSUSA.750125734.2 40 Section 8.02. Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Certificates which remains unclaimed for two (2) years after the date when such Certificates have become due and payable, either at their stated Certificate Payment Dates or by call for prepayment prior to such dates, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Certificates have become due and payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall not look to the Trustee for the payment of such Certificates. Any moneys held by the Trustee in trust for the payment and discharge of any Certificates shall not bear interest or be otherwise invested from and after such Certificate Payment Date or prepayment date. OHSUSA.750125734.2 41 ARTICLE IX [RESERVED) OHSUSA:750125734.2 42 U ARTICLE X MISCELLANEOUS Section 10.01. Liability of Authority Limited to Revenues. The Certificates are limited obligations of the Authority and are payable, as to interest, principal and any premiums upon the prepayment of any thereof, solely from the Revenues as provided herein, and the Authority is not obligated to pay them except from the Revenues. All the Certificates are equally secured by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest, principal and prepayment premiums, if any, with respect to the Certificates as provided herein. The Certificates are not a debt of the Authority, the Local Agencies, the State of California or any of its political subdivisions, and neither the Authority, the Local Agencies, said State nor any of its political subdivisions is liable thereon, nor in any event shall the Certificates be payable out of any funds or properties other than those of the Authority as provided herein. The Certificates do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction. Section 10.02. Benefits of the Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Local Agencies, the Authority, the Trustee and the Owners any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Local Agencies or the Authority shall be for the sole and exclusive benefit of the Trustee, the Authority and the Owners. Section 10.03. Successor Is Deemed Included In All References To Predecessor. Whenever either the Local Agencies, the Authority, or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Local Agencies, the Authority or the Trustee or such officer, and all agreements, conditions, covenants and terns contained herein required to be observed or performed by or on behalf of the Local Agencies, the Authority or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. Section 10.04. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer The ownership of any Certificates and the amount, maturity, number and date of holding the same may be proved by the registration books relating to the Certificates at the office of the Trustee. OHSUSA.750125734.2 43 Any declaration, request or other instrument or writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done by the Local Agencies, the Authority or the Trustee in good faith and in accordance therewith. Section 10.05. Waiver of Personal Liability; No Liability of Authority. Members. No member, officer or employee of the Authority or any Local Agencies shall be individually or personally liable for the payment of the interest, principal or prepayment premiums, if any, with respect to the Certificates by reason of their execution and delivery, but nothing herein contained, shall relieve any such member, officer or employee from the performance of any official duty provided by any applicable provisions of law, the Agreements or hereby Notwithstanding anything to the contrary herein or in any other document, no entity that is a program participant of the Authority, its supervisors, councilmembers, trustees, officers, directors, employees, and agents, shall have any liability of any kind hereunder or by reason of or in connection with any of the transactions contemplated hereby, other than with respect to a program participant of the Authority in its capacity as a Local Agency hereunder. Section 10.06. Acquisition of Certificates by Authority. All Certificates acquired by the Authority, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. Section 10.07. Destruction of Canceled Certificates. Whenever provision is made herein for the cancellation of any Certificates, the Trustee shall destroy such Certificates and furnish to the Authority a certificate of such destruction. Section 10.08. Content of Certificates; Post - Issuance Legal Opinions. Every Certificate of the Authority or any Local Agency with respect to compliance with any agreement, condition, covenant or term contained herein shall include: (a) a statement that the person or persons executing such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;, (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not the Local Agency or the Authority has complied with such agreement, condition, covenant or term; and (d) a statement as to whether, in the opinion of the signers, the Local Agency or the Authority has complied with such agreement, condition, covenant or term. Any Certificate of the Authority or any Local Agency may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person or persons executing such certificate know that the Opinion of Counsel with respect to the matters upon which his or their certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters and information with respect to which is in the possession of the Local Agency or the Authority, upon a representation by an officer or officers of the Local Agency or the Authority unless the counsel executing such Opinion of Counsel knows that the OHSUSA.750125734.2 44 representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Section 10.09. Publication for Successive Weeks. Any publication required to be made hereunder for successive weeks in a Financial Newspaper may be made in each instance upon any Business Day of the first week and need not be made on the same Business Day of any succeeding week or in the same Financial Newspaper for any subsequent publication, but may be made on different Business Days or in different Financial Newspapers, as the case may be. Section 10.10. Accounts and Funds; Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such accounts and funds shall at all times be maintained in accordance with the Tax Certificates and sound accounting practice and with due regard for the protection of the security of the Certificates and the rights of the Owners. Any action required to occur hereunder on a day which is not a Business Day shall be required to occur on the next succeeding Business Day Section 10.11. Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to "Articles," "Sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith," "hereunder" and other words of similar import refer to the Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof. Section 10.12. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Local Agencies, the Authority or the Trustee shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under the Act or any other applicable provisions of law The Local Agencies, the Authority and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 10.13. Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Local Agencies, the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. OHSUSA.750125734.2 45 Section 10.14. Notices. Except as otherwise provided herein, for the purposes hereof, any notice, consent, request, requisition, direction, certificate or demand or other communication may be served or presented, and such notice or demand may be made and shall be deemed to have been sufficiently given or served for all purposes by being deposited, first -class postage prepaid, in a post office letter box, addressed, as the case may be, to the parties as follows: If to the Authority California Statewide Communities Development Authority 2033 North Main Street, Suite 700 Walnut Creek, California 94596 Attention: Secretary If to the Trustee: Wells Fargo Bank, National Association 707 Wilshire Boulevard, 17th Floor Los Angeles, California 90017 Attention. Corporate Trust Department If to the Local Agencies: To the individual addressees as set forth in Exhibit A to the Purchase Agreement If to the Purchaser- E. J De La Rosa & Co., Inc. 10866 Wilshire Blvd., Suite 1650 Los Angeles, California 90024 Attention: John Kim Any such communication may also be sent by telecopy at the telecopy numbers given above. Any party may change its address by notice to each other party OHSUSA.750I25734.2 46 IN WITNESS WHEREOF, the Authority and the Local Agencies named in Schedule I hereto have caused this Trust Agreement to be signed in their respective names by such person as has been designated by their respective governing boards, and the Trustee, to evidence its acceptance of the trust hereby created, has caused the Trust Agreement to be signed in the name of the Trustee by an authorized officer of the Trustee, all as of the day and year first -above written. ATTEST OHSUSA.750125734 2 City Clerk CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY C Authorized Signatory WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Authorized Signatory CITY OF BARSTOW CITY OF CHICO M City Manager City Manager CITY OF LYNWOOD M_ 47 Mayor EXHIBIT A FORM OF CERTIFICATE No. $ CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT. SALE) CERTIFICATE OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) Interest Rate Certificate Payment Date June 1, REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: Dated as of CUSIP No. 2012 THIS IS TO CERTIFY that the registered owner named above, as.the registered 'owner of this California Communities Transportation Revenue (Installment Sale) Certificate of Participation, Series 2012C (T.RLP — Total Road Improvement Program) (the "Certificates "), is the owner of a proportionate undivided interest in the rights to receive certain 2012 Installment Sale Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under and pursuant to certain Installment Sale Agreements (the `Agreements ") by and between various Local Agencies named therein (the "Local Agencies "), each a duly organized and existing political subdivision of the State of California, and the California Statewide Communities' Development Authority (the "Authority "), a joint powers authority duly organized and existing under and by virtue of the law's of the State of California, all of which rights to receive such 2012 , Installment Sale Payments having been assigned without recourse by the Authority to Wells Fargo Bank, National Association, as trustee (the "Trustee "), a trust company duly organized and existing under and by virtue of the laws of the United States and having a Principal Corporate Trust Office in Los Angeles, California. The registered owner of this Certificate is entitled to receive, subject to the terms of the Agreements on the certificate payment date set forth above (the "Certificate Payment. Date "), upon surrender of this Certificate on the Certificate Payment Date at the Principal_ Corporate Trust Office of the Trustee, the principal sum specified above representing the registered owner's fractional undivided share of the 2012 Installment Sale Payments designated, as principal components coming due on the Certificate Payment Date, and on each'June'l` and' December 1, commencing _ 1, 20_ (each an "Interest Payment Date "). The Certificates shall evidence and represent interest from the Interest Payment Date next preceding the date of registration thereof, unless such date of registration is an Interest Payment Date, in which event they shall evidence and represent interest from such date, or unless such date of registration is OHSUSA 750125734.2 A -1 prior to the first Interest Payment Date, in which event they shall evidence and represent interest from , 2012; provided, however, that if at the time of registration of any Certificate interest is then in default on the Outstanding Certificates, such Certificate shall evidence and represent interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding Certificates. Payment of interest evidenced and represented by the Certificates due on or before the maturity or prior prepayment thereof shall be made to the person whose name appears in the Certificates registration records maintained by the Trustee pursuant to the Trust Agreement as the registered owner thereof as of the close of business on the Record Date preceding each Interest Payment Date, whether or not such day is a Business Day, such interest to be paid by check mailed on such Interest Payment Date (or the next Business Day if such Interest Payment Date is not a Business Day) to such registered owner at the address as it appears in such books or at such other address as may have been filed with the Trustee for that purpose. The Owner of $1,000,000 or more in aggregate principal amount evidenced by the Certificates may request in writing that the Trustee pay the interest evidenced by such Certificates by wire transfer and the Trustee shall comply with such request for all Interest Payment Dates following the fifteenth (15th) day after receipt of such request until such request is rescinded. All such amounts are payable in lawful money of the United States of America. This Certificate is one of the duly authorized Certificates of the series set forth above, which have been executed by the Trustee pursuant to the terms of a Trust Agreement (together with any supplements or amendments thereto, the "Trust Agreement ") by and between the Trustee, the Local Agencies and the Authority, dated as of 1, 2012. Copies of the Trust Agreement are on file at the Principal Corporate Trust Office of the Trustee, and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms securing 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 agreements, conditions, covenants and terms upon which the Certificates are executed and delivered thereunder, to which agreements, conditions, covenants and terms the owner hereof, by acceptance hereof, hereby consents. To the extent and in the manner permitted by the terms of the Trust Agreement and the Agreements, the provisions of the Trust Agreement may be amended or supplemented by the parties thereto. This Certificate is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement, and upon surrender of this Certificate for cancellation accompanied by delivery of a duly executed written instrument of transfer in the form appearing hereon. Upon such transfer, a new Certificate or Certificates of the same series and Certificate Payment Date representing the same principal amount will be executed and delivered to the transferee in exchange herefor. The Certificates are exchangeable at the Principal Corporate Trust Office of the Trustee for a like aggregate principal amount of Certificates of authorized denominations of the same series and Certificate Payment Date, in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement. OHSUSA 750125734.2 A -2 e The Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by this Certificate shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability represented by this Certificate to the extent of.the sum or sums so paid. The Certificates are authorized to be executed and delivered in the form, of fully registered Certificates in denominations of five thousand dollars ($5,000) each or any integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The Certificates are subject to optional and mandatory prepayment prior to their respective Certificate Payment Dates, as provided in the Trust Agreement. The Certificates each evidence and represent a fractional undivided interest in the 2012 Installment Sale Payments in an amount equal to the aggregate principal amount of Certificates originally executed and delivered by the Trustee pursuant to the Trust Agreement and enjoy the benefits of a security interest in the moneys held in the funds established pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein. The obligations of the Local Agencies to make the 2012 Installment Sale Payments are special obligations of the Local Agencies payable from [(i)] Gas Tax Revenues received by it shall be deposited when and as received in the Local Agency's Gas Tax Account [and (ii) all Measure [I/R] Receipts received by it shall be deposited when and as received in the Measure [UR] Receipts Account], and do not constitute debts of the Local Agencies or of the State of California or of any,political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The Trustee has no obligation or liability to the Certificate owners for the payment of the interest or principal represented by the Certificates, but rather the Trustee's sole obligations are to administer, for the benefit of the Local Agencies and the Authority and the Certificate owners, the various funds established under the Trust Agreement and the Agreements. The Authority has no obligation or liability whatsoever to the Certificate owners. The Owner hereby has a proportionate undivided ownership interest in the 2012 Installment Sale Payments payable pursuant to the Agreements, as set forth in Schedule I to the Trust Agreement. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ( "DTC "), to Trustee or its agent for the registration of transfer, exchange, or payment, and any certificate executed and delivered is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS- WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein OHSUSA.750125734.2 A -3 The Authority has certified to the Trustee that all acts, conditions and things required by the statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Trustee is duly authorized to execute and deliver this Certificate. This is to further certify that the amount of this Certificate, together with all other Certificates executed and delivered under the Trust Agreement, is not in excess of the amount of Certificates authorized to be executed and delivered thereunder IN WITNESS WHEREOF, this Certificate has been dated as of the date set forth above and has been executed by the manual signature of an authorized signatory of the Trustee. Date of Execution. 12012 OHSUSA.750125734.2 A -4 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Authorized Signatory 0 [FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto whose address is and whose social security or Taxpayer Identification No. is the within Certificate and do(es) hereby irrevocably constitute and appoint attorney to transfer such Certificate on the Certificate register of the Trustee, with full power of substitution in the premises. Dated. Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature must be guaranteed by an eligible guarantor institution. OHSUSA.750125734.2 A -5 1 10 4. EXHIBIT B FORM REQUISITION FROM PROCEEDS SUBACCOUNT OF THE ACQUISITION FUND To. Wells Fargo Bank, National Association, as Trustee From. City of [Barstow /Chico /Lynwood] Dated Date: Re: California Communities T.R.I.P — Total Road Improvement Program (the "Program ") Series 2012C Requisition No. The undersigned, on behalf of the City of [Barstow /Chico /Lynwood] (the "Local Agency "), acting as agent of the Authority pursuant to the Agreement, hereby requests payment, from the Proceeds Subaccount established for the Local Agency pursuant to the Program, the amount of $ [by wire /check /ACH (circle one)] for purposes for which the Local Agency is authorized to expend moneys. If the payment is by wire or ACH, please fill in the following information. Name, Address and Phone Number of Bank: Account No. The undersigned hereby certifies as follows: The amount requisitioned hereby is for a Project Cost incurred in connection with its Project, is properly chargeable to the Proceeds Subaccount and has not been the subject of any previous requisition. The name and address of the person or persons to whom said amounts are to be disbursed and the amounts to be disbursed are as follows: OHSUSA:750125734 2 C 2. As of the date hereof, no event has occurred and is continuing which constitutes an Event of Default under the Agreement would constitute an Event of Default but for the requirement that notice be given, or time elapse, or both. 3 The information contained herein is true and correct as of the date of this Requisition. 4 Capitalized terms will herein have the meanings assigned to such terms in the Trust Agreement, dated as of 1, 2012, among the California Statewide Communities Development Authority, Wells Fargo Bank, National Association and the Local Agencies named therein. Authorized Local Agency Representative OHSUSA,750125734.2 B -2 n, SCHEDULE PARTICIPATING LOCAL AGENCY Local Agency City of Barstow City of Chico City of Lynwood OHSUSA.750 12 5 73 4.2 Total Principal Amount S -I -1 Principal Amount SCHEDULEII INITIAL DEPOSIT TO PROCEEDS SUBACCOUNT ATTRIBUTABLE TO EACH LOCAL AGENCY Local Agency City of Barstow City of Chico City of Lynwood Total Proceeds OHSUSA.750125734.2 S_I1_1 Amount Deposited in the Proceeds Subaccount y: q L,r DRAM DA ED IIJ -La -IL PRELIMINARY OFFICIAL STATEMENT DATED 2012 5 NEW ISSUE - BOOK -ENTRY ONLY INSURED RATING. Standard & Poor's: " " UNDERLYING RATING: Standard & Poor's. ` " 4 = s,d''j (See "RATINGS,") ao w U In the opinton of Orrick, Herrington & Sutcl fe LLP Special Cmmsel to die Local Agencies, based upon an ana /}•sus ofexisting laws, regulations, mhlags, °y and sinst dec ... ons, and assuming among other matters, the accuracy of certain representations and compliance with certain covenants, the ism.1 on the N c n Installment Sate Pavmenis prod by the Local Agency hinder tie 1012 Installment Sale Agreement and received by the owners orthe Certyicates is excludedJrom gross in j, r= income for federal income lax parposes under Section 103 oJ'Jhe Internal Revenue Cade of 1980 and a exempt from State of California personal income taxes. In the n' j fcrther.opinion of Special Counsel, such interest 11 not a specific preference item for parposes of the federal individual or corporate alternative minimum !axes, a o although Special Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable .come M y Special Counsel expresses no opinion regarding am, other nix consequences related to the ownership or disposition of, or Uhe accnnal or rernpt of the interest oft the in O o b Installment Sale Payments Sue'TAXALATTE&Y." d m at i $]PRINCIPAL AMOUNT1' -O, r, CALIFORNIA COMMUNITIES an =:r TRANSPORTATION REVENUE (INSTALLMENT SALE) E ' CERTIFICATES OF PARTICIPATION, SERIES 2012C `a 0 H m (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) rot $ o Evidencing Proportionate and Undivided Interest of the Owners Thereof m in Installment Sale Payments to be Made by m ' Participating Local Agencies C O C m ° Pursuant to Certain 2012 Installment Sale Agreements mto ,c Dated: Date of Delivery Due: June 1, as shown on inside cover m m THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY IT IS NOT A SUMMARY OF THE CT CERTIFICATES INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL 10 THE MAKING OF AN biro INFORMED INVESTMENT DECISION. N G o The California Communities "Transportation Revenue (Installment Sale) Certificates of Participation, Series 20120 FER I P - Total Road Improvement o La Program) (the "Certificates"), are being executed and delivered in the aggregate principal amount of $[PRINCIPAL AMOUN "1]* by Wells Fargo Bank, National I.- m Association, as trustee (the'"Inutee "), pursuant to the provisions of a'1'mst Agrecriant, dated as of [MONTH] L 2012 (the "Trust Agreement -L by and among the O1 California Statewide Communities Development Authority the 'Authority'), tenches named therein (each, a 'Local Agency" and, E m p y( y'), the Trustee, and the local agencies N ?1 o collectively, the 'Local Agencies ") Capitalized terms used on this cover page and not otherwise defined shall have the meanings ascribed to them elsewhere in this E in " Official Statement. See in particular "APPENDIX A - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - Definitions The proceeds from the sale of the Certificates will be used to if finance the design, acquisition, and construction of certain local roadway improveirents E 5 and street resurfacing projects within the jurisdiction of each Local Agency, as applicable (each, a "Project' and, collectively, the "Projects'), (u) fund a reserve subaccount for each Local Agency within the reserve fund for the Certificates, and (Lit) pay the costs incurred in connection with the execution, sale, and delivery of oZ— the Certificates The Project will be sold by the Authority to the applicable Local Aloney pursuant to a 2012 Installment Sale Agreement, each dated as of c g o [MOMITI] 1, 2012 (each, an °2012 Installment Sale Agreement" and, collectively, the "2012 Installment Sale Agreements'), by and between the Authority and the nE a Local Agency See "ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS," `THE LOCAL AGENCIES AND THE PROJECTS," and E —y m "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES - Reserve Fund" a o Each Local Agency is required under its 2012 Installment Sale Agreement to make installment sale payments (collectively, the 'Installment Sale $ a 3 Payments ") to the Authority, which Installment Sale Payments are payable from (1) for all Local Agencies, a first Then on all Gas Tax Revenues (as defined herein), Lit N generally consisting of certain amounts received by the applicable Local Agency from taxes imposed on the sale of motor vehicle fuels, and (2) for the City of N N" Barstow, a first hen on all Measure I Receipts (as defined herein), generally comishng ofccrtam amounts received by the City of Barstow from a 0 5 °.o sales and use inin o tan that will be collected in the County of San Bernardino, California, for a thirty -year period ending on March 31, 2040, to the extent the applicable Project in CE o constitutes a Measure I Project (as defined hereon, in an amount not greater than the Installment Sale Payments related to such Measure I Project- and (3) for the City N e m of Lynwood, a first Then on all Measure R Receipts (as defined herein), generally consisting of certain amounts received by the City of Lynwood from a 0 5 %b sales and w—2 tax that will be collected in the County of Los Angeles, California, for a tlurty -year period ending on June 30, 2039, to die extent the applicable Project constitutes `m a Measure R Project (as defined herein), in an amount not greater than the Installment Sale Payments related to such Measure R Project Installment Sale Payments a ` i am scheduled in an amount sufficient to pav, when due, the annual principal and interest with respect to the Certificates See 'SECURITY AND SOURCE OF c o PAYMENT FOR THE CERTIFICATES," "GAS TAX REVENUES, "MEASURE I REVENUES, MEASURE I RECEIPTS," 'MEASURE R REVENUES, ra c o MEASURE R RECEIPTS" and "RISK FACTORS " The Gas 'Tax Revenues and, as applicable, the Measure I Receipts or the Measure R Receipts, are the sole sources of payment of the Installment Sale Payments Nether the general fund ofany Local Agency nor any other moneys of any Local Agency are available to pay in or secure the Installment Sale Payments or the Certificates The obligation of each Local Agency to pay its Installment Sale Payments is not subject to eo t abatement. ca m :E The Certificates will be executed and delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & € € 3 'Cc as nominee of The Depository Trust Company, New York, New York ("D CC ") D'I'C will act as securities depwdory for the Certificates Individual purchases „O ` c of Certificates may be made in bunk -entry form only, in the principal amount of $5,000 or integral multiples thereof for each maturity Purchasers will not receive at m c o certificates representing their interest in the Certificates purchased See "THE CERTIFICATES - Bcok -Entry Only System, $ I .,�o Payments of pnnmpal and interest with inspect to the Certificates will be made by the Trustee to DTC, which will in mm remit such principal and interest a o to its participants for subsequent dispersal to beneficial owners of the Certificates as described herein Interest with respect to the Certificates is payable semiannually to t!l each June I and December 1, commencing [CONFIRM:] [December 1, 2012,] until the maturity or the earlier prepayment thereof Pnnchpal with respect to each e 2 T Certificate will be paid on each June L commencing [CONFIRM:] [June 1, 2013,] upon surrender at such Certificate at the principal corporate office of the'1'msam Eye upon maturity or the earlier prepayment thereof The Certificates are subject to optional, mandatory, and mandatary sinking fund prepayment prior to their stated principal payment dates as to to described herein, E [CONFIRM GLOBALLY':] [The scheduled payment of principal and interest with respect to the Certficates when due will be guaranteed under an 8 nnsumme policy to be issued concurrently with the delivery Lithe Certificates by ] to _ rn to [CERTIFICATE INSURER LOGO] in e, u in THE OBLIGATION OF EACH LOCAL AGENCY TO MAKE INSTALLMENT SALE PAYMEN'T'S UNDER [IS 2012 INSTALLMENT SALE E Q's AGREEMENT IS A SPECIAL OBLIGATION OF SUCH LOCAL AGENCY PAYABLE SOLELY FROM GAS TAX REVENUES ANDIOR, AS APPLICABLE, d N m MEASURE I RECEIPTS OR MEASURE R RECEIPTS, AND DOES NOT CONSTITUTE A DEBT OF SUCH LOCAL AGENCY ANY OTHER LOCAL d $ in AGENCY THE AUTHORITY THE STATE OF CALIFORNIA (THE "STATE "), OR ANY POLITICAL. SUBDIVISION OF THE STATE WITHIN THE to 0 M E c MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION H a in FOR WHICH THE LOCAL AGENCY ANY OTHER LOCAL AGENCY THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE, IS OBIAGA'TED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE LOCAL AGENCY ANY OTHER LOCAL AGENCY THE SI'AT E, OR ANY POLI "1 ICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF I AXATION THE AUTHORITY HAS NO TAXING POWER (See Maturity Schedule on Inside Cover] The Certificates are offered when, as, and if executed and delivered to and reccreed by the Underwater subject to the approval of legality by Orrick Herrington & .S'utchffe LLP Los Angeles, California, Spec./ Counsel to the Local Agencies Certain legal matters will be passed upon for the Aulhorav by Orrick Herrington & Sutcliffe LLP Los Angeles. California, for the City of Barstow by Teresa L Highsmith, C'olnotaoao & Lei.. Los Angeles, Cnloorma, for the City of Chico by California. /or the Car ofLjnwooc!by Afeshure & COsider, LLP Irvine California, and jot the Underwriter by Goodwin Procter Preliminary; subject to change. D D n m Z A LLP Los Angeles, California, as Underwriter s Counsel. It is anticipated that the Certificates in book -entry form will be avadab /e far delivery to DTC in New York, New York, on or about 2012 N® i DE La Rosa & Co. Le1 N V! s'. E N t B P N R E R 3 Oatd 2012. A LIBD/2525166 3 MATURITY SCHEDULE Maturity Maturity Date Principal Interest Date Principal Interest Junel Amount Rate Yield' Price CUSIP'�No. Junel Amount Rate Yield Price CUSIP")No. $ _ % Term Certificates due June 1, 20 Yield: %; Price: % ; CUSIP(" No. $ _ %Term Certificates due June 1, 20 Yield: %; Price: —% CUSIP i "No. (1) Copyright 2012, American Bankers Association. CUSIP data are provided by Standard & Poor s CUSIP Service Bureau, a division of The McGraw -Hill Companies, Inc. ( "CUSIP Service Bureau') Such CUSIP data are provided only for the convenience of the reader and are not intended to create a database and do not serve in any way as a substitute for the services and information provided by the CUSIP Service Bureau. CUSIP is a registered trademark of the American Bankers Association. Neither the Authority nor the Isical Agencies take any responsibility for the accuracy of any CUSIP data set forth herein or for any changes or errors in such data. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY PARTICIPATING LOCAL AGENCIES City of Barstow, California City of Chico, California [CITY OF BARSTOW TO CONFIRM:) [CITY OF CHICO'TO CONFIRM:] Joe Gomez, Mayor Julie Hackbarth- McIntyre, Mavor Pro Tem Willie Hailey Sr., Council Member Tim Saenz, Council Member Timothy Silva, Council Member Curt Mitchell, City Manager Cindy Prothro, Director offinance Teresa L. Highsmith, Colantuono & Levin, City Attorney Ann Schwab, Mayor Jim Walker, Vice Mayor Bob Evans, Council Member Mary Goloff, Council Member Andy Holcombe, Council Member Mark Sorensen, Council Member David Burklatid, City Manager Jennifer Hennessy, Finance Director Lori J Barker, City Attorney Cityof Lynwood, California Jim Morton, Mayor, Sal Alatorre, Mayor Pro Tem Aide Castro, Council Member Maria Teresa Santillan -Beas, Councilmember, Ramon Rodriguez, Councilmember Roger L. Haley, City Manager Robert Torrez, Assistant City Manager Aleshire & Wynder, LLP, City Attorney Financial Advisor Montague DeRose and Associates, LLC Westlake Village, California PROFESSIONAL SERVICES Special Counsel Orrick, Herrington & Sutcliffe LLP Los Angeles, California Underwriter's Counsel Goodwin Procter LLP Los Angeles, California Trustee Wells Fargo Bank, National Association Los Angeles, California Financial Advisor Urban Futures Inc. Orange, California No dealer, broker, salesperson, or other person has been authorized by any Local Agency, the Authority, or E. J De La Rosa & Co., Inc. (the "Underwriter "), to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Certificates, nor shall there be any sale of the Certificates, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. This Official Statement is not to be construed to be a contract with the purchasers of the Certificates. Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly described as such herein, are intended solely as such and are not to be construed as representations of fact. The information set forth in this Official Statement has been obtained from each Local Agency, the Authority, and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness and it is not to be construed as a representation by any such Local Agency or the Authority The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that' there has been no change in the affairs of any Local Agency or the Authority since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT THE CERTIFICATES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. [ADD CERTIFICATE INSURER'S STATEMENT ] TABLE OF CONTENTS INTRODUCTION Description of the Certificates Authorization Judicial Validations. Use of Certificate Proceeds. Payment of Principal and Interest Prepayment of Certificates. Security and Sources of Payment for the Certificates. Special, Limited Obligation of the Local Agencies Continuing Disclosure Forward- Looking Statements. References Qualified. ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS THE CERTIFICATES. Authorization and Registration of Certificates Judicial Validation of Certificates. Payment of Certificates. Prepayment of Certificates. ... Purchase of Certificates in Lieu of Prepayment. Selection of Certificates for Prepayment Notice of Prepayment; Effect of Notice. Partial Prepayment or Purchase of Certificates. ... Effect of Prepayment ... Book -Entry Only System. ... Debt Service. SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES Installment Sale Payments Pledge of Gas Tax Revenues Pledge of Measure I Receipts. Pledge of Measure R Receipts Pledged Tax Fund Deposit of Other Available Revenues, Additional Contracts Reserve Fund Certificate Insurance Policy THE LOCAL AGENCIES AND.THE PROJECTS Participating Local Agencies The Projects GAS TAX REVENUES Statewide Fuel Consumption Statewide Gas Tax Revenues and Apportionments ... City of Barstow Gas Tax Revenues ... City of Chico Gas Tax Revenues City of Lynwood Gas Tax Revenues MEASURE I REVENUES, MEASURE I RECEIPTS ... 4 'Page 1 2 2 "3 3 3 3 5 6 6 6 II %I 7 7 8 8 10 10 10 11 11 1.1 14 W 15 1'5 16 16 17 ...19' 19 20 21 21 21 ... 21 23 23 ,23 26 28 29 31 Pledge of Measure I Receipts. The Measure I Sales Tax. San Bernardino County Transportation Authority Collection and Allocation of Measure I Revenues Historical Measure 1 Revenues MEASURE R REVENUES; MEASURE R RECEIPTS Pledge of Measure R Receipts The Measure R Sales Tax Los Angeles County Metropolitan Transportation Authority Collection and Allocation of Measure R Revenues Historical Measure R Revenues. MAXIMUM ANNUAL DEBT SERVICE COVERAGE City of Barstow City of Chico City of Lynwood CERTIFICATE INSURANCE POLICY Certificate Insurance Policy The Certificate Insurer RISK FACTORS Installment Sale Payments Constitute Limited Obligations. Passive Revenue Sources Limitations on Use of Measure I Revenues Limitations on Use of Measure R Revenues. Additional Contracts Loss of Tax Exemption. Limitations on Remedies; Bankruptcy Constitutional Limitations on Appropriations Previous Diversion of Gas Tax Revenues. Gasoline Sales Subject to Fluctuation. Measure I Sales Tax. Measure R Sales Tax No Liability of Authority to Owners. Economic, Political, Social, and Environmental Conditions CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS Article XIIIB of the California Constitution — Limitations on Appropriations Articles XIIIC and XIIID of the California Constitution — The Right to Vote on Taxes Future Initiatives THE AUTHORITY TAX MATTERS RATINGS CONTINUING DISCLOSURE UNDERWRITING NO LITIGATION The Authority The Local Agencies ii 31 31 32 32 33 33 33 34 35 35 36 Ril 37 37 37 38 38 38 iii 39 39 40 40 40 40 40 41 41 42 42 42 43 43 43 43 44 46 46 46 48 48 49 49 49 49 N iii ` CERTAIN LEGAL MATTERS 50 MISCELLANEOUS 51 APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS. A -1 APPENDIX B GENERAL INFORMATION REGARDING PARTICIPATING LOCAL AGE_ NCIES — CITY OF BARSTOW B -1 -1 CITY OF CHICO ... B -2' -1 CITY OF LYNWOOD B -3 -1 APPENDIX C PROPOSED FORM OF SPECIAL COUNSEL OPINION e C -1 APPENDIX D FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT D -1 APPENDIX E SPECIMEN MUNICIPAL BOND INSURANCE POLICY E -1 N iii OFFICIAL STATEMENT $]PRINCIPAL AMOUNT]` CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P. — TOTAL ROAD IMPROVEMENT PROGRAM) Evidencing Proportionate and Undivided Interest of the Owners Thereof in Installment Sale Payments to be Made by Participating Local Agencies Pursuant to Certain 2012 Installment Sale Agreements INTRODUCTION This Official Statement, which includes the cover page, inside cover page, Table of Contents, and Appendices (the "Official Statement')„ provides certain information concerning the execution and delivery of the California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.R.I.P — Total Road Improvement Program) (the "Certificates'), in an aggregate principal amount of $[PRINCIPAL AMOUNT]{ Descriptions and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each such document for complete details of all terms and conditions therein. All statements in this Official Statement are qualified in their entirety by reference to the applicable documents. This Introduction is subject in all respects to the more complete information contained elsewhere in this Official Statement, and the offering of the Certificates to potential investors is made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Definitions" Description of the Certificates The Certificates will be dated the date of their initial delivery and will mature on the dates and in the principal amounts set forth on the inside cover page hereof. The Certificates will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, which will act as securities depository for the Certificates. The Certificates evidence proportionate and undivided interests of the registered owners thereof (the "Owners') in installment sale payments (the "Installment Sale Payments') to be made by each Local Agency (as defined herein) to the California Statewide Communities Development Authority (the "Authority'), as the purchase price for certain local roadway improvements and street resurfacing projects throughout the geographic boundaries of each Local Agency (each, a "Project" and, collectively, the "Projects") pursuant certain 2012 Installment Sale Agreements, each dated as of [MONTH] 1, 2012 (each, an "2012 Installment Sale Agreement' and, collectively, the "2012 Installment Sale Agreements "), each by and between the Authority and the applicable Local Agency The Local Agencies consist of the City of Barstow, California (the "City of Barstow "), the City of Chico, California (the "City of Chico "), and the City of Lynwood, California (the "City of Lynwood "). The City of Barstow, the City of Chico, and the City of Lynwood are each defined herein as a "Local Agency" and collectively defined herein as the "Local Agencies." See "THE CERTIFICATES; . "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES," and "THE LOCAL AGENCIES AND THE PROJECTS." Preliminary; subject to change. Authorization The Certificates are being executed and delivered by Wells Fargo Bank, National Association, as trustee (the "Trustee "), pursuant to (i) a Trust Agreement, dated as of [MONTH] 1, 2012 (the "Trust Agreement "), by and among the Authority, the Trustee, and the Local, Agencies, and (ii) a resolution adopted by the Authority on , 2012, and resolutions adopted. by the City of Barstow on 2012, by the City of Chico on , 2012, and by the City of Lynwood on 2012 (collectively, the "Resolutions "). See "THE CERTIFICATES'—' Authorization" and Registration of Certificates" and "APPENDIX A — SUMMARY OF .PRINCIPAL LEGAL DOCUMENTS" Judicial Validations City of Barstow Validation. The City of Barstow filed a complaint in the Superior Court of the State of California for the County of San Bernardino (the "San Bernardino County Superior Court") pursuant to California Government Code Section 53510 et seq and California Code of Civil Procedure Section 860 et seq (collectively,, the "Validation Law ") seeking -to validate certain issues raised by the: proposed execution and delivery of the Certificates. The City-of Barstow filed its complaint on= , 2012. There was no answering party in the action and, on _ , 2012 „the City +of Barstow obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of such• judgmenf could only+ be filed with the .San Bernardino County Superior Court within 30 days after the entry of such judgmenf+ and, since there was no answering party in the action, only issues related to the jurisdiction of.the San Bernardino County Superior Court to enter a judgment in the action may be, raised during such period. [CONFIRM:] [The appeal period expired for such action on 2012.] City of Chico Validation••. The City of Chico filed a complaint in the Superior Court of the State of California for the County of Butte (the "Butte County Superior Court”) pursuant to the Validation Law seeking to validate certain issues raised by the proposed execution and delivery of the Certificates. The City of Chico filed its complaint on 2012. There was no answering party in the action and, on , 2012, the City of Chico obtained a judgment in its favor that enjoins the institution of any+ action or proceeding raising any issue as to which such judgment is binding and conclusive: An appeal of such judgment could only be filed with the Butte County Superior Court within 30'days after the entry of such judgment and, since there was no answering party in the action,•only issues related to the jurisdiction of the Butte County Superior Court to enter a judgment in the action may be raised during such period. [CONFIRM:] [The appeal period expired for such action on , 2012.] City of Lynwood Validation. The City of Lynwood filed a,complaint in the-Superior Cour of the State of California for the County of Los Angeles (the "Los Angeles-County Superior Court") pu'rsuant to` the Validation Law seeking to validate certain issues raised by the proposed execution and.delivery of the Certificates. The City of Lynwood filed its complaint on 2012. There was no answering, party in the action and, on , 2012, the City of Lynwood obtained a judgment in its favor, that - enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of'such judgment could only be filed with the Los Angeles County Superior Court within 30 days after the4entry of such judgment and, since there -was no answering party in they action, only issues related to the jurisdiction of the Los Angeles County Superior Court to entei a judgment in the action may be raised during such period. [CONFIRM:]. [The appeal period expired for• such action on 201'2.] [ADD FOR APPLICABLE VALIDATION ACTIONS.]: [The'appeal•period forsuch action•oril will expire on , 2012. The Authority intends that the Certificates will be priced and sold to the Underwriter prior to the expiration of such appeal period, although the Certificates will not be executed and delivered to investors until after the expiration of such period. If any such appeal is filed in a timely manner, however, the sale of the Certificates to the Underwriter will be rescinded and the delivery of the Certificates to investors will be cancelled, without penalty to the Authority or the Underwriter ] Use of Certificate Proceeds The proceeds from the sale of the Certificates will be used to (i) finance the design, acquisition, and construction of the Projects, (ii) fund a reserve subaccount (each, a "Reserve Subaccount ") for each Local Agency within the reserve fund for the Certificates (the "Reserve Fund "), and (iii) pay the costs incurred in connection with the execution, sale, and delivery of the Certificates. See "ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS," "THE LOCAL AGENCIES AND THE PROJECTS," and "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES — Reserve Fund." Payment of Principal and Interest Interest with respect to the Certificates is payable semiannually on June 1 and December 1, commencing [CONFIRM:] [December 1, 2012] (each, an "Interest Payment Date "), and is payable by check mailed by first class mail on the date such interest is due to the Owner at his address as it appears on the registration books maintained by the Trustee; provided, however, that an Owner of $1,000,000 or more in aggregate principal amount evidenced by the Certificates may request in writing that the Trustee pay the interest evidenced by such Certificates by wire transfer and the Trustee shall comply with such request for all Interest Payment Dates following the 15th day after receipt of such request until such request is rescinded. Principal with respect to each Certificate will be payable on June 1 of each year, commencing [CONFIRM:] [June 1, 2013] (each, a "Certificate Payment Date "), upon surrender of such Certificate at the principal corporate trust office of the Trustee in Los Angeles, California, upon the maturity or earlier prepayment thereof. See "THE CERTIFICATES." Prepayment of Certificates The Certificates are subject to optional, mandatory, and mandatory sinking fund prepayment under certain circumstances as described herein. See "THE CERTIFICATES — Prepayment of Certificates." Security and Sources of Payment for the Certificates Installment Sale Payments. Pursuant to the 2012 Installment Sale Agreements, each Local Agency is required to pay to the Trustee, from (i) for all Local Agencies, a first lien on the applicable Gas Tax Revenues (as defined below), (ii) for the City of Barstow, a first lien on Measure I Receipts (as defined below), and, (iii) for the City of Lynwood, a first lien on Measure R Receipts (as defined below), the Installment Sale Payments attributable to such Local Agency, which Installment Sale Payments, when added to the Installment Sale Payments received from the other Local Agencies, are designed to be sufficient, in both time and amount, to pay, when due, the principal and interest evidenced and represented by the Certificates. Each Local Agency is solely responsible for the payment of the Installment Sale Payments attributable to such Local Agency, and no Local Agency is responsible for the payment of any Installment Sale Payments attributable to any other Local Agency The City of Barstow's 2012 Installment Sale Agreement does not contain any provisions requiring that the City of Barstow apply both Gas Tax Revenues and Measure I Receipts to make its Installment Sale Payments. The City of Lynwood's 2012 Installment Sale Agreement does not contain any provisions requiring that the City of Lynwood apply both Gas, Tax Revenues and Measure R,Receipts to make its Installment Sale Payments. Each such Local Agency may instead determine the amount, if any, of its applicable Gas Tax Revenues and Measure I Receipts or Measure R,Receipts, as, applicable, that it will use to pay each Installment Sale Payment attributable to such Local Agency The term "Gas Tax Revenues" is defined in each 2012 Installment Sale Agreement to mean all amounts received by the applicable Local Agency from the State of California (the "State ") in accordance with Streets and Highways Code Sections 2103, 2104(d), (e), and (f), 2105, 2106, and 2107, 'as such provisions may be amended, and all other revenues (except revenue's received by-the Local Agency in accordance with Streets and Highways Code Section 2107.5), if any, received by the Local Agency from , . taxes imposed on the purchase of motor vehicle fuels and any payments, subventions, or reimbursements received by the Local Agency from the State in lieu of such.revenues. [TO BE REVISED:] The term "Measure I Receipts" is defined in the City of Barstow's 2012,. Installment Sale Agreement to mean Measure I Revenues allocated by the San Bernardino County, . Transportation Authority ( "SBCTA ") to the City of Barstow pursuant to the Measure I Ordinance, to the extent the City of Barstow's Project constitutes a Measure I Project, in an amount not greater than the Installment Sale Payments related to such Measure I Project. The term "Measure I Revenues" is defined in the City of Barstow's 2012 Installment Sale Agreement to mean revenues ofpSBCTA pursuant to the Measure I Ordinance derived from a retail.transactions and use tax (the "MeasureI Sales Tax;') imposed' in the County of San Bernardino, California (the "County of San Bernardino "), [ADD REFERENCE TO PART 1.6 OF DIVISION 2 OF REVENUE AND TAXATION CODE ?:]',pursuant to [CONFIRM:]. [Article 6 of Chapter 4 of] Division 12 (Section 130350 et seg ) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time be amended or supplemented (the. ."County Transportation Commissions Act "), and the Measure I Ordinance. The term "Measure It Ordinance", is,. defined in the City of Barstow's 2012 Installment Sale Agreement to mean Ordinance No. 04 -01, adopted' by SBCTA on June 2, 2004, and approved by at.least two - thirds of electors voting` on such proposition in the 20 election, as supplemented and amended. The term "Measure I'Project" isLdefined in the City of Barstow's 2012 Installment 'Sale Agreement to mean a capital project for which Measure I Receipts may be expended. [CONFIRM:) [The City of Barstow's entire Project constitutes a Measure I Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." Only the portion of Measure I,Revenues allocated by SBCTA to the -City of Barstow,constituting , Measure I Receipts may be applied to pay the Installment Sale Payments attributable, to the City of Barstow [CONFIRM/REVISE:] [In addition, while Measure I Revenues will be collected in the County of San Bernardino for a thirty -year period ending on March 31, 2040', Installment Sale Payments will be payable by the City of Barstow through and including _ , 20_ •Investors should be aware, that no Measure I Revenues will be allocated by SBCTA to the City of Barstow and be available to make the City of Barstow's Installment Sale Payments in fiscal years 20_, 20. and 20= ] See-"RISK FACTORS — Limitations on Use of Measure I Revenues." The term "Measure R Receipts" is defined in the City of Lynwood's'2012 Installment Sale Agreement to mean Measure, R Revenues allocated by the ,Los Angeles. County Metropolitan Authority ( "MTA") to the City of Lynwood pursuant to the Measure R Ordinance from•. the Local Return Subfund (the "Local Return Subfund") established under the Measure R,Ordinance, to the extent the City of Lynwood's Project constitutes a Measure R Project, in an amount not greater than the Installment Sale Payments related to such Measure R Project. The term "Measure R Revenues" is defined in the City of Lynwood's, 2012 Installment Sale Agreement to mean revenues of MTA pursuant; to the Measure R Ordinance derived from a retail transactions and use tax (the "Measure R Sales Tax')' ax' )' imposed in the County of Los Angeles, California. (the "County of Los Angeles"),' pursuant to., [CONFIRM:] the County Transportation Commissions Act and the Measure R, Ordinance. The term' - "Measure R Ordinance" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean Ordinance No. 08 -01, the "Traffic Relief and Rail Expansion Ordinance," adopted by MIA on July 24, 2008, and approved by at least two - thirds of electors voting on such proposition in the November 4, 2008 election, as supplemented and amended. The term "Measure R Project" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean a capital project for which Measure R Receipts may be expended. [CONFIRM:] [The City of Lynwood's entire Project constitutes a Measure R Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." Only the portion of Measure R Revenues allocated by'MTA to the City of Lynwood constituting Measure R Receipts may be applied to pay the Installment Sale Payments attributable to the City of Lynwood. See "RISK FACTORS — Limitations on Use of Measure R Revenues." Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the Authority's rights and remedies under the 2012 Installment Sale Agreements, including, but not limited to, the Authority's security interest in and lien upon the Gas Tax Revenues, Measure I Receipts, and Measure R Receipts. See "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES," "GAS TAX REVENUES," "MEASURE I REVENUES; MEASURE I RECEIPTS," "MEASURE R REVENUES, MEASURE R RECEIPTS," and `APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS." Reserve Fund and Reserve Subaccounts. Pursuant to the Trust Agreement, the Trustee is required to maintain amounts on deposit in the applicable Reserve Subaccount of the Reserve Fund for each Local Agency, which amounts are held by the Trustee and pledged to the payment of principal and interest with respect to the Certificates, in amounts'equal to each such Local Agency's Reserve Fund Requirement (as defined herein) for such Reserve Subaccount. See "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES — Reserve Fund" and "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Trust Agreement." [Certificate Insurance Policy. Concurrently with the execution and delivery of the Certificates, (the "Certificate Insurer ") will issue its Municipal Bond Insurance Policy for the Certificates (the "Certificate Insurance Policy "). The Certificate Insurance Policy guarantees the scheduled payment of principal and interest with respect to the Certificates when due as set forth in the form of the Certificate Insurance Policy included as Appendix E to this Official Statement. See "CERTIFICATE INSURANCE POLICY "] Special, Limited Obligation of the Local Agencies THE OBLIGATION OF EACH LOCAL AGENCY TO MAKE INSTALLMENT SALE PAYMENTS UNDER ITS 2012 INSTALLMENT SALE AGREEMENT IS A SPECIAL OBLIGATION OF SUCH LOCAL AGENCY PAYABLE SOLELY FROM GAS TAX REVENUES AND /OR, AS APPLICABLE, MEASURE I RECEIPTS OR MEASURE R RECEIPTS, AND DOES NOT CONSTITUTE A DEBT OF SUCH LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE AUTHORITY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE LOCAL AGENCY, ANY OTHER LOCAL AGENCY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE AUTHORITY HAS NO TAXING POWER. Continuing Disclosure In connection with the execution and delivery of the Certificates, each Local Agency will covenant in a separate continuing disclosure agreement (each, a "Continuing Disclosure Agreement" and, collectively, the "Continuing Disclosure Agreements "), executed for the benefit.of Owners; to provide, certain financial information and operating data and notices of certain events,- if material. See, "CONTINUING DISCLOSURE" and "APPENDIX D — FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT " Forward - Looking Statements Certain statements included or incorporated by reference in this Official Statement constitute "forward- looking statements" within the meaning of the United State's Private Securities, Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, arid, Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally, identifiable by the terminology used such as "plan ," "intend," "expect," "propose," "estimate," "project, "' "budget," "anticipate," or other similar.words. The achievement of certain results or other expectations contained in such forward - looking statements involves known and unknown risks, uncertainties, a4 other factors that may cause the actual results, performance, or achievements described to be materially different from any future results, performance, or achievements expressed or, implied by such forward- looking statements. No updates or revisions to these forward - looking statements are expected to be issued if or when the expectations, events, conditions, or circumstances on which such statements are, based change. The forward- looking statements in this Official Statemen" are subject •to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward - looking statements. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD - LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. References Qualified The summaries of and references to all documents, statutes, reports, and other instruments referred to in this Official Statement do not purport to be complete, comprehensive, or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report, or instrument. ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS The following table details the estimated sources and uses of Certificate proceeds. Estimated Sources: Principal Amount of Certificates [Less /Plus]: Net Original Issue [Discount/Premium] Less: Underwriter's Discount Total Sources Estimated Uses: Transfer to Certificate Insurer (1) Deposit into the Reserve Subaccounts of the Reserve Fund (21 Deposit into the Costs of Issuance Fund lal Deposit into the Proceeds Subaccounts of the Acquisition Fund Total Uses m Represents the premium for the Certificate Insurance Policy. (si Represents the Reserve Fund Requirement of $ for the Reserve Subaccount for the City of Barstow, S for the Reserve Subaccount for the City of Chico, and $ for the Reserve Subaccount for the City of Lynwood. Moneys in the Costs of Issuance Fund are expected to be used to pay the fees and expenses of Special Counsel, Underwriter s Counsel, the Trustee, the Financial Advisor, and the applicable rating agency, as well as printing and other miscellaneous costs 'u Within the Acquisition Fund, $ will be deposited into the Proceeds Subaccount for the City of Barstow, $ will be deposited into the Proceeds Subaccount for the City of Chico, and $ will be deposited into the Proceeds Subaccount for the City of Lynwood,,to be applied to the acquisition and construction of the applicable Project. See 'THE LOCAL AGENCIES AND THE PROJECTS THE CERTIFICATES Authorization and Registration of Certificates The Certificates are being executed and delivered by the Trustee pursuant to the Trust Agreement and the Resolutions. The Certificates will be dated the date of.their initial delivery and will mature on the dates and in the principal amounts set forth on the inside cover page hereof. The Certificates will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company, which will act as securities depository for the Certificates. See "THE CERTIFICATES — Book -Entry Only System" and "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Trust Agreement." Judicial Validation of Certificates City of Barstow Validation. The City of Barstow filed a complaint in the San Bernardino County Superior Court pursuant to the Validation Law seeking to validate certain issues raised by the proposed execution and delivery of the Certificates. The City of Barstow filed its complaint on , 2012. There was no answering party in the action and, on , 2012, the City of Barstow obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of such judgment could only be filed with the San Bernardino County Superior Court within 30 days after the entry of such judgment and, since there was no answering party in the action, only issues related to the jurisdiction of the San Bernardino County Superior Court to a judgment in the action may be raised during such period. [CONFIRM:] [The appeal period expired for such action on 1 2012.] City of Chico Validation. The City of Chico filed a complaint in the Butte County Superior Court pursuant to the Validation Law seeking to validate certain issues raised by the proposed execution and delivery of the Certificates. The City of Chico filed its complaint on , 2012. There was no answering party in the action and, on - , 2012, the City of Chico obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment, is binding and conclusive. An ,appeal of -such judgment could only be, filed'.with the Butte County Superior Court within 30 days after the entry of such judgment and, since there.was no answering party in the action, only issues related to the jurisdiction of the Butte County Superior Court to entena judgment in the action may be raised during such period. [CONFIRM:] [The appeal period expired for such action on , 2012.] City of Lynwood Validation. The City of Lynwood filed a complaint in the°Los Angeles County Superior Court pursuant to the Validation Law seeking to validate certain issues raised by the proposed execution and delivery of the Certificates. The City of Lynwood filed its complaint on 2012. There was no answering party in the action and, on 2012; the City of Lynwood obtained a judgment in its favor that enjoins the institution of any action or proceeding raising any issue as to which such judgment is binding and conclusive. An appeal of such judgment could only be filed with the Los Angeles County Superior Court within 30 days after the entry of such judgment and, since there was no answering party in the action, only issues related to the jurisdiction of the Los Angeles County Superior Court to enter a judgment in the action may be raised during such period. [CONFIRM:] [The appeal .period expired for such action on 2012.1 [ADD FOR APPLICABLE VALIDATION ACTIONS.] [The appeal period for such action on will expire on , 2012. The Authority intends that the Certificates will be priced and sold to the Underwriter prior to the expiration of such appeal period, although the Certificates will not be executed and delivered to investors until after the expiration of such period. If any such appeal is filed in a timely manner, however, the sale of the Certificates to the Underwriter will be rescinded and the delivery of the Certificates to investors will be cancelled, without penalty to the Authority or the Underwriter.] Payment of Certificates The Certificates will be executed and delivered in fully registered form without coupons and,, when delivered; will be registered in the name of Cede & Co., as nominee of The ,Depository Trust, Company, New York, New York ( "DTC "). DTC will act as securities depository for the Certificates. Individual purchases of Certificates may be made in book -entry form only, in the principal amount of, $5,000 or integral multiples thereof for each maturity � Purchasers will not receive certificates representing their interest in the Certificates purchased. Payments of principal and interest with respect to the Certificates will be made by the Trustee to DTC, which will in turn remit such principal-and'interest'to its participants for subsequent dispersal to beneficial owners of the Certificates as described herein. Interest with respect to the Certificates is payable semiannually on'`each_ Interest Payment Date,. commencing [CONFIRM:] [December 1, 2012,] until the maturity or the earlier prepayment thereof" Principal and any prepayment premiums with respect to each Certificate will be paid on each Certificate; Payment Date upon surrender of such Certificate at the principal corporate office -of the Trustee upon maturity or the earlier prepayment I thereof. See "THE CERTIFICATES — Book -Entry Only System." Prepayment of Certificates Optional Prepayment of Certificates. The Certificates maturing ori7 or before June 1, 20- , are not subject to optional prepayment prior the respective stated maturities. The Certificates,maturiirg on or - after June 1, 20 will be subject to optional prepayment prior to maturity, at the option of thc•Authoiity upon direction of a Local Agency, on or after June 1, 20_, in whole- or in part (by lot within any maturity), on any date, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium. The applicable Local.Agency is required to provide written notice to the Authority and the Trustee at least 45 days prior to the prepayment date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the principal amount evidenced by and maturities of the Installment Sale Payments to be prepaid. Only the principal amount of Certificates allocable to the portion of the Installment Sale Payments being prepaid by the applicable Local Agency shall be prepaid, and such prepayment shall have no effect on the Installment Sale Payments payable by any other Local Agency that is not prepaying the Installment Sale Payments attributable to such other Local Agency Mandatory Prepayment of Certificates Upon Acceleration. The Certificates are subject to mandatory prepayment prior to maturity, in whole or in part (by lot within any maturity), on any date, from amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of default under any 2012 Installment Sale Agreement, at a prepayment price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium. Only the principal amount of Certificates allocable to the portion of the Installment Sale Payments being accelerated upon the occurrence of an event of default under the applicable 2012 Installment Sale Agreement, and such prepayment shall have no effect on the Installment Sale Payments payable by any other Local Agency that is not in default under its applicable 2012 Installment Sale Agreement. Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20 , are subject to mandatory prepayment on June 1 of each year commencing June 1, 20. in part, from mandatory sinking fund payments, on each June 1 specified below, at a prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. The principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as follows: Mandatory Prepayment Date June 1 Principal Amonnt (Maturity) The amount of each such prepayment shall be reduced in the event and to the extent that Installment Sale Payments payable on the corresponding Certificate Payment Date are optionally prepaid by a Local Agency pursuant to its respective 2012 Installment Sale Agreement and applied to the prepayment of Certificates maturing on June 1, 20 The Certificates maturing on June 1, 20 , are subject to mandatory prepayment on June 1 of each year commencing June 1, 20 , in part, from mandatory sinking fund payments, on each June 1 specified below, at a prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. The principal evidenced by such Certificates to be so prepaid and the dates therefor shall be as follows: 0 Mandatory Prepayment Date, June 1 Principal Amount (Maturity) The amount of each such prepayment shall be reduced,in,the event and to the extent that Installment Sale Payments payable on, the corresponding Certificate Payment Date are optionally prepaid by a Local Agency pursuant to its respective 2012 Installment Sale Agreement. and applied to the prepayment of Certificates maturing on June 1, 20 Purchase of Certificates in Lieu of Prepayment In lieu of prepayment of any Certificates, amounts on deposit in the Revenue Fund held under the Trust Agreement, or in any sinking account therein, may also be used and withdrawn by they Trustee at any time, upon the written request of the Authority, for the purchase of such Certificates at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest that is payable from the Interest Fund) as the Authority may in its discretion determine, but not in excess of the principal amount - thereof plus accrued interest to the purchase date.- The principal amount of any Certificates -so purchased by; the Trustee in any twelve - month - period ending 60 days prior to any Certificate Payment Date in any year will be credited towards and shall reduce the principal amount of any Certificates required to be prepaid on such Certificate Payment Date in such year. [CONFIRM:]' [Any purchase of Certificates in lieu of prepayment shall require the prior written approval, of the Certificate Insurer if any Certificate so purchased is not cancelled upon purchase.] Selection of Certificates for Prepayment Whenever provision is made in the Trust Agreement for the prepayment or purchase of less than all of the Certificates or any given portion thereof, the Trustee will, subject to the following sentence, select the Certificates to be prepaid or purchased, from all Certificates subject to.prepayment or purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called for prepayment or purchase Upon notice of any optional prepayment pursuant to tfie Trust Agreement, or receipt of moneys resulting in a mandatory prepayment, pursuant to the Trust Agreement, the Trustee will request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and maturities of the Certificates to be prepaid [CONFIRM:] [, provided. that .upon the occurrence of an extraordinary optional, special, or extraordinary mandatory prepayment' in part, the selection of Certificates to be prepaid shall be subject to the approval of the Certificate Insurer so long as it has not failed to comply with its payment obligations under the Certificate Insurance Policy]. The' Trustee will promptly notify the Authority in writing of any prepayment or purchase of Certificates and of the Certificates or portions thereof so selected for prepayment or purchase. Notice of Prepayment; Effect of Notice So long as DTC is acting as securities depository for the Certificates, notice of redemption, containing the information required by the Trust Agreement, will be mailed by first class mail, postage prepaid, by the Trustee to DTC (not to the Beneficial Owners of any Certificates designated for redemption) not less than thirty (30) nor more than sixty (60) days prior to the prepayment or purchase date, or, if the Certificates are no longer held by the Depository, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access'(EMMA) 10 System. Each notice of prepayment or purchase shall state the date of such notice, the date of initial execution and delivery of the Certificates, the prepayment or purchase date, the Prepayment Price or Purchase Price, the place or places of prepayment or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Certificates of each Certificate Payment Date or Dates, and, if less than all of the Certificates of any such Certificate Payment Date, the distinctive certificate numbers of the Certificates with such Certificate Payment Date, to be prepaid or purchased and, in the case of Certificates to be prepaid or purchased in part only, the respective portions of the principal amount thereof to be prepaid or purchased. Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price or Purchase Price represented thereby or of said specified portion of the principal amount thereof in the case of a Certificate to be prepaid or purchased in part only, together with interest accrued with respect thereto to the prepayment or purchase date, and that from and after such prepayment or purchase date, interest thereon shall cease to accrue, and shall require that such Certificates be then surrendered at the address or addresses of the Trustee specified in the prepayment or purchase notice. Conditional notice of prepayment may be given at the direction of the Authority and shall be given if funds sufficient to prepay the Certificates are not then on deposit with the Trustee. Failure by the Trustee to give notice to the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System or Securities Depositories, or failure by the Trustee to mail notice of prepayment or purchase to any one or more of the respective Owners of any Certificates designated for prepayment or purchase, shall not affect the sufficiency of the proceedings for prepayment or purchase. Partial Prepayment or Purchase of Certificates Upon surrender of any Certificate to be prepaid or purchased in part only, the Trustee will execute and deliver to the registered owner thereof, at the expense of the Authority, a new Certificate or Certificates of authorized denominations, and having the same Certificate Payment Date, equal in aggregate principal amount to the unprepaid or unpurchased portion of the Certificate surrendered. Effect of Prepayment Notice of prepayment having been duly given as described above, and moneys for payment of the principal and prepayment premium, if any, of the Certificates (or portions thereof) so called for prepayment (the "Prepayment Price "), together with interest accrued to the prepayment date with respect to such Certificates (or portions thereof), being held by the Trustee, on the prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment shall become due and payable at the Prepayment Price specified in such notice and interest accrued with respect thereto to the prepayment date, interest with respect to the Certificates so called for prepayment shall cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security under the Trust Agreement, and the Owners of said Certificates shall have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest. Book -Entry Only System The following information regarding DTC and its book—entry system has been provided by DTC and has not been verified for accuracy or completeness by the Authority or any Local Agency, and neither the Authority nor any Local Agency shall have any. liability with respect thereto. Neither the Authority nor any Local Agencv shall have an responsibility or liability for any aspects of the records maintained by DTC relating to, or payments made on account of, beneficial ownership, or for maintaining, supervising, or reviewing any records maintained by DTC relating to beneficial ownership, of interests in the Certificates. 11 1, DTC will act as securities depository for the Certificates. The Certificates, will be. executed and delivered as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee), or such other name as may be requested by an authorized representative of DTC 'One fully registered Certificate will be issued for each maturity of the Certificates, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the in of the New York Uniform Commercial Code and a "clearing agency" registered pursuant`to the.provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other' securities transactions in deposited securities through electronic computerized book -entry transfers and' pledges between Direct Participants' accounts. This eliminates the need for physical movement of , securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.' DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company, for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which .are registered clearing agencies.. DTCC is owned by the users of its regulated subsidiaries., Access to the DTC system is also available to.others such as both U.S. and non -U.S. securities brokers and dealers,: banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants")'. DTC has Standard, & Poor's rating of AA+ The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtce.com. The foregoing, internet address is included for reference only and the information on the internet site is not a part of this Official Statement or incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information included in such internet'site. Purchases of the Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual purchaser of each Certificate ( "Beneficial Owner ") is in turn to be recorded -on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,,however, expected to receive written, confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant. through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners': Beneficial Owners will not receive. certificates representing their,: ownership interests in the Certificates except in the event that use of the book -entry system for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co:, or such other name as may be': requested by an authorized representative of DTC. The deposit of Certificate's with DTC -and their registration in the name of Cede& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC's records:'' reflect only the identity of the Direct Participants to whose accounts such Certificates are-credited, , which may or.may not.be the Beneficial Owners. The Direct and Indirect Participants will remain responsible; for keeping account of their holdings on behalf of their customers. , 12 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Certificates, such as prepayments, tenders, defaults, and proposed amendments to the Certificate documents. For example, Beneficial Owners of Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Prepayment notices shall be sent to DTC. If less than all of the Certificates are being prepaid, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be prepaid. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Certificates unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments with respect the Certificates will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the Authority or the Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Certificates at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Certificate certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry only transfers through DTC (or a successor securities depository). In that event, Certificates will be printed and delivered to DTC. THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK -ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE LOCAL AGENCIES AND THE AUTHORITY BELIEVE TO BE RELIABLE, BUT NEITHER THE LOCAL AGENCIES NOR THE AUTHORITY TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF [Remainder of Page Intentionally Left Blank.] 13 Debt Service The table below presents the annual debt service with respect to the Certificates (including. sinking account prepayments), assuming that there are no optional prepayments, for the year ending on, June 1 in the years shown below- [CONFIRM FINAL MATURITY DATE:] „ Debt Service Schedule Date June 1 Principal 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Source: Underwriter t 14 a Interest Total On U SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES Installment Sale Payments The Certificates evidence proportionate and undivided interests of the Owners thereof in the Installment Sale Payments to be made by the Local Agencies pursuant to the 2012 Installment Sale Agreements. Pursuant to the 2012 Installment Sale Agreements, each Local Agency is required to pay to the Trustee, from (i) for all Local Agencies, a first lien on the applicable Gas Tax Revenues, (ii) for the City of Barstow, a first lien on Measure I Receipts, and, (iii) for the City of Lynwood, a first lien on Measure R Receipts, the Installment Sale Payments attributable to such Local Agency, which Installment Sale Payments, when added to the Installment Sale Payments received from the other Local Agencies, are designed to be sufficient, in both time and amount, to pay, when due, the principal and interest evidenced and represented by the Certificates. Each Local Agency is solely responsible for the payment of the Installment Sale Payments attributable to such Local Agency, and no Local Agency is responsible for the payment of any Installment Sale Payments attributable to any other Local Agency See "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES — Pledge of Gas Tax Revenues," " — Pledge of Measure I Receipts," and "— Pledge of Measure R Receipts" below The City of Barstow's 2012 Installment Sale Agreement does not contain any provisions requiring that the City of Barstow apply both Gas Tax Revenues and Measure I Receipts to make its Installment Sale Payments. The City of Lynwood's 2012 Installment Sale Agreement does not contain any provisions requiring that the City of Lynwood apply both Gas Tax Revenues and Measure R Receipts to make its Installment Sale Payments. Each such Local Agency may instead determine the amount, if any, of its applicable Gas Tax Revenues and Measure I Receipts or Measure R Receipts, as applicable, that it will use to pay each Installment Sale Payment attributable to such Local Agency Pursuant to the Trust Agreement, the Authority will assign to the Trustee, for the benefit of the Owners, its rights under the 2012 Installment Sale Agreements, including, but not limited to, the Authority's security interest in and lien upon the Gas Tax Revenues, Measure R Receipts, and Measure R Receipts. See "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS." Pledge of Gas Tax Revenues All Gas Tax Revenues and any'other amounts (including proceeds of the sale of the Certificates) held by the Trustee in any fund or account established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund established under the Trust Agreement) will be irrevocably pledged to the payment of the principal, interest, and prepayment premium, if any, evidenced and represented by the Certificates as provided in the Trust Agreement, and the Gas Tax Revenues will not be used for any other purpose while any of the Certificates remain outstanding; provided, however, that out of the Gas Tax Revenues and other moneys there may be applied such sums for such purposes as are permitted under the Trust Agreement. Such pledge will constitute a first pledge of and charge and lien upon the Gas Tax Revenues and all other moneys on deposit in the funds and accounts established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund) for the payment of the interest and principal with respect to the Certificates in accordance with the terms of the Trust Agreement. Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the Authority's rights and remedies under the 2012 Installment Sale Agreement, including, but not limited to, the Authority's security interest in and lien upon the Gas Tax Revenues. The term "Gas Tax Revenues" is defined in each 2012 Installment Sale Agreement as all amounts received by the applicable Local Agency from the State in accordance with Streets and Highways Code Sections 2103, 2104(d), (e), and (f), 2105, 2106, and 2107, as such provisions may be amended, and all other revenues (except revenues received by the Local Agency in accordance with Streets and Highways 15 e Code Section 2107.5), if any, received by the Local.Agency from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions, or reimbursements received by the Local Agency from the State in lieu of such revenues. For more information regarding the Gas Tax Funds and the historical Gas Tax Revenues, see "GAS TAX REVENUES." See also "RISK FACTORS." Pledge of Measure I Receipts All Measure I Receipts held by the Trustee in any fund or account established under the Trust' Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund established under± the Trust, Agreement) will be irrevocably pledged to the payment of the principal, interest, and prepayment premium, if any, evidenced and represented by the Certificates as provided in the Trust Agreement, and the Measure .1 Receipts will not be used for any, other purpose while any of the,. Certificates remain outstanding; provided, however, that out of the Measure I Receipts there may be. Applied such sums for such purposes as are permitted under the Trust Agreement and the City of Barstow's 2012 Installment Sale Agreement. Such pledge will constitute a first pledge of and charge and' lien upon the Measure I Receipts on deposit in the funds and accounts established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund),.for the payment, of the interest and principal with respect to the Certificates in accordance with the terms of -the Trust Agreement. Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the`, Authority's.rights and remedies under the City of Barstow's 2012 Installment Sale Agreement, including, but not limited to, the Authority's,security interest in and lien upon the Measure I Receipts. The term "Measure I Receipts" is defined in the City of Barstow's 2012 Installment Salei Agreement to mean Measure I Revenues allocated by SBCTA to the City of Barstow pursuant to the Measure I Ordinance, to the extent the City of Barstow's Project constitutes a Measure I Project, in an amount not greater than the Installment Sale Payments related to such Measure I •Project. [CONFIRM-]; [The City of Barstow's entire Project constitutes a Measure I Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." [CONFIRM:] The term "Measure I Revenues" is defined in the City of Barstow's 2012 Installment Sale Agreement to mean revenues of SBCTA pursuant to the Measure I Ordinance derived from the Measure I Sales Tax imposed in the County of San Bernardino pursuant to the County Transportation Commissions Act and the Measure I Ordinance. Only the portion- of Measure I Revenues allocated by SBCTA to the City of Barstow constituting Measure I Receipts may be applied,to pay the, Installment Sale Payments attributable to the City of Barstow [TO BE CONFIRMED/REVISED:].[In addition, while Measure I Revenues will be collected in the County of San Bernardino for a thirty -year period ending on March 31, 2040, Installment Sale Payments will be payable by the City" of'Barstow', through and including 20 Investors should be aware that no Measure I Revenues will be allocated by SBCTA to the City of Barstow and be available to make Installment Sale Payments in fiscal., years 20, 20, and 20_ ] See "RISK FACTORS — Limitations on Use of Measure I Revenues:" For more information regarding the portion.of Measure I Revenues historically allocated by SBCTA to the City of Barstow,, see "MEASURE I REVENUES; MEASURE I RECEIPTS — Historical Allocation of Measure I Revenues." See also `RISK FACTORS." Pledge of Measure R Receipts All Measure R Receipts held by the Trustee in any fund or.account established under.the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund established under the Trust Agreement) will be irrevocably pledged to the payment of the principal, interest, and 16 prepayment premium, if any, evidenced and represented by the Certificates as provided in the Trust Agreement, and the Measure R Receipts will not be used for any other purpose while any of the Certificates remain outstanding; provided, however, that out of the Measure R Receipts there may be applied such sums for such purposes as are permitted under the Trust Agreement and the City of Lynwood's 2012 Installment Sale Agreement. Such pledge will constitute a first pledge of and charge and lien upon the Measure R Receipts on deposit in the funds and accounts established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund) for the payment of the interest and principal with respect to the Certificates in accordance with the terms of the Trust Agreement. Pursuant to the Trust Agreement, the Authority will assign to the Trustee all of the Authority's rights and remedies under the City of Lynwood's 2012 Installment Sale Agreement, including, but not limited to, the Authority's security interest in and lien upon the Measure R Receipts. The term "Measure R Receipts" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean Measure R Revenues allocated by MTA to the City of Lynwood pursuant to the Measure R Ordinance from the Local Return Subfund, to the extent the City of Lynwood's Project constitutes a Measure R'Project, in an amount not greater than the Installment Sale Payments related to such Measure R Project. [CONFIRM:] [The City of Lynwood's entire Project constitutes a Measure R Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." The term "Measure R Revenues" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean revenues of MTA pursuant to the Measure R Ordinance derived from the Measure R Sales Tax imposed in the County of Los Angeles pursuant to the County Transportation Commissions Act and the Measure R Ordinance. Only the portion of Measure R Revenues allocated by MTA to the City of Lynwood constituting Measure R Receipts may be applied to pay the Installment Sale Payments attributable to the City of Lynwood. See "RISK FACTORS — Limitations on Use of Measure R Revenues." For more information regarding the portion of Measure R Revenues historically allocated by MTA to the City of Lynwood, see "MEASURE R REVENUES; MEASURE R RECEIPTS — Historical Allocation of Measure R Revenues." See also `RISK FACTORS." Pledged Tax Fund In order to carry out and effectuate the pledge, charge, and lien contained in the Trust Agreement, the Authority will covenant that all Gas Tax Revenues, all Measure I Receipts, and all Measure R Receipts when and as received shall be received by the Authority in trust for the benefit of the Owners and shall be deposited when and as received by the Authority in the Revenue Fund created and maintained by the Trustee under the Trust Agreement. All Gas Tax Revenues and, as applicable, all Measure I Receipts or Measure R Receipts shall be accounted separately for each Local Agency and held in trust in the Revenue Fund. The following funds and accounts will be established within the Revenue Fund: (i) Interest Fund and, within the Interest Fund, an Interest Payment Account for each Local Agency; (ii) Principal Fund and, within the Principal Fund, a Principal Payment Account for each Local Agency; (iii) Reserve Fund and, within the Reserve Fund, a Reserve Subaccount for each Local Agency; (iv) Administration Fund and, within the Administration Fund, an Administration Subaccount for each Local Agency; and (v) Surplus Account. In order to carry out and effectuate the obligation of each Local Agency contained in its 2012 Installment Sale Agreement to pay the Installment Sale Payments and the Administration Fee (as defined below), each Local Agency will agree and covenant in its 2012 Installment Sale Agreement that it has established a Pledged Tax Fund (each, a "Pledged Tax Fund ") and within each Pledged Tax Fund, for 17 each Local Agency, a "Gas Tax Account," and, for the City of Barstow, a. "Measure I Receipts Account, "„ and for the City of Lynwood, a "Measure R Receipts Account," which fund and accounts therein each Local Agency will agree and covenant to maintain so long as any 2012 Installment Sale Payments remain unpaid, and all money on deposit therein shall be applied and used only as provided :in such Local Agency's 2012 Installment Sale Agreement. Each Local Agency will agree and covenant that (i) for each Local Agency, all Gas Tax Revenues received by it shall be deposited when and as received in such Local, Agency's Gas Tax Account, (ii) for the City of Barstow, all Measure I Receipts received bydt shall be� deposited when and as received m such Local Agency's Measure I Receipts Account, and (iii) for the City, of Lynwood, all °Measure R Receipts received by it shall be deposited when and as received -in such Locah. Agency's Measure R Receipts Account. All of the Revenues (which term is defined in each 2012 Installment Sale Agreement to mean all Gas Tax Revenues and, as applicable, Measure R Receipts or Measure R Receipts) and all money in the Pledged Tax Fund and in the funds or accounts so specified and provided for each 2012 Installment Sale Agreement will be irrevocably pledged �to the,-,punctual payment of the Installment Sale Payments and the Administration Fee, and the Revenues and such other, money shall not be used for any other purpose while any of such Installment Sale Payments remain outstanding; subject to the provisions of each 2012 Installment Sale Agreement permitting application thereof for the purposes and on the terms and conditions set forth therein. Such,pledge shall -constitute w first lien on the Revenues and such other money for the payment of su6h4ristallment Sale Payments, an& the Administration Fee in accordance with the terms of each 2012 Installment Sale Agreement. Notwithstanding the foregoing, each Local Agency may satisfy its obligation to deposit, Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee,, and,., if,and when so deposited; such Other Available Revenues shall be irrevocably, pledged to the payment of Installment Sale Payments. The term "Other Available Revenues" is defined -in each 2012 Installment Sale Agreement as revenues, other than Gas Tax Revenues, Measure I Receipts, or Measure.R Receipts, as applicable, legally available to the applicable Local Agency to make Installment Sale Payments. Pursuant to each 2012 Installment Sale Agreement, all money on deposit in ,the applicable Pledged Tax Fund shall be set aside and deposited by the applicable Local Agency in the various funds and accounts within the Revenue Fund at the following times in the,following order of priority- Interest Fund and Principal Fund Deposits. On or before the 15th day preceding each Interest Payment Date, each Local Agency shall, from the money in the applicable Pledged Tax Fund, transfer to the Trustee for deposit in such Local Agency's Interest Payment Account in the Interest Fund within the Revenue Fund, a sum equal to the interest becoming due and payable on the next succeeding Interest Payment Date, except that no such deposit, need be made if the" Trustee then holds money in such Interest Payment Account equal to. the amount bof interest becoming due and payable with respect to such Local Agency on the next succeeding .Interest Payment Date; and on or before the 15th day preceding each Certificate Payment Date, such Local Agency shall, from the money in the Pledged Tax Fund, transfer to the Trustee ,for deposit, in such Local Agency's Principal Payment Account in the Principal' Fund within -the Revenue Fund, a sum equal to the principal becoming due and payable on the next succeeding Certificate Payment Date, except that no such deposit need be made if the Trustee then. holds money in such Principal Payment Account equal to the amount of principal becoming,due and,payable °with respect to such-Local Agency on the next succeeding Certificate Payment Date. Reserve Fund Deposit. On or before the 15th day of each month, each-Local.Agency shall, from the money in the applicable Pledged Tax Fund, transfer to the Trustee for deposit in such Local Agency's Reserve Subaccount in the Reserve Fund within the Revenue Fund that sum; if any, necessary to restore such Reserve Subaccount to, an amount ,equal to the applicable Reserve Fund Requirement, all in accordance with and subject to,the terms-and conditions of the 18 Trust Agreement. All money in the Reserve Subaccounts shall be used and withdrawn by the Trustee for the purposes specified in the Trust Agreement. Administration Fund Deposit. On'or before the 15th day preceding each Certificate Payment Date, each Local Agency shall, from the remaining money on deposit in the Pledged Tax Fund, transfer to the Trustee for deposit in the Local Agency's Administration Subaccount in the Administration Fund within the Revenue Fund, a sum equal to the Administration Fee becoming due and payable under the Trust Agreement on the next Certificate Payment Date, and all money on deposit in the Administration Subaccount shall be used to pay the Administration Fee due on such Certificate Payment Date, in accordance with the terms of the Trust Agreement. "Administration Fee" means an amount equal to the sum of the respective annual administration fees charged by the Authority, the Trustee, and the Rebate Analyst, payable on the 15th day of the month preceding each Principal Payment Date. Notwithstanding the foregoing, provided all transfers described above under the subheadings "Reserve Fund Deposit" and "Administrative Fund Deposit" have been made, on any Business Day moneys on deposit in the applicable Pledged Tax Fund in excess of the sum of (i) interest becoming due and payable under a Local Agency's 2012 Installment Sale Agreement on the next succeeding Interest Payment Date (less amounts then held by the Trustee in the Interest Payment Account) and (ii) the Pro Rata'Share of Principal (less amounts then held by the Trustee in the Principal Payment Account) may be expended by such Local Agency at any time for any purpose permitted by law. "Pro Rata Share of Principal" is defined in each 2012 Installment Sale Agreement to mean, during any month, an amount of principal becoming due and payable thereunder on the next succeeding Certificate Payment Date that would have accrued if such principal were deemed to accrue monthly in equal amounts from the preceding Certificate Payment Date. Deposit of Other Available Revenues Notwithstanding the pledge of Gas Tax Revenues and, as applicable, Measure I Receipts or Measure R Receipts, as described above, each Local Agency may satisfy its obligation to deposit Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee and, if and when so deposited, such Other Available Revenues shall be irrevocably pledged to the payment of Installment Sale Payments. Unless and until deposited with the Trustee, such Other Available Revenues are not pledged to the payment of Installment Sale Payments. The term "Other Available Revenues" is defined in the applicable 2012 Installment Sale Agreement as revenues, other than Gas Tax Revenues, Measure I Receipts, or Measure R Receipts, as applicable, legally available to such Local Agency to make Installment Sale Payments. Additional Contracts So long as a Local Agency is not in default under its 2012 Installment Sale Agreement, such Local Agency may at any time execute any installment sale contracts, capital leases, or similar obligations of such Local Agency (each, a "Contract "), authorized and executed by such Local Agency under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to.which are payable from the Revenues on a parity with such Local Agency's Installment Sale Payments; provided, that, for the City of Barstow and the City of Lynwood, as applicable, the audited Revenues plus the Measure I Receipts Coverage Amount or the Measure R Receipts Coverage Amount, as applicable, for the fiscal year next preceding the date of the adoption by the governing body of such Local Agency of the resolution authorizing the execution of such Contract, as evidenced by both a calculation prepared by such Local Agency and a special report prepared by an Independent Certified Public Accountant on such calculation on file with such Local Agency, shall have produced a sum equal to at least 150% of the Maximum Annual Debt Service on all of such Local Agency's Contracts 19 outstanding after the execution of such Contract. The term "Revenues" is defined in each 2012 Installment Sale Agreement to mean all Gas Tax Revenues and, as applicable, Measure I Receipts or Measure R Receipts. The term "Measure I Receipts Coverage Amount" is defined in the City of Barstow's 2012 Installment Sale Agreement to mean an amount in any fiscal year equal to Measure I Revenues allocated by SBCTA to the City of Barstow in excess of Measure I Receipts.,but not more than 50% of Measure I Receipts for such fiscal year. The term "Measure R Receipts Coverage Amount" is defined in the City of Lynwood's 2012 Installment Sale Agreement -to mean an amount in any fiscal year equal to Measure R Revenues allocated by MTA to the City of Lynwood in excess of Measure R" Receipts but not more than 50% of Measure R Receipts for such fiscal year. Notwithstanding the foregoing, there is no limitation on the ability- of any Local Agency to execute any Contract at any time to refund any outstanding Contract. Reserve Fund The Trustee will set aside from amounts deposited by each Local Agency in the Revenue Fund,. and deposit in such Local Agency's Reserve Subaccount that amount of money (or other authorized deposit of security) that shall be'required to maintain such Local Agency's Reserve Subaccount in the full amount of such Local Agency's Reserve Fund Requirement. No deposit, need be made in any Reserve Subaccount so long as there shall be on deposit therein a sum equal to applicable Reserve' Fund - Requirement. All money in each Reserve,Subaccount (including all amounts that may be obtained from any insurance policy on deposit in such Reserve Subaccount) shall be used and withdrawn,by.the , Trustee, solely for the purpose of replenishing such Local Agency's Interest Payment Account or the'Principal , Payment Account, in that order, in the event of any, deficiency at any time in either of such accounts, but- solely for the purpose of paying the interest, principal, or prepayment premiums, if any, payable in. connection with the applicable 2012 Installment Sale Agreement, except that any cash amounts in any Reserve Subaccount in excess of the amount required to be on deposit therein shall be withdrawn from such Reserve Subaccount on each Interest Payment Date and deposited in such Local Agency''s.Interest Payment Account. In lieu of making a Reserve Fund Requirement deposit or. in replacement of moneys .then on deposit in any,Reserve Subaccount (which shall be transferred by the Trustee to;the Locai A'gency'upon' delivery of an insurance policy satisfying the requirements stated below), a Local Agency may also ,deliver to the Trustee an insurance policy (a "Qualified Reserve Instrument ") securing an, amount, together with moneys or Permitted Investments on deposit in the applicable Reserve Subaccount, no less than the applicable Reserve Fund Requirement, issued by an insurance company licensed to issue` insurance policies guaranteeing the timely payment of the principal and interest components of the related 2012 Installment Sale Agreement -and whose unsecured debt obligations (or for which obligations secured by such insurance company's insurance policies) are rated in the two highest rating categories (without, respect to any modifier) of the Rating Agency [CONFIRM:] [The prior written consent of the Certificate Insurer shall be a condition precedent to the deposit of any credit instrument provided, in lieu of a cash deposit into the applicable Reserve Subaccount, if any ] Notwithstanding any't'hing to the , contrary set forth in the Trust Agreement, amounts on deposit in the Reserve Subaccounts shall be applied' solely to the payment of debt service due on the Certificates. I If and to the extent that a Reserve Subaccount has been funded with a combination of cash (or, Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments) shall be completely used before any demand is made on such. Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument shall be made prior to any replenishmentof any cash (or Permitted Investments). If a Reserve Subaccount is funded, in whole or in part, with more than one. - Qualified Reserve Instrument then any draws made against such Qualified Reserve Instrument shall-be 'i made pro -rata. 20 The term "Reserve Fund Requirement" is defined in the Trust Agreement to mean, as of any date of calculation, separately with respect to each 2012 Installment Sale Agreement, an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the 2012 Installment Sale Payments under such 2012 Installment Sale Agreement; (ii) 125% of the average annual 2012 Installment Sale Payments under such 2012 Installment Sale Agreement; or (iii) the Maximum Annual Debt Service. See "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Trust Agreement." Certificate Insurance Policy [CONFIRM:] [The scheduled payment of principal and interest with respect to the Certificates when due will be guaranteed under the Certificate Insurance Policy to be issued concurrently with the delivery of the Certificates by the Certificate Insurer For a more detailed description of the Certificate Insurance Policy and the Certificate Insurer, see "CERTIFICATE INSURANCE POLICY" and "APPENDIX E — SPECIMEN MUNICIPAL BOND INSURANCE POLICY "] THE LOCAL AGENCIES AND THE PROJECTS Participating Local Agencies The following Local Agencies will execute the Trust Agreement: (1) the City of Barstow, (2) the City of Chico, and (3) the City of Lynwood. Certain economic and demographic information regarding each Local Agency is included in Appendix B. See "GAS TAX REVENUES" for a discussion of the historical and prospective Gas Tax Revenues allocable to each Local Agency See "MEASURE I REVENUES, MEASURE I RECEIPTS" for a discussion of the portion of Measure I Revenues that has historically been allocated by SBCTA to the City of Barstow Only the portion of Measure I Revenues allocated by SBCTA to the City of Barstow constituting Measure I Receipts may be applied to pay the Installment Sale Payments attributable to the City of Barstow See "MEASURE R REVENUES; MEASURE R RECEIPTS" for a discussion of the portion of Measure R Revenues that has historically been allocated by MTA to the City of Lynwood. Only the portion of Measure R Revenues allocated by MTA to the City of Lynwood constituting Measure R Receipts may be applied to pay the Installment Sale Payments attributable to the City of Lynwood. The Projects Each Local Agency is undertaking its Project as part of such Local Agency's ongoing effort to accelerate street system improvements within its jurisdiction. The Projects are expected to include the components described below City of Barstow Project. The City of Barstow Project is comprised of facilities that are eligible for expenditure of Gas Tax Revenues and Measure I Receipts under applicable laws of the State. [CONFIRM:1 [The entire City of Barstow Project constitutes a Measure I Project.] The City of Barstow Project is expected to cost approximately $ , and is currently expected to include the improvements described in the following table. 21 DESCRIPTION OF PLANNED CITY OF BARSTOW PROJECT COMPONENTS AND ESTIMATED COSTS [CITY OF BARSTOW TO COMPLETE TABLE:] Name of Proiect Component Description of Project Component Total Source City of Barstow Estimated Cost City, of Chico Project. The City of Chico Project is comprised of facilities that are:eligible;for expenditure of Gas Tax Revenues under applicable laws of the State. The City of Barstow Project is expected to cost approximately :$ , and is currently expected to include the improvements' described in the following table. DESCRIPTION OF PLANNED CITY OF CHICO PROJECT COMPONENTS AND ESTIMATED COSTS [CITY OF CHICO TO COMPLETE TABLE:] Name of Proiect Component Description of Proiect Component Estimated Cost Total Source: City of Chico. City of Lynwood Project. The City of Lynwood Project is comprised of facilities that are•eligible; for expenditure of Gas Tax Revenues and Measure R Receipts under applicable laws' of the State. [CONFIRM:) [The entire City of Lynwood Project constitutes a Measure R Project.], The City of Lynwood Project is expected to cost approximately [CONFIRM:] [$8.9 Million], and is currently: expected to include the improvements described in the following table. DESCRIPTION OF PLANNED CITY OF LYNWOOD PROJECT COMPONENTS AND ESTIMATED COSTS Name of Project Component Description of Proiect Component I Estimated Cost Asphalt Rubber Aggregate Membrane Repair, upgrade, or reconstruct residential streets $2,900,000 (ARAM) Project that are in poor or fair condition Pavement Grind/Overlay and Full ' Repair, upgrade, or reconstruct residential streets 6,006,000 Reconstruction Project that are in poor or fair condition Total $8,906,000 Source: City of Lynwood 22 GAS TAX REVENUES Pursuant to each of the 2012 Installment Sale Agreements, each Local Agency will pledge its respective Gas Tax Revenues for the payment of Installment Sale Payments. The term "Gas Tax Revenues" is defined in each 2012 Installment Sale Agreement to mean all amounts received by the applicable Local Agency from the State in accordance with Streets and Highways Code Sections 2103, 2104(d), (e), and (f), 2105, 2106, and 2107, as such provisions may be amended, and all other revenues (except revenues received by the Local Agency in accordance with Streets and Highways Code Section 2107.5), if any, received by the Local Agency from taxes imposed on the purchase of motor vehicle fuels and any payments, subventions, or reimbursements received by the Local Agency from the State in lieu of such revenues. Gas Tax Revenues are received by each Local Agency and held and maintained in the applicable Gas Tax Fund of each such Local Agency See "GAS TAX REVENUES — Statewide Gas Tax Apportionments" below Statewide Fuel Consumption The following table details the historical motor vehicle fuel use for the State for calendar years 2000 through 2010. Gas Tax Revenues are received by each Local Agency, as applicable, through apportionments of a tax levied by the State on the distribution of net taxable motor vehicle and taxable diesel fuel. The revenues from such tax are collected Statewide, and then apportioned to cities and, counties in the State based on specified factors, including population. [UPDATE THROUGH 2011, IF POSSIBLE:] (1) Includes aviation gasoline, which constitutes less than I %of total Source: California State Controller s Office. Statewide Gas Tax Revenues and Apportionments Historical Statewide Gas Tax Revenues. The following table details the historical State gas and other taxes and income available for apportionment to cities and counties pursuant to the Streets and Highways Code for the fiscal years 2001 through 2011 23 HISTORICAL FUEL USE STATE OF CALIFORNIA Statewide Fuel Distributions (Millions of Gallons) Calendar Years 2000 through 2010 Net Taxable Year Fuel "I Taxable Fuel Total 2000 14,544,627,116 2,632,760,098 17,177,387,214 2001 15,117,143,010 2,627,365,691 17,744,508,701 2002 15,513,415,849 2,700,122,539 18,213,538,388 2003 15,661,671,712 2,667,933,636 18,329,605,348 2004 15,908, 278,251 2,842,332,046 18, 750,610,297 2005 15,937,855,020 2,963,733,672 18,901,588,692 2006 15,825,386,719 2,994,049,134 18,819,435,853 2007 15,672,334,029 3,082,740,281 18,755,074,310 2008 15,032,229,963 2,827,526,205 17,859,756,168 2009 14,811;281,527 2,580,138,949 17,391,420,476 2010 14,868,892,787 2,590,655,088 17,459,547,875 (1) Includes aviation gasoline, which constitutes less than I %of total Source: California State Controller s Office. Statewide Gas Tax Revenues and Apportionments Historical Statewide Gas Tax Revenues. The following table details the historical State gas and other taxes and income available for apportionment to cities and counties pursuant to the Streets and Highways Code for the fiscal years 2001 through 2011 23 Statewide Gas Tax Apportionments. Apportionment to each Local Agency of per gallon taxes: that comprise such Local Agency's Gas Tax Revenues is made monthly by the Controller of,the State - pursuant to Sections 2103, 2105, 2106, and 2107 of the California Streets and Highways Code,; (respectively, "Section 2103," "Section 2105," "Section 2106," and "Section 21'07"). Apportionments under Sections 2104(d), (e), and (f) of the California Streets and Highways Code apply to counties only; none of the Local Agencies receives any Gas Tax Revenues under such Sections. For purposes of the following statutory apportionment of per gallon taxes, the population of each city is determined for that city by the last federal decennial or special census, or by a subsequent census' validated by the population research unit of the State Department of Finance, or (if applicable) by the method described in Section 11105.3 of the California Revenue and Taxation Code or Sections 2107.1 of 2107.2 of the California Streets and Highways Code. Gas Tax Revenues received by the Local Agency pursuant to Section 2107.5 of the California Streets and Highways Code are not included in the definition of Gas Tax Revenues for the Local Agency Section 2103. Section 2103 was substantially amended by the passage of Assembly Bill No. 9 (ABX8 9), adopted into law along with its companion Assembly Bill No. 6 (ABX8 6) on March 22, 2010, and further amended by Assembly Bill 105 (AB 105), adopted into law on March 24, 2011 Pursuant to. Section 2103, as amended, commencing in fiscal year 2010 -11, a portion of the revenues ;from the increased the excise tax on gasoline that became effective on July 1, 2010, will be allocated each month to cities, among other purposes, as set forth in Section 2103 See "— 2010 Gasoline Sales Tax — Gasoline Excise Tax Swap" below Section 1105. Pursuant to Section 2105, cities are apportioned a sum equabio $0.1035 per gallon from the tax under Section 7360 of the Revenue and Taxation Code, 11.5% of any per gallon tax in excess of $0.09 per gallon under Section 8651 of the California Revenue and Taxation Code, and" $0.01035 per gallon from the tax 'under Sections 60050 and 60115 of the Revenue and Taxation Code, in. the proportion that the total population of the city bears to the total population of all cities in the State. Section 2106. Pursuant to Section 2106, a sum equal to the riet revenue derived from' a.$0.0104 per gallon tax under the Motor Vehicle Fuel Tax Law (Section 7301 et seq. of the California Revenue and Taxation Code) (the "Motor Vehicle Fuel Tax Law ") is apportioned monthly from the Highway Users Tax Account in the State's Transportation Tax Fund (the "Highway Users Tax Account ") to cities as 24 STATEWIDE APPORTIONMENTS OF GAS TAX REVENUES STATE OF CALIFORNIA Fiscal Years 2001 through 2011 Fiscal Year Gasoline Diesel Use Fuel Other 2001 $2,548,249,845.96 $462,729,331.53 $2,364,342.77 $6,446,135.53 2002 - 2,658,222,917,06 462,921,539.59 2,292,259.94 5,320,384.18 2003 2,644,078,729.07 469,573,686.64 2,919,927 42 4,542,40531 2004 2,690,175,521.69 508,459,347.89 2,487,020.79 2,260,010.41 2005 2,726,396,60114 522,992,148.93 2,828,250.40 2,410,852.63 2006 2,684,849,928:33 544,660,666.44 3,454,724.27 3,816,543:02' 2007 2,663,511,840.24 577,674,583.05 3,221,241.33 6,007,296.01 2008 2,636,756,497 13 588,630,861.34 3,192,638.66 7,079,143.27 2009 2,473,812,690.73 510,380,716.42 3,357,819.55 8,689,958.75 2010 2,486,437,214.68 491,771,675.92 4,402,234,39 4,815,783.31 2011 2,244,368,167.83 443,809,825,43 5,691,150.96 4,722,452.61' Source: California State Controller s Office. Statewide Gas Tax Apportionments. Apportionment to each Local Agency of per gallon taxes: that comprise such Local Agency's Gas Tax Revenues is made monthly by the Controller of,the State - pursuant to Sections 2103, 2105, 2106, and 2107 of the California Streets and Highways Code,; (respectively, "Section 2103," "Section 2105," "Section 2106," and "Section 21'07"). Apportionments under Sections 2104(d), (e), and (f) of the California Streets and Highways Code apply to counties only; none of the Local Agencies receives any Gas Tax Revenues under such Sections. For purposes of the following statutory apportionment of per gallon taxes, the population of each city is determined for that city by the last federal decennial or special census, or by a subsequent census' validated by the population research unit of the State Department of Finance, or (if applicable) by the method described in Section 11105.3 of the California Revenue and Taxation Code or Sections 2107.1 of 2107.2 of the California Streets and Highways Code. Gas Tax Revenues received by the Local Agency pursuant to Section 2107.5 of the California Streets and Highways Code are not included in the definition of Gas Tax Revenues for the Local Agency Section 2103. Section 2103 was substantially amended by the passage of Assembly Bill No. 9 (ABX8 9), adopted into law along with its companion Assembly Bill No. 6 (ABX8 6) on March 22, 2010, and further amended by Assembly Bill 105 (AB 105), adopted into law on March 24, 2011 Pursuant to. Section 2103, as amended, commencing in fiscal year 2010 -11, a portion of the revenues ;from the increased the excise tax on gasoline that became effective on July 1, 2010, will be allocated each month to cities, among other purposes, as set forth in Section 2103 See "— 2010 Gasoline Sales Tax — Gasoline Excise Tax Swap" below Section 1105. Pursuant to Section 2105, cities are apportioned a sum equabio $0.1035 per gallon from the tax under Section 7360 of the Revenue and Taxation Code, 11.5% of any per gallon tax in excess of $0.09 per gallon under Section 8651 of the California Revenue and Taxation Code, and" $0.01035 per gallon from the tax 'under Sections 60050 and 60115 of the Revenue and Taxation Code, in. the proportion that the total population of the city bears to the total population of all cities in the State. Section 2106. Pursuant to Section 2106, a sum equal to the riet revenue derived from' a.$0.0104 per gallon tax under the Motor Vehicle Fuel Tax Law (Section 7301 et seq. of the California Revenue and Taxation Code) (the "Motor Vehicle Fuel Tax Law ") is apportioned monthly from the Highway Users Tax Account in the State's Transportation Tax Fund (the "Highway Users Tax Account ") to cities as 24 follows: (a) $400 per month is apportioned to each city and city and county, and $800 per month is apportioned to each county and city and county, (b) $600,000 per month is transferred to the Bicycle Transportation Account in the State Transportation Fund, and (c) the balance is apportioned as follows: (1) the total money is divided among the counties on the basis that the ratio of automobile registration for county bears to the statewide total, (2) within a county, the amount determined is divided between the county and the cities within that county in the proportion that the assessed valuation of tangible property outside the incorporated cities of the county and within the incorporated cities of the county bears to the total assessed valuation of the county, and (3) each city's share is then divided on the basis of the ratio of the city's population to the total population of all cities within the county Section 2107. Pursuant to Section 2107, a sum equal to the net revenues derived from a per gallon tax of $0.01315 under the Motor Vehicle Fuel Tax Law, $0.0259 under the Use Fuel Tax Law (Section 8601 et seq of the California Revenue and Taxation Code), and $0.0180 under the Diesel Fuel Tax Law (Section 60001 et seq of the California Revenue and Taxation Code), is apportioned monthly to cities from the Highway Users Tax Account as follows: the State Controller allocates annually to each city that has filed a report containing the information prescribed by subdivision (c) of Section 2152 of the California Streets and Highways Code, and that had expenditures in excess of $5,000 during the preceding fiscal year for snow removal, an amount equal to one -half the amount of its expenditures for snow removal in excess of $5,000 during such fiscal year. The balance of such sum is allocated to each city in the proportion that the population of the city bears to the total population of all cities in the State. 2010 Gasoline Sales Tax — Gasoline Excise Tar Swap. In March 2010, as a part of a special budget session called by the Governor, the Legislature passed, and the Governor signed into law, ABX8 6 and ABX8 9, which contain the provisions for a swap of State sales taxes on gasoline in exchange for a gasoline excise tax. Such legislation: (i) effective July 1, 2010, repealed the State sales tax on gasoline; (ii) effective July 1, 2010, increased the excise tax on gasoline by $0.173 per gallon and added an annual index that is intended to ensure that the new excise tax keeps pace with the revenues expected from the sales tax on gas; (iii) effective July I, 201 L will impose an additional 1 75% tax on the sale, storage, use, and consumption of diesel fuel; and (iv) effective July 1, 2011, will reduce the excise tax on diesel fuel from $0.18 to $0.136 per gallon, subject to annual adjustment. The legislation includes expressed legislative intent to fully replace the local streets and road funds cities and counties would have received under the State sales tax on gasoline with allocations from the increased gasoline excise tax rate. On November 2, 2010, the California electorate approved Proposition 26, the Supermajority Vote to Pass New Taxes and Fees Act ( "Proposition 26 "), an 'initiative amendment to the California Constitution. Proposition 26 requires a two- thirds supermajority vote in the California State Legislature to pass many fees, levies, charges, and tax revenue allocations that under the State's previous rules could be enacted by a simple majority vote. By its terms, Proposition 26 requires that any State law adopted between January 1, 2010, and November 2, 2010 (the date Proposition 26 was approved),'that conflicts with Proposition 26 would be repealed one year'after Proposition 26's approval date. This repeal would not take place, however, if two - thirds of each house of the Legislature passed the law again. Because the State Legislature approved the 2010 gasoline sales tax — gasoline excise tax swap with only a majority vote in March 2010, that legislation would have been repealed in November 2011 unless the State Legislature approved such legislation again with a two - thirds vote in each house. Pursuant to AB 105, however, such legislation was amended and approved with a two - thirds vote in each house in March 2011 and is not subject to repeal under Proposition 26. In fiscal year 2010 -11 only, under Section 2103, the revenues from the increased the excise tax on gasoline were allocated each month as follows, in the following order of priority (a) first, to the Transportation Debt Service Fund of the State, amounts necessary to reimburse the State's General Fund for debt service paid with respect to specified State bonding programs; (b) second, $54,167,000 per month will he held in the Highway Users Tax Account for future appropriation by the Legislature; (c) third, the 25 remainder shall be allocated as follows: (i) 50% to the State Transportation Improvement Program and'',_ (ii) 50% evenly split between cities and counties using current Highway Users Tax'Account formulas. Commencing in fiscal year 2011 -12 and continuing in fiscal years thereafter, under Section 2103; the revenues from the increased the excise tax on gasoline will be allocated each month as follows, in the, following order of priority (a) first, to the Transportation Debt Service Fund of the State, to- reimburse the State's General Fund for debt service paid with respect to specified State bonding programs; and (b) second, the remainder shall be allocated as follows: (i) 44% to the State Transportation Improvement' Program, (ii) 12% to the State Highway Operation and Protection Program, the State's highway safety, improvement program, and (iii) and 44% evenly split between cities and counties using current Highway Users Tax Account formulas. Neither the Authority nor any, Local Agency has any control over, the methodology, formulas, or.' rates used by the State to distribute Gas Tax Revenues to cities and counties, including the Local Agencies, and such methodology or formulas may be changed by the Legislature or as a result of the State initiative process at any time. See "RISK FACTORS - Passive Revenue Sources." City of Barstow Gas Tax Revenues Historic Gas Tax Revenues - City of Barstow. The following table details the historical Gas Tax, Revenues received by the City of Barstow, as apportioned under the Califomia Streets and Highway Code to the City of Barstow for fiscal years 2001 through 2012. , 26 HISTORIC GAS TAX REVENUE_ S CITY OF BARSTOW Fiscal Years 2001 through 2012 Fiscal Year Section 2103 Section 2105 Section 2106 Section 2107 Totals lit 2001 $ -- $ 140,127 $ 92,685 $ 185,171 $ 417,983 2002 -- 135,635 86,491 178,411 400,537 2003 -- 150,601 97,353 200,000 447,954 , 2004 -- , 142,623 93,519 190,113 426,255 2005 -- 144,521 96,329 192,010 432,860 2006 -- 143,665 95,997 191,606 431,268 2007 -- 143,325 96,442 191,593 431,360 2008 -- 141,416 91,972 189,238 422;626 2009 -- 128,657 83,341 171,235 383;233 2010 - 132,057 86,181 176,004 394,242 2011 192,947 124,892 85,929 168,760 562;382 20121'-1 256,049 118,626 84,166 168,296 627,137' ' (1) Does not include Califomia Streets and Highways Code Section 2M.5 revenues. - (2) Estimated based on projections by the Califomia Department of Finance and CalifomiaCit Finance.com. Source: California State Controller's Office. ' 26 Gas Tax Fund Financial Statements. The following tables present the Balance Sheet and the Schedule of Revenues, Expenditures, and Changes in Fund Balances relating to the City of Barstow's Gas Tax Fund for the fiscal years ended June 30, 2007, through June 30, 2011 BALANCESHEET CITY OF BARSTOW GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30, 2011 2007 2008 2009 2010 2011 ASSETS: Cash and investments Accounts Receivable Interest Receivable Total Assets LIABILITIES: Accounts Payable Accrued Liabilities Due to other funds Total liabilities FUND BALANCES: Reserved for: Debt Service Unreserved and Reported In Special Revenue Funds Debt Service Fund Capital Projects Fund Total fund balance (deficit) Total Liabilities and fund balances Source City of Barstow Comprehensive Annual Financial Reports for the applicable periods. SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CITY OF BARSTOW GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30, 2011 2007 2008 2009 2010 2011 REVENUES Intergovernmental Interest Total Revenues EXPENDITURES Public Works Capital Outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures Total Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance (Deficit), Beginning of Year (July 1) Fund Balance (Deficit), End of Year (June 30) Source City of Barstow Comprehensive Annual Financial Reports for the applicable perods. 27 City of Chico Gas Tax Revenues Historic Gas Tax Revenues City of Chico., The following table details the historical, Gas Tax . Revenues received by the City of Chico, as apportioned under the California Streets and Highway Code to the City of Chico for fiscal years 2001 through 2012. HISTORIC GAS TAX REVENUES CITY OF CHICO Fiscal Years 2001 through 2012 Fiscal Year Section 2103 Section 2105 2001 $ 2002 2003 2004 2005 2066 2007 2008 2009 2010 2011 2012 RI Section 2106 Section 2107 Totals ql (1) Does not include California Streets and Highways Code Section 2107.5 revenues. (2) Estimated based on projections by the California Department of Finance and CalifomiaCttyFinance.com. Source: California State Controller s Office. ` 3 Gas Tax Fund Financial Statements. The following tables present the Balance ;Sheet and the. Schedule of Revenues, Expenditures, and Changes in Fund Balances relating to .the City of Chico's Gas Tax Fund for the fiscal years ended June 30, 2007, through June 30, 2011 BALANCESHEET CITY OF CHICO GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30, 2011 2007 2008 2009 2010 2011 ASSETS: Cash and investments Accounts Receivable Interest Receivable Total Assets LIABILITIES: Accounts Payable Accrued Liabilities Due to other funds Total liabilities FUND BALANCES: Reserved for: Debt Service Unreserved and Reported In: Special Revenue Funds Debt Service Fund Capital Projects Fond Total fund balance (deficit) M Total Liabilities and fund balances Source: City of Chico Comprehensive Annual Financial Reports for the applicable periods 28 SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CITY OF CHICO GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30, 2011 2007 2008 2009 2010 2011 REVENUES Intergovernmental Interest Total Revenues EXPENDITURES Public Works Capital Outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures Total Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance (Deficit), Beginning of Year (July 1) Fund Balance (Deficit), End of Year (June 30) Source. City of Chico Comprehensive Annual Financial Reports for the applicable periods. City of Lynwood Gas Tax Revenues Historic Gas Tax Revenues - City of Lynwood. The following table details the historical Gas Tax Revenues received by the City of Lynwood, as apportioned under the California Streets and Highway Code to the City of Lynwood for fiscal years 2001 through 2012. HISTORIC GAS TAX REVENUES CITY OF LYNWOOD Fiscal Years 2001 through 2012 Fiscal Year Section 2103 Section 2105 Section 2106 Section 2107 Totals tti 2001 $ -- $ 429,292 $ 262,000 $ 566,920 $ 1,258,212 2002 -- 412,917 249,049 541,848 1,203,814 2003 -- 490,831 294,799 651,800 1,437,430 2004 -- 450,413 268,933 600,387 1,319,733 2005 -- 453,894 271,242 603,036 1,328,172 2006 -- 446,612 264,360 595,645 1,306,617 2007 -- 444,077 264,463 593,612 1,302,152 2008 -- 432,403 254,751 578,628 1;265,782 2009 -- 392,931 232,424 522,969 1,148,324 2010 -- 399,239 238,087 532,099 1,169,425 2011 582,720 373,647 221,506 499,874 1,677,746 2012 (2) 772,912 358,086 244,375 508,020 1,883,393 (1) Does not include California Streets and Highways Code Section 2107 5 revenues. (2) Estimated based on projections by the California Department of Finance and CalifomiaCityFinance com. Source California State Controller s Office. 29 Gas Tax Fund Financial Statements. The following tables present the Balance Sheet and the Schedule of Revenues, Expenditures, and Changes in Fund Balances relating to the City of Lynwood's Gas Tax Fund for the fiscal years ended,June 30, 2007, through June 30, 2011 BALANCESHEET CITY OF LYNWOOD GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30, 2011 Source: City of Lynwood Comprehensive Annual Financial Reports for the applicable periods SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CITY OF LYNWOOD GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30,, 2011 2007 2008 2009 2010 2011 ASSETS: - Cash and investments 29,978 0 149,977 40 49,361 Due from other governments 122,085 422,202 94,347 109,481 0 Interest receivable 2,426 1,923 315 378 325 Total Assets 154,489 424,125 244,639 109,899 49,686 LIABILITIES: 0 0 0 0 0 Deferred revenue 0 0 0 56452 0 Total liabilities 0 0 0 56,452 0 FUND BALANCE. - 1,290.680 -1, 011,765 - 1,342.604 - 1312,552 - 1.650.063 Unreserved, reported in special revenue funds 154489 424 125 244_39 53447 49_-,6_86 Total fund balance (deficit) 154,489 424,125 244,639 53,447 49,686 Total Liabilities and fund balances 154,489 424,125 244,639 '109,899 49,686 Source: City of Lynwood Comprehensive Annual Financial Reports for the applicable periods SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CITY OF LYNWOOD GAS TAX FUND For the Fiscal Years Ended June 30, 2007, through June 30,, 2011 Source. City of Lynwood Comprehensive Annual Financial Reports for the applicable periods 2007 2008 2009 2010, 2011 REVENUES - Intergovernmental 1,309,652 1273282 1,155,824 1,120,473• -1,645,639' Investment Income 11733 8 119 7,294 887 - 663 Total Revenues 1,321,385 1,281,401 1,163,118 1,121,360 1,646,302 EXPENDITURES Total Expenditures 0 0 0 0 0 OTHER FINANCING SOURCES (USES) Transfers in 0 0 0 0 0 Transfers out - 1,290.680 -1, 011,765 - 1,342.604 - 1312,552 - 1.650.063 Total Other Financing Sources (Uses) - 1,290,680 - 1,011,765 - 1,342,604 - 1,312,552 - 1,650,063 Net Change in Fund Balance 30,705 269,636 - 179,486 - 191,192 -3,761 Fund Balance (deficit), Beginning of Year (July 1) 123,784 154,489 424,125 244,639 53,447 Restatement Fund Balance (deficit), End of Year (June 30) 154,489 424,125 244,639 53,447 49,686 Source. City of Lynwood Comprehensive Annual Financial Reports for the applicable periods MEASURE t REVENUES; MEASURE I RECEIPTS Pledge of Measure I Receipts Pursuant to the City of Barstow's 2012 Installment Sale Agreement, the City of Barstow will pledge its Measure I Receipts for the payment of Installment Sale Payments. The term "Measure I Receipts" is defined in the City of Barstow's 2012 Installment Sale Agreement to mean Measure I Revenues allocated by SBCTA to the City of Barstow pursuant to the Measure I Ordinance, to the extent the City of Barstow's Project constitutes a Measure I Project, in an amount not greater than the Installment Sale Payments related to such Measure I Project. The term "Measure I Project" is defined in the City of Barstow's 2012 Installment Sale Agreement to mean a capital project for which Measure I Receipts may be expended. [CONFIRM:] [The entire the City of Barstow Project constitutes a Measure I Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." The term "Measure I Revenues" is defined in the City of Barstow's 2012 ' Installment Sale Agreement to mean revenues of SBCTA pursuant to the Measure I Ordinance derived from the Measure I Sales Tax imposed in the County of San Bernardino pursuant to the County Transportation Commissions Act and the Measure I Ordinance. Only the portion of Measure I Revenues allocated by SBCTA to the City of Barstow constituting Measure I Receipts may he applied to pay the Installment Sale Payments attributable to the City of,Barstow [TO BE CONFIRMED /REVISED:] [In addition; while Measure I Revenues will be collected in the County of San Bernardino for a thirty -year period ending on March 31, 2040, Installment Sale Payments will be payable by the City of Barstow through and including , 20 Investors should be aware that no Measure I Revenues will be allocated by SBCTA to the City of Barstow and be available to make Installment Sale Payments in fiscal years 20_, 20_, and 20_ ] See "RISK FACTORS — Limitations on Use of Measure I Revenues." For more information regarding the portion of Measure I Revenues historically allocated by SBCTA to the City of Barstow, see "MEASURE I REVENUES, MEASURE I RECEIPTS — Historical Allocation of Measure I Revenues." See also `RISK FACTORS." The Measure I Sales Tax [TO BE CONFIRMED/REVISED:] Under the County Transportation Commissions Act, SBCTA is authorized to adopt retail transactions and use tax ordinances applicable in the incorporated and unincorporated territory of the County of San Bernardino in accordance with Part 1.6 (commencing with Section 725 1) of Division 2 of the California Revenue and Taxation Code (the "Transactions and Use Tax Law ") upon authorization by two- thirds of the electors voting on the issue. In accordance with the County Transportation Commissions Act, on , 1989, SBCTA adopted Ordinance No. _ (the "Original Measure I Ordinance "), which authorized the Measure I Sales Tax, a retail transactions and use tax for public transit purposes. The Original Measure I Ordinance was submitted to the electors of the County of San Bernardino and approved at an election held on November, 1989, by more than two - thirds of the voters. The Original Measure I Ordinance imposed the Measure I Sales Tax, which is a tax of one -half of one percent (0.5 %) of the gross receipts of retailers from the sale of tangible personal property sold at retail in the County of San Bernardino and a use tax at the same rate upon the storage, use, or other consumption in the County of San Bernardino of such property purchased from any retailer for storage, use, or other consumption in the County of San Bernardino, subject to certain limited exceptions. As approved by the voters in 1989, the Measure I Sales Tax was limited to 30 years in duration and terminated on March 31, 2010. On June 2, 2004, the SBCTA adopted the Measure I Ordinance, which extended the imposition of the Measure I Sales Tax for an additional 30 years, commencing on the day after the termination of the Measure I Sales Tax under the Original Measure I Ordinance, to the 31 termination date of March 31, 2040. The Measure I Ordinance was submitted to the electors of the County of San Bernardino and approved at an election held on November _, 2004, by more than two - thirds of the voters. Collectionrof the Measure I Sales Tax under the additional 30 -year period,began on April 1, 2010 The Measure I Sales Tax imposed in the County of San Bernardino for transportation purposes and administered by SBCTA is in addition to a seven and one - quarter percent'sales or use tax levied statewide by the State. In general, the State Sales Tax (as defined below) applies to the gross ,-receipts of retailers from the sale of tangible personal property The State use tax is imposed'on the storage, use, or other consumption in the State of property purchased from a retailer for such storage, use, 'or 'other ' consumption. Since the use tax does not apply to cases where the sale of'the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within' the State. The Measure I Sales Tax is generally imposed upon the same transactions and items, subject to the sales and use tax levied by the State (collectively, the "State Sales Tax "), with generally the same exceptions. Many categories of transactions are exempt from the State-Sales Tax and'the Measure I Sales Tax. The most important of these exemptions are: sales of food ;products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used,in raising food for 'human' consumption, and gas, electricity, and water when delivered to consumers through mains, lines, and pipes. In addition, "Occasional Sales" (i.e., sales of property not held or used by a- seller in the course of activities for which he or she is required to hold a seller's permit) "are generally exempt from the State Sales Tax and from the Measure I Sales Tax; however, the "Occasional Sales exemption does'not apply to the sale of an entire business and other sales of machinery and equipment used in a business: Sales of property to be used outside the County of San Bernardino that are shipped to a point outside the County of San Bernardino, pursuant to the contract-of sale, by delivery to such point by the 'retailer, or. by,delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Measure I Sales Tax. Action by the State Legislature or by voter initiative could change the transactions and items upon which the State Sales Tax and the Measure I Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Measure I Revenues. [CONFIRM:] [ SBCTA is not currently aware of any proposed legislative change which would have a material al adverse effect on Measure I Revenues.] San Bernardino 'County Transportation Authority [TO COME] Collection and Allocation of Measure I Revenues c Collection of the Measure I Sales Tax began on April 1, 2010, and is administered by the State Board of Equalization, which imposes a charge for administration. Such charge is based oil' the actual costs incurred by the State Board;of Equalization in connection with the administration of the collection of the Measure I Sales Tax. In accordance with the Measure I Ordinance, SBCTA,,is required to. allocate the proceeds of the Measure ISales Tax as follows: [TO COME] g1, Historical Measure I Revenues The following table sets forth the portion of the Measure I Revenues historically allocated by SBCTA to the City of Barstow for fiscal years 2002 through 2011 PORTION OF MEASURE I REVENUES HISTORICALLY ALLOCATED TO THE CITY OF BARSTOW Fiscal Years 2002 through 2011 Fiscal Year 2002 2003 2004 '2005 2006 2007 2003 2009 2010 2011 Source: SBCTA Portion of Measure I Revenues Percent Change from Allocated Prior Fiscal Year S N/A The City of Barstow is unable to predict whether annual Measure I Revenues will increase or decrease or what portion, if any, of such Measure I Revenues it will receive. For a summary of historical taxable retail sales within the City of Barstow, see the table entitled "Taxable Retail Sales" in "APPENDIX B — General Information Regarding Participating Local Agencies — City of Barstow " MEASURE R REVENUES; MEASURE R RECEIPTS Pledge of Measure R Receipts Pursuant to the City of Lynwood's 2012 Installment Sale Agreement, the City of Lynwood will pledge its Measure R Receipts for the payment of Installment Sale Payments. The term "Measure R Receipts" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean Measure R Revenues allocated by MTA to the City of Lynwood pursuant to the Measure R Ordinance from the Local Return Subfund, to the extent the City of Lynwood's Project constitutes a Measure R Project, in an amount not greater than the Installment Sale Payments related to such Measure R Project. The term "Measure R Project" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean a capital project for which Measure R Receipts may be expended. [CONFIRM:] [The entire the City of Lynwood Project constitutes a Measure R Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." The term "Measure R Revenues" is defined in the City of Lynwood's 2012 Installment Sale Agreement to mean revenues of MTA pursuant to the Measure R Ordinance derived from the Measure R Sales Tax imposed in the County of Los Angeles pursuant to the County Transportation Commissions Act and the Measure R Ordinance. Only the portion of Measure R Revenues allocated by MTA to the City of Lynwood constituting Measure R Receipts may be applied to pay the Installment Sale Payments attributable to the City of Lynwood. See "RISK FACTORS — Limitations on Use of Measure R Revenues." 33 For more information regarding the portion of Measure R Revenues historically allocated by MTA to the City of Lynwood, see "MEASURE R REVENUES; MEASURE R RECEIPTS = Historical Allocation of Measure R Revenues." See also `RISK FACTORS." The Measure R Sales Tax Under the County Transportation Commissions Act, MTA is authorized to adopt retail transactions and use tax ordinances applicable in the incorporated and unincorporated territory of the County of Los Angeles in accordance with Part 1.6 (commencing with Section 725 1) of Division 2 of the California Revenue and Taxation Code (the "Transactions and Use Tax Law ") upon authorization by two - thirds of the electors voting on the issue. In accordance with the County Transportation Commissions Act, on July 24, 2008, MTA adopted the Measure R Ordinan ce, which authorizes the Measure R Sales Tax, a retail transactions and use tax for public transit purposes. The Measure R Ordinance was submitted to the electors of the County of Los Angeles and approved at an election held on November 4, 2008 by more than two - thirds of the voters. The Measure R Ordinance imposes the Measure R,Sales Tax, which is a tax of one -half of one percent (0.5 %) of the gross receipts of retailers from the sale of tangible personal property sold at retail in the County of Los Angeles and a use tax at the same rate upon the storage, use, or other consumption in the County of Los Angeles of such property purchased from any retailer for storage, use, or other consumption in the County of Los Angeles, subject to certain limited exceptions. As approved by the voters, the Measure R Sales Tax is limited to 30 years in duration and terminates on June 30, 2039 Collection of the Measure R Sales Tax began on July 1, 2009 The Measure R Sales Tax imposed in the County of Los Angeles for transportation - purposes and administered by MTA is in addition to a seven and one - quarter percent sales or use tax levied'statewi& . by the State. In general, the State Sales Tax applies to the gross receipts of retailers from the sale of tangible personal property The State use tax is imposed on the storage, use, or other consumption in the State of property purchased from a retailer for such storage, use, or other consumption. Since the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State: The Measure R Sales Tax is generally imposed upon the same transactions and items subject to the State Sales Tax, with generally the same exceptions. Many categories of transactions are.dxempt from the State Sales Tax and the Measure R Sales Tax. The most important of these exemptions, are: sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity, and water *hen, delivered to consumers through mains, lines, and pipes. In addition, "Occasional Sales" (i.e:, sales of property not held or used by a seller in the course of activities for which he or she is required to'hold a seller'.s permit) are generally exempt from the State Sales Tax and from the Measure R Sales Tax; however, the "Occasional Sales" exemption does not apply to the sale of an' entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the County of Losy Angeles that are shipped to a point outside the County of Los Angeles, pursuant to the contract of sale, by' delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Measure R Sales Tax. Action by the State Legislature or by voter initiative could change the transactions and items upon which the State Sales Tax and the Measure R Sales Tax are imposed. Such changes or amendments• could have either an adverse or beneficial effect on Measure R Revenues. [CONFIRM:] [MTA is,not currently aware of any proposed legislative change which would have a material adverse effect on Measure R Revenues.] 34 Los Angeles County Metropolitan Transportation Authority MTA was established in 1993 pursuant to the provisions of Section 130050.2 et sey of the California Public Utilities Code. MTA is the consolidated successor entity to both the Southern California Rapid Transit District (the "District ".) and the Los Angeles County Transportation Commission (the "Commission "). As the consolidated successor entity, MTA succeeded to all powers, duties, rights, obligations, liabilities, indebtedness (bonded or otherwise), immunities, and exemptions of the Commission and the District, including the Commission's responsibility for planning, engineering, and constructing a county -wide rail transit system. The Commission was authorized, subject to approval by the electorate of the County, to adopt a retail transactions and use tax ordinance, with the revenues of such tax to be used for public transit purposes. MTA is governed by a 14- member Board of Directors (the "MTA Board "). The MTA Board is composed of the five members of the County of Los Angeles Board of Supervisors, the Mayor of the City of Los Angeles, two public members, and one member of the City Council of the City of Los Angeles, four members who are either a mayor or a member of a city council of a city in the County of Los Angeles (other than the City of Los Angeles) and who have been appointed by the Los Angeles County City Selection Committee, and a nonvoting member appointed by the Governor The MTA Board exclusively exercises and discharges the following powers and responsibilities: (i) establishment of overall goals and objectives, (ii) adoption of the aggregate budget for all of its organizational units, (iii) designation of additional municipal bus operators under criteria enumerated in the California Public Utilities Code, (iv) approval of all final rail corridor selections, (v) final approval of labor contracts covering employees of MTA and its organizational units, (vi) establishment of MTA's organizational structure, (vii) conducting hearings and setting fares for the operating organizational units, (viii) approval of transportation zones, (ix) approval of any debt instrument with a maturity date exceeding the end of the Fiscal Year in which it is issued, (x) approval of benefit assessment districts and assessment rates and (xi) approval of contracts for construction and transit equipment acquisition which exceed $5,000,000 and making findings in.connection with certain procurement decisions. Collection and Allocation of Measure R Revenues Collection of the Measure R Sales Tax began on July 1, 2009, and is administered by the State Board of Equalization, which imposes a charge for administration. Such charge is based on the actual costs incurred by the State Board of Equalization in connection with the administration of the collection of the Measure R Sales Tax. In accordance with the Measure R Ordinance, MTA is required to allocate the proceeds of the Measure R Sales Tax as follows: 35 ALLOCATION OF MEASURE R SALES TAX BY MTA (1) Fifteen percent of the Measure R Sales Tax is allocated to incorporated cities within the County of Los Angeles (including the City of Lynwood) and to the County of Los Angeles for the incorporated areas thereof on a per capita basis for major street` resurfacing; rehabilitation, and reconstruction; pothole repair; left turn signals; bikeways; pedestrian improvements' streetscapes; signal synchronization; and transit - Source: MTA. The Measure R Ordinance specifies that 15% of the Measure R Sales Tax (the "Localift& 7) be,' allocated to incorporated cities within the County of Los Angeles ,(including the,City of Lynwood) and to the County of Los Angeles for the incorporated areas on a per capita basis, Currently „ apportionments of the Local Return are being made to 88 cities and the County of Los Angeles for the unincorporated areas (each, a "Jurisdiction” and, collectively, the "Jurisdictions "). The Local Return allocations 4o the_ Jurisdictions are based on the population shares from the projected populations as'derived from annual. estimates made by the California State Department of Finance. The projected, populations are revised annually in the formula allocation procedure established by the MTA Board. Before any Jurisdiction can receive any allocations of the Local Return, such Jurisdiction must sign an assurances and understanding agreement with MTA. Local Return funds are then automatically monthly on a per capita basis to such Jurisdiction. Historical Measure R Revenues The following table sets forth the portion of the Measure R Revenues historically allocated by„ MTA to the City of Lynwood for fiscal years 2009 through 2011 PORTION OF MEASURE R REVENUES HISTORICALLY ALLOCATED TO THE CITY OF LYNWOOD Fiscal Years 2009 through 2011 Portion of Measure R Revenues Fiscal Year Allocated 2009 $ 2010 2011 Source: MTA. Percent Change from Prior Fiscal Year N/A The City of Lynwood is unable to predict whether annual Measure R Revenues will increase or decrease or what portion, if any, of such Measure R Revenues it will receive. For a summary of historical taxable retail sales within the City of Lynwood, see the table entitled "Taxable Retail Sales" in "APPENDIX B — General Information Regarding Participating Local Agencies — City of Lynwood." 36 Per centage of Uses Allocation New Rail and/or Bus Rapid Transit Capital Projects 35% Metrolink Capital Improvement Projects within the County (operations, maintenance, and expansion) 3 Metro Raii Capital - System Improvements, Rail Yards and Rail Cats 2 Carpool Lanes, Highways, Goods Movement, Grade Separations, and Soundwalls 20 - Rail Operations (new transit project operations and maintenance) 5 Bus Operations (County-wide bus service operations and maintenance) 20, Local Return t i 15 Total 100% (1) Fifteen percent of the Measure R Sales Tax is allocated to incorporated cities within the County of Los Angeles (including the City of Lynwood) and to the County of Los Angeles for the incorporated areas thereof on a per capita basis for major street` resurfacing; rehabilitation, and reconstruction; pothole repair; left turn signals; bikeways; pedestrian improvements' streetscapes; signal synchronization; and transit - Source: MTA. The Measure R Ordinance specifies that 15% of the Measure R Sales Tax (the "Localift& 7) be,' allocated to incorporated cities within the County of Los Angeles ,(including the,City of Lynwood) and to the County of Los Angeles for the incorporated areas on a per capita basis, Currently „ apportionments of the Local Return are being made to 88 cities and the County of Los Angeles for the unincorporated areas (each, a "Jurisdiction” and, collectively, the "Jurisdictions "). The Local Return allocations 4o the_ Jurisdictions are based on the population shares from the projected populations as'derived from annual. estimates made by the California State Department of Finance. The projected, populations are revised annually in the formula allocation procedure established by the MTA Board. Before any Jurisdiction can receive any allocations of the Local Return, such Jurisdiction must sign an assurances and understanding agreement with MTA. Local Return funds are then automatically monthly on a per capita basis to such Jurisdiction. Historical Measure R Revenues The following table sets forth the portion of the Measure R Revenues historically allocated by„ MTA to the City of Lynwood for fiscal years 2009 through 2011 PORTION OF MEASURE R REVENUES HISTORICALLY ALLOCATED TO THE CITY OF LYNWOOD Fiscal Years 2009 through 2011 Portion of Measure R Revenues Fiscal Year Allocated 2009 $ 2010 2011 Source: MTA. Percent Change from Prior Fiscal Year N/A The City of Lynwood is unable to predict whether annual Measure R Revenues will increase or decrease or what portion, if any, of such Measure R Revenues it will receive. For a summary of historical taxable retail sales within the City of Lynwood, see the table entitled "Taxable Retail Sales" in "APPENDIX B — General Information Regarding Participating Local Agencies — City of Lynwood." 36 MAXIMUM ANNUAL DEBT SERVICE COVERAGE City of Barstow The following table sets forth the maximum annual debt service coverage with respect to the portion of the Certificates allocable to the City of Barstow The maximum annual debt service coverage is based upon Gas Tax Revenues plus Measure I Receipts allocated to the City of Barstow for fiscal year 2010 -11 See "GAS TAX REVENUES — City of Barstow Gas Tax Revenues" and "MEASURE I REVENUES, MEASURE 1 RECEIPTS — Historical Measure I Revenues — City of Barstow " Measure I Receipts constitute the portion of the Measure I Revenues allocated by SBCTA to the City of Barstow pursuant to the Measure I Ordinance, to the extent the City of Barstow Project constitutes a Measure I Project, in an amount not greater than the Installment Sale Payments related to such Measure 1 Project. CITY OF BARSTOW TO CONFIRM:] [The entire City of Barstow Project constitutes a Measure I Project.] See "THE LOCAL AGENCIES AND THE PROJECTS — The Projects." MAXIMUM ANNUAL DEBT SERVICE COVERAGE BASED UPON FISCAL YEAR 2010 -11 MEASURE I RECEIPTS AND GAS TAX REVENUES CITY OF BARSTOW Maximum 2010/11 2010/11 Gas Tax Annual Debt Debt Service Measure 1 Receipts (t) Revenues (2) Service (3)(4) Coverage (3) (1) Source: SBCTA (2) Source: Cahfomia State Controller s Office. (3) Underwriter. Preliminary, subject to change. (4) Debt service'based on an estimated S portion of the aggregate principal amount of the Certificates and a weighted average interest rate of %. City of Chico The following table sets forth the maximum annual debt service coverage with respect to the portion of the Certificates allocable to the City of Chico. The maximum annual debt service coverage is based upon Gas Tax Revenues allocated to the City of Chico for fiscal year 2010 -11 See "GAS TAX REVENUES — City of Chico Gas Tax Revenues." MAXIMUM ANNUAL DEBT SERVICE COVERAGE BASED UPON FISCAL YEAR 2010 -11 GAS TAX REVENUES CITY OF CHICO Maximum 2010111 Gas Tax Annual Debt Debt Service Revenues (1) Service (2) (3) Coverage (2) (1) Source: California State Controller s Office. (2) Underwriter. Preliminary, subject to change. (3) Debt service based'on an estimated S portion of the aggregate principal amount of the Certificates and a x eighted average interest rate of %. City of Lynwood The following table sets forth the maximum annual debt service coverage with respect to the portion of the Certificates allocable to the City of Lynwood. The maximum annual debt service coverage is based upon Gas Tax Revenues plus Measure R Receipts allocated to the City of Lynwood for fiscal 37 year 2010 -11 See "GAS TAX REVENUES S— City of Lynwood Gas Tax Revenues" and "MEASURE R REVENUES; MEASURE R RECEIPTS — Historical Measure R ,Revenues = City of Lynwood." Measure R Receipts constitute the portion of the Measure R Revenues allocated by MTA to, the City of Lynwood pursuant to the Measure R Ordinance, to the extent the City of Lynwood Project constitutes a 'Measure R Project, in an amount not greater than the Installment Sale Payments related to such Measure R Project. [CITY OF LYNWOOD TO CONFIRM:1 [The entire City of Lynwood Project constitutes a Measure R Project.] See "THE LOCAL AGENCIES AND THE PROJECTS --The Projects." MAXIMUM ANNUAL DEBT SERVICE,COVERAGE BASED UPON FISCAL YEAR 2010 -11 MEASURE R RECEIPTS AND GAS TAX REVENUES CITY OF LYNWOOD Maximum 2010111 2010/11 Gas Tax Annual Debt Debt Service Measure R Receipts tD Revenues (2) Service (3) tot 'Coverage (3) (1) Source: MTA (2) Source: California State Controller s Office. (3) Underwriter Preliminary, subject to change. (4) Debt service based on an estimated S portion of the aggregate principal amount of the Certificates and a weighted average interest rate of %. CERTIFICATE INSURANCE POLICY [TO BE CONFIRMED/REVISED:1 The following information has been furnished "Certificate Insurer'q for use in this Official Statement. specimen of the Certificate Insurance Policy. Certificate Insurance Policy by (referred to herein as the ` Reference is made. to Appendix E for a Concurrently with the execution and delivery of the Certificates, the Certificate Insurer will issue. its Certificate Insurance Policy for the Certificates. The Certificate Insurance Policy guarantees the scheduled payment of principal and interest with respect-,to the ,Certificates when due as set forth in the form of the Certificate Insurance Policy included as Appendix E to this Official Statement. The Certificate Insurance Policy is not covered by any insurance security or guaranty fund' established under New York, California, Connecticut, or Florida insurance law The Certificate Insurer [TO COME.] RISK FACTORS Investment in the Certificates involves risks that may not be appropriate for certain investors. The following is a discussion of certain risk factors that should be considered, in addition to other matters set forth herein, in evaluating the Certificates for investment. The information set forth below does not purport to be an exhaustive listing of the risks and other considerations that may be relevant 38 to an investment in the Certificates. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. Installment Sale Payments Constitute Limited Obligations The obligation of each Local Agency to make Installment Sale Payments under its 2012 Installment Sale Agreement is a special obligation of such Local Agency and does not constitute a debt of such Local Agency, the Authority, the other Local Agencies, the State, or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation or restriction, and does not constitute an obligation for which such Local Agency, the other Local Agencies, the State, or any political subdivision of the State is obligated to levy or pledge any form of taxation or for which such Local Agency, the other Local Agencies, the State, or any political subdivision of the State has levied or pledged any form of taxation. The Authority has no taxing power. Passive Revenue Sources The payment of principal and interest with respect to the Certificates is secured solely by a pledge (i) by each Local Agency of such Local Agency's Gas Tax Revenues, (ii) by the City of Barstow of the City of Barstow's Measure I Receipts, and (iii) by the City of Lynwood of the City of Lynwood's Measure R Receipts, and certain funds under the applicable 2012 Installment Sale Agreement. None of the Local Agencies has any control over the amount of Gas Tax Revenues, Measure I Receipts, or Measure R Receipts, as applicable, to be received by such Local Agency because (1) the amount of Gas Tax Revenues received by such Local Agency is based on Statewide fuel consumption and such Local Agency does not have any ability to control such consumption or to increase the rate at which such fuel is taxed within the State, (2) Measure I Revenues constitute revenues of SBCTA derived from a retail transactions and use tax imposed in the County of San Bernardino pursuant to the Transactions and Use Tax Law, the County Transportation Commissions Act, and the Measure I Ordinance, the number of transactions and revenues generated under which tax the City of Barstow has no ability to .control, (3) Measure R Revenues constitute revenues of MTA derived from a retail transactions and use tax imposed in the County of Los Angeles pursuant to the Transactions and Use Tax Law, the County Transportation Commissions Act, and the Measure R Ordinance, the number of transactions and revenues generated under which tax the City of Lynwood has rio ability to control, and (4) the Local Agencies have no control over the collection or distribution procedures related to any State taxes, including taxes levied in connection with fuel consumption, or local retail transactions and use taxes. Neither the Authority nor any of the Local Agencies has any control over the methodology, formulas, or rates used by the State to distribute Gas Tax Revenues to cities and counties, including the Local Agencies, and such methodology or formulas may be changed by the Legislature or as a result of the State initiative process at any time. In addition, there can be no assurance that Gas Tax Revenues will be available in the amounts estimated in this Official Statement. A decrease in fuel consumption in the State, which would adversely affect the amount and/or availability of Gas Tax Revenues, could result from a variety of circumstances, including, without limitation, oil shortages or embargos, increased use of alternative fuel sources, or natural disasters. See also "RISK FACTORS — Gasoline Sales Subject to Fluctuation" below There can be no assurance that Measure I Receipts will be available in the amounts estimated in this Official Statement. A decrease in Measure I Revenues would adversely affect the amount and/or availability of Measure I Receipts. [CONFIRM WITH CITY OF BARSTOW:] [In addition, the City of Barstow must continuously meet certain requirements set forth in the Measure I Ordinance in order to be eligible to receive Measure I Revenues from SBCTA and apply Measure I Receipts to pay the Installment Sale Payments.] See "MEASURE I REVENUES, MEASURE I RECEIPTS — Collection and Allocation of Measure I Revenues." 39 There can be no assurance that Measure R Receipts will be available in the:amounts estimated in , this Official Statement. A decrease in Measure R Revenues would adversely „affect the amopntand/or availability of Measure R Receipts. [CONFIRM WITH CITY OF LYNWOOD:] [In addition, the City of Lynwood must continuously meet certain requirements set forth in the Measure. R Ordinance in order to be eligible to receive Measure R Revenues from MTA and apply Measure R Receipts to pay the Installment Sale Payments.] See "MEASURE R REVENUES,'MEASURE R•RECEIPTS – Collection and Allocation of Measure R Revenues.” Limitations on Use of Measure I Revenues Not all of the Measure I Revenues allocated by SBCTA to the City of Barstow may be applied to pay the Installment Sale Payments attributable to the City of Barstow Only the' Measure I Receipts of they City of Barstow may be so applied. [TO BE CONFIRMED/REVISED:] [hi addition,. while Measure I Revenues will be collected in the County of San Bernardino for a thirty-year period ending on March'31, 2040, Installment Sale Payments will be payable by the City of Barstow' through and including 20 Investors should be aware that no Measure I Revenues will be allocated by SBCTA to the City of Barstow and be available to make Installment Sale Payments in fiscal years 20, 20�, and 20 —] See "MEASURE I REVENUES; MEASURE I RECEIPTS – Collection and Allocation of Measure I Revenues." Limitations on Use of Measure R Revenues Not all of the Measure R Revenues allocated by MTA to the City of Lynwood may be applied to pay the Installment Sale Payments attributable to the City of Lynwood. Only the Measure R'Receipts.of the City of Lynwood may be so applied. See "MEASURE R REVENUES, MEASURE R RECEIPTS – Collection and Allocation of Measure R Revenues." Additional Contracts Subject to certain restrictions, each Local Agency is permitted to enter into other Contracts that constitute additional charges against its Gas Tax Revenues and, as.applicable, its Measure R Receipts or, _ Measure R Receipts without the consent of Owners of the Certificates. See "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES – Additional Contracts." To the extent that other Contracts are executed by any Local Agency, the funds available to pay the Installment Sale Payments applicable to such Local Agency may be decreased. Loss of Tax Exemption As discussed under the heading "TAX MATTERS," certain acts or omissions of a Local Agency, in violation of its covenants in the Trust�Agreement and the applicable 2012 Installment Sale Agreement" could result in the interest represented by the Certificates being includable in.gross income for purposes of federal income taxation retroactive to the date of delivery of the Certificates. Should such an event of taxability occur, the Certificates would not be subject to a,.special prepayment and would remain outstanding. Should such event of taxability be attributable solely to the acts or omissions of one'Local, Agency, such violation could result in the interest represented by the Certificates (attributable on a pro rata basis to such Local Agency's Installment Sale Payments) being includable in gross income for purposes of federal income taxation retroactive to the date of delivery of the Certificates. Limitations on Remedies; Bankruptcy The rights of the owners of the Certificates are subject to the limitations on legal remedies against municipalities in the State, including a limitation on enforcement of judgments against funds needed to, m serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the owners of the Certificates, and enforcement of any Local Agency's obligations under the applicable 2012 Installment Sale Agreement, may become subject to the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditor's rights generally, now or hereafter in effect, equity principles that may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against cities in the State. Bankruptcy proceedings under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), which governs the bankruptcy proceedings for public agencies such as the Local Agencies and MTA, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. Special Counsel has limited its opinion as to the validity and enforceability of the 2012 Installment Sale Agreements and the Trust Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor's rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation, or modification of the rights of the Owners. Constitutional Limitations on Appropriations California law imposes various taxing, revenue, and appropriations limitations on public agencies such as the Local Agencies. See "CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS" herein for a discussion of these limitations. Previous Diversion of Gas Tax Revenues Prior to the approval by the California electorate of Proposition 22 (described below) on November 2, 2010, Section 6 of Article XIX of the California Constitution permitted the State to loan to the State General Fund the revenues derived from taxes imposed on gasoline and diesel fuels within the State (collectively, the "Fuel Tax Revenues ") if (a) any amount loaned was to be repaid in full during the same fiscal year in which the loan was made, except that repayment may be delayed until a date not more than 30 days after the date of enactment of the State budget bill for the subsequent fiscal year, or (b) any amount loaned was to be repaid in full within three fiscal years from the date on which the loan was made and one of the following had occurred: (1) the Governor had proclaimed a state of emergency and declared that the emergency will result in a significant negative fiscal impact to the State General Fund, or (2) the aggregate amount of State General Fund revenues for the current fiscal year, as projected by the Governor in a report to the State Legislature in May of the current fiscal year, was less than the aggregate amount of State General Fund revenues for the previous fiscal year, adjusted for the change in the cost of living and the change in population, as specified in the budget submitted by the Governor in the current fiscal year In recent years, prior to the approval of Proposition 22, on a number of occasions, the State diverted Fuel Tax Revenues that would otherwise have been paid to local governments and repaid such amounts in full without interest at later specified dates. In March 2010, the Legislature amended Section 2103 1 of the Streets and Highways Code to provide that, for the months of July, August, September, October, November, and December 2010, and January, February, and March 2011, no more than $50,000,000 each month of Fuel Tax Revenues could 41 be deferred and diverted from local governments (excluding certain exempted counties and cities) and instead paid to local governments by April 30, 2011 On November 2, 2010, the California electorate approved Proposition 22, The Local Taxpayer, Public Safety, and Transportation Protection Act of 2010. ( "Proposition 22 "), an initiative amendment to the California Constitution. Proposition 22 prohibits the State from raiding funds that are allocated to local government, public safety, and transportation purposes, including the local government portion of Fuel Tax Revenues. In December 2010, the Califomia State Controller's Office notified local governments that it had determined that Proposition 22 effectively prohibited such continued deferrals of Fuel Tax Revenues under Section 2103 1 of the Streets and Highways Code and that funds deferred from July through October 2010 would be repaid to local governments by April 30, 2011 Other issues and uncertainties may arise with respect to the implementation or interpretation of, or the interaction between, the gasoline sales tax — gasoline excise tax swap (see "GAS TAX REVENUES — Statewide Gas Tax Revenues and Apportionments — 2010 Gasoline Sales Tax — Gasoline Excise Tax Swap ") and Proposition 22,.and additional legislation may be enacted, including legislation purporting to amend or repeal Proposition 22, or litigation may be commenced with respect to those or other such matters. Any such legislation or litigation regarding, affecting, or purporting to amend or repeal such implementation, interpretation, interaction, or other matters may adversely impact Gas Tax Revenues to be received the Local Agency Gasoline Sales Subject to Fluctuation The collection of taxes imposed on the purchase of motor vehicle fuels is necessarily subject to fluctuations in spending which is affected by, among other things, general economic cycles. Gas Tax Revenues may increase along with the increasing fuel prices brought about by inflation, but collections also are vulnerable to adverse economic conditions and reduced spending and may decrease as a' result. Consequently, the rate of collection of taxes imposed on the purchase of motor vehicle fuels and, particularly, Gas Tax Revenues may be expected to correspond generally to economic cycles, patterns of usage of automobiles and truck transport, alternative transportation and energy sources as may be developed, and changes in population and density, among other factors. The Local Agencies have no control over general economic cycles, alternate energy sources, changes in transportation technology, or changes in usage over time, and is unable to predict what economic factors, demands, changes in use or cycles of collection will occur while the Certificates remain outstanding. Measure 1 Sales Tax With limited exceptions, the Measure I Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, could change or limit the transactions and items upon which the statewide sales tax and the Measure I Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Measure I Revenues collected and the portion of such Measure I Revenues, and, correspondingly, the portion of Measure I Receipts, allocated by SBCTA to the City of Barstow For a further description of the Measure I Sales Tax, see "MEASURE I REVENUES; MEASURE I RECEIPTS." Measure R Sales Tax With limited exceptions, the Measure R Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, could change or limit the transactions and items upon which the statewide sales tax and the Measure R Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Measure R Revenues collected and the portion of such Measure R Revenues, 42 and, correspondingly, the portion of Measure R Receipts, allocated by MTA to the City of Lynwood. For a further description of the Measure R Sales Tax, see "MEASURE R REVENUES, MEASURE R RECEIPTS." No Liability of Authority to Owners Subject to any provisions in the Trust Agreement to the contrary, the Authority has no obligation or liability to the Owners of the Certificates with respect to the payment when due of the Installment Sale Payments by the applicable Local Agency or with respect to the performance by such Local Agency of other agreements and covenants required to be performed by such Local Agency under its 2012 Installment Sale Agreement or the Trust Agreement, or with respect to the performance by the Trustee of any of the Trustee's rights or obligations under the Trust Agreement. Economic, Political, Social, and Environmental Conditions Prospective investors are encouraged to evaluate current and prospective economic, political, social, and environmental conditions as part of an informed investment decision. Changes in economic, political, social, or environmental conditions on a local, state, federal, or international level may adversely affect investment risk generally Such conditional changes may include (but are not limited to) the reduction or elimination of previously available State of federal revenues, fluctuations in business production, consumer prices, or financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage and natural disasters. CONSTITUTIONAL PROVISIONS AFFECTING LOCAL AGENCY REVENUES AND APPROPRIATIONS Article XIIIB of the California Constitution — Limitations on Appropriations On November 6, 1979, State voters approved Proposition 4, the so- called Gann Initiative, which added Article XIIIB to the California Constitution ( "Article XIIIB "). In June 1990, Article XIIIB was amended by the voters through their approval of Proposition 111, which is described below under the caption "Proposition 111 " Article XIIIB limits the annual appropriations of the State and of any city, county, school district, authority, or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted annually for changes in the cost of living, population, and cost of services rendered by the governmental entity The "base year" for establishing such appropriation limit is fiscal year 1978 -79 Increases in appropriations by a governmental entity are also permitted (i) if financial responsibility for providing services is transferred to the governmental entity, or (ii) for emergencies, so long as the appropriations limits for the three years following the emergency are reduced to prevent any aggregate increase above the Constitutional limit. Decreases are required where responsibility for providing services is transferred from the government entity Appropriations of an entity of local government subject to Article XIIIB include generally any authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance, and disability insurance funds. Appropriations subject to limitation pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of January 1, 1979, on bonded indebtedness thereafter approved according to law by a vote of the electors of the issuing entity voting in an election for such purpose, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriations by the State of revenues derived from any increase in gasoline taxes and motor vehicle 43 weight fees above January 1, 1990, levels. "Proceeds of taxes" include, but are not limited to, all tax revenues and the proceeds to any entity of government from (i) regulatory licenses, user charges, and user fees to the extent such proceeds exceed the cost of providing the service or regulation, (ii) the investment of tax revenues, and (iii) certain State subventions received by local governments. Article XIIIB includes a requirement that if an entity's revenues in any year exceed the amount permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years. Article XIIIB allows voters to approve a temporary waiver of a government's Article XIIIB limit. Such a waiver is often referred to as a "Gann limit waiver " The length of any such waiver is limited to four years. The Gann limit waiver does not provide any additional revenues to any Local Agency or allow any such Local Agency to finance additional services. Installment Sale Payments are subject to the Article XIIIB appropriations limitations. For fiscal year 2008 -09, the City of Barstow calculated its appropriations limit at $ , the City of Chico calculated its appropriations limit at $ , and the City of Lynwood calculated its appropriations limit at $24,049,162. For fiscal year 2009 -10, the City of Barstow calculated its appropriations limit at $ , the City of Chico calculated its appropriations limit at $ and the City of Lynwood calculated its appropriations limit at $25,410,345 For fiscal year 2010 -11, the City of Barstow has budgeted its appropriations limit at $ , the City of Chico has budgeted its appropriations limit at $ Lynwood , and the City of L has budgeted its appropriations limit at $23,967,858. [EACH LOCAL AGENCY TO CONFIRM:] [None of the Local Agencies has ever made appropriations that exceeded the limitation on appropriations under Article XIIIB.] The impact of the appropriations limit on each Local Agency's financial needs in the future is unknown. Articles XIIIC and XIIID of the California Constitution — The Right to Vote on Taxes On November 5, 1996, State voters approved Proposition 218, entitled the "Right to Vote on Taxes Act" ( "Proposition 218 "). Proposition 218 added Article XIIIC ( "Article XIIIC ") and Article XIIID ( "Article XIIID") to the California Constitution, which Articles contain a number of provisions affecting the ability of local agencies to levy and collect both existing and future taxes, assessments, fees, and charges. The interpretation and application of certain provisions of Proposition 218 will ultimately be determined by the courts with respect to some of the matters discussed below It is not possible at this time to predict with certainty the future impact of such interpretations. The provisions of Proposition 218, as so interpreted and applied, may affect the ability of the Local Agencies to meet certain obligations, as applicable. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes, even if deposited in a general fund such as a general fund of any Local Agency, require a two -' thirds vote. Article XIIIC further provides that any general purpose tax imposed, extended, or increased, without voter approval, after December 31, 1994, may continue to be imposed only if approved by a majority vote in an election, which must be held within two years of November 5, 1996. Article XIIIC also expressly extends the initiative power to give voters the power to reduce or repeal local taxes, assessments, fees, and charges, regardless of the date such taxes, assessments, fees, and charges were imposed. Article XIIIC expands the initiative power to include reducing or repealing assessments, fees, and charges, which had previously been considered administrative rather than legislative matters and therefore beyond the initiative power This extension of the initiative power is not limited by the terms of Article XIIIC to fees imposed after November 6, 1996, and absent other legal authority could result in the retroactive reduction in any existing taxes, assessments, fees, or charges. No assurance can be given that the voters within the jurisdiction of any Local Agency will not, in the future, approve initiatives which reduce or repeal, or prohibit the future imposition or increase of, local taxes, 44 assessments, fees or charges currently comprising a substantial part of the Local Agency's general fund. "Assessments," "fees," and "charges" are not defined in Article XIIIC, and it is unclear whether these terms are intended to have the same meanings for purposes of Article XIIIC as for Article XIIID described below If not, the scope of the initiative power under Article XIIIC potentially could include any general fund local tax, assessment, or fee not received from or imposed by the federal or State government or derived from investment income. The voter approval requirements of Proposition 218 reduce the flexibility of each Local Agency to raise revenues for its respective general fund, and no assurance can be given that any Local Agency will be able to impose, extend, or increase taxes in the future to meet increased expenditure needs. Article XIIID also added several new provisions relating to how local agencies may levy and maintain "assessments" for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments that exceed the reasonable cost of the proportional special benefit conferred on a parcel, (ii) a requirement that the assessment must confer a "special benefit," as defined in Article XIIID, over and above any general benefits conferred, and (iii) a majority protest procedure that involves the mailing of a notice and a ballot to the record owner of each affected parcel, a public hearing, and the tabulation of ballots weighted according to the proportional financial obligation of the affected party "Assessment" in Article XIIID is defined to mean any levy or charge upon real property for a special benefit conferred upon the real property and applies to landscape and maintenance assessments for open space areas, street medians, street lights, and parks. In addition, Article XIIID added several provisions affecting "fees" and "charges,"' defined for purposes of Article XIIID to mean "any levy other than an ad valorem tax, a special tax, or an assessment, imposed by [a local government] upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service." All new and existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges that (i) generate revenues exceeding the funds required to provide the property related service, (ii) are used for any purpose other than those for which the fees and charges are imposed, (iii) are for a service not actually used by, or immediately available to, the owner of the property in question, or (iv) are used for general governmental services, including police, fire, ambulance, or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. Depending on the interpretation of what constitutes a "property related fee" under Article XIIID, there could be future restrictions on the ability of a Local Agency to charge its respective enterprise funds for various services provided. Further, before any property related fee or charge may be imposed or increased, written notice must be given to the record owner of each parcel of land affected by such fee or charge. Each Local Agency must then hold a hearing upon the proposed imposition or increase and, if written protests against the proposal are presented by a majority of the owners of the identified parcels, the Local Agency may not impose or increase the fee or charge. Moreover, except for fees or charges for wastewater, water, and refuse collection services, or fees for electrical and gas service, which fees or charges are not treated as "property related" for purposes of Article XIIID, no property related fee or charge may be imposed or increased without majority approval by the property owners subject to the fee or charge or, at the option of the local agency, two - thirds voter approval by the electorate residing in the affected area. [EACH LOCAL AGENCY TO CONFIRM: [None of the Local Agencies believes that the provisions of Article XIIIC or Article XIIID will directly impact the Gas "fax Revenues available to such Local Agency to make its Installment Sale Payments required pursuant to the applicable 2012 Installment Sale Agreement. In addition, the City of Barstow does not believe that the provisions of Article XIIIC or Article XIIID will directly impact the Measure I Receipts available to the City of Barstow to make its Installment Sale Payments required pursuant to its 2012 Installment Sale Agreement and the City of Lynwood does not believe that the provisions of Article XIIIC or Article XIIID will directly impact the 45 Measure R Receipts available to the City of Lynwood to make its Installment Sale Payments, required pursuant to its 2012 Installment Sale Agreement.] Future Initiatives Article XIIIB, Article XIIIC, and Article XIIID were each adopted as measures that qualified for the ballot pursuant to the State's Constitutional initiative process. From time to time other initiative measures could be adopted, affecting the ability of any of the Local Agencies to increase or apply revenues and to make or increase appropriations. THE AUTHORITY The Authority is a joint powers agency organized pursuant to a Joint Powers Agreement among a number of California counties, cities, and special districts entered into pursuant to the provisions relating to the, joint exercise of powers contained in Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code. Since its formation in 1988, the Authority has issued more. than $47.2 billion in tax - exempt financings. Any obligation, other than the obligations represented by the Certificates, previously or to be issued or otherwise incurred by the Authority will be secured by instruments separate and apart from the Trust Agreement and the 2012 Installment Sale Agreements. The holders of such other obligations of the Authority will have no claim on the security for the Certificates and the Owners will have no claim on the security of such other obligations issued by the Authority The Authority is governed by a seven - member commission and is currently comprised of three members from the California State Association of Counties, two members from the League of California Cities, one member from the City of Sacramento, and one member from the County of Sacramento (collectively, the "Commissioners "). Neither the Authority nor its Commissioners or officers have any obligations or liability to the Owners of the Certificates with respect to the payment of Installment Sale Payments by any Local Agency under its 2012 Installment Sale Agreement, or with respect to the performance of any Local Agency of other covenants made by such Local Agency in its 2012 Installment Sale Agreement. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP ( "Special Counsel "), Special Counsel to the Local Agencies, based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, the interest on the Installment Sale Payments paid by each Local "Agency under its'2012 Installment Sale Agreement and received by the owners of the Certificates is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code ") and is exempt from State of California personal income taxes. Special Counsel is of the further opinion that such interest is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Special Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of Special Counsel is set forth in Appendix C hereto. To the extent the issue price of any maturity of the Certificates is less than the amount to be paid at maturity of such Certificates (excluding amounts stated to be interest and payable at least annually over the term of such Certificates), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each Owner thereof, is treated as the interest on the Installment Sale Payments, which is excluded from gross income for federal income tax purposes and State of California 46 personal income taxes. For this purpose, the issue price of a particular maturity of the Certificates is the first price at which a substantial amount of such maturity of the Certificates is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The original issue discount with respect to any maturity of the Certificates accrues daily over the term to maturity of such Certificates on the basis of a constant interest rate compounded semiannually (with straight -line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Certificates to determine taxable gain or loss upon disposition (including sale, prepayment, or payment on maturity) of such Certificates. Owners of the Certificates should consult their own tax advisors with respect to the tax consequences of ownership of Certificates with original issue discount, including the treatment of Owners who do not purchase such Certificates in the original offering to the public at the first price at which a substantial amount of such Certificates is sold to the public. Certificates purchased, whether at original execution and delivery or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier repayment date) ( "Premium Certificates ") will be treated as having amortizable premium. No deduction is allowable for the amortizable premium in the case of obligations, like the Premium Certificates, the interest on the Installment Sale Payments of which is excluded from gross income for federal income tax purposes. However, the amount of tax- exempt interest received, and an Owner's basis in a Premium Certificate, will be reduced by the amount of amortizable premium properly allocable to such Owner Owners of Premium Certificates should consult their own tax advisors with respect to the proper treatment of amortizable premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of the interest on the Installment Sale Payments. The Authority and each of the Local Agencies have made certain representations and covenanted to comply with certain restrictions, conditions, and requirements designed to ensure that the interest on the respective Installment Sale Payments will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in the interest on the respective Installment Sale Payments being included in gross income for federal income tax purposes, possibly from the date of original delivery of the Certificates. The opinion of Special Counsel assumes the accuracy of these representations and compliance with these covenants. Special Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Special Counsel's attention after the date of delivery of the Certificates may adversely affect the value of, or the tax status of the interest on, the Installment Sale Payments. Accordingly, the opinion of Special Counsel is not intended to, and may not, be relied upon in connection with any such actions, events, or matters. Although Special Counsel is of the opinion that the interest on the Installment Sale Payments is excluded from gross income for federal income tax purposes and are exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of the interest on the Installment Sale Payments may otherwise affect an Owner's federal, state, or local tax liability The nature and extent of these other tax consequences depends upon the particular tax status of the Owner or the Owner's other items of income or deduction. Special Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause the interest on the Installment Sale Payments to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Owners from realizing the full current benefit of the tax status of such interest. As one example, the Obama Administration recently announced a legislative proposal which, for tax years beginning on or after January 1, 2013, generally would limit the exclusion from gross income of interest on obligations 47 like the interest on the Installment Sale Payments to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the interest.on the Installment Sale Payments. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Certificates. Prospective purchasers of the Certificates should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Special Counsel expresses no opinion. The opinion of Special Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Special Counsel's judgment as to the proper treatment of the Certificates for federal income tax purposes. It is not binding on the Internal Revenue Service ( "IRS ") or the courts. Furthermore, Special Counsel cannot give and has not given any opinion or assurance about the future activities of the Authority or the Local Agencies, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof, or the enforcement thereof by the IRS. The Authority and the Local Agencies have covenanted, however, to comply with the requirements of the Code. Special Counsel's engagement with respect to the Certificates ends with the delivery of the Certificates and, unless separately engaged, Special Counsel is not obligated to defend the Authority, the Local Agencies, or the Owners regarding the tax - exempt status of the Certificates in the event of an audit examination by the IRS. Under current procedures, parties other than the Authority, the Local Agencies, and their appointed counsel, including the Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax - exempt obligations is difficult, obtaining an independent review of IRS positions with which the Authority or the Local Agencies legitimately disagree may not be practicable. Any action of the IRS, including but not limited to selection of the Certificates for audit, or the course or result of such audit, or an audit of obligations presenting similar tax issues may affect the market price for, or the, marketability of, the Certificates, and may cause the Authority, the Local Agencies, or the Owners to incur significant expense. RATINGS [CONFIRM:] [It is anticipated that Standard & Poor's Ratings Services, a division of The McGraw -Hill Companies ( "S &P "), will assign its municipal bond rating of " " to the Certificates, based on the issuance of the Certificate Insurance Policy by the Certificate Insurer ] In addition, S &P has assigned an underlying municipal bond rating of "_" to the Certificates. There is no assurance that any such ratings will be in effect for any given period of time or that either or both will not be revised downward or withdrawn entirely by the rating agency if, in the judgment of such agency, circumstances so warrant. Any such downward revision or withdrawal may have an adverse effect on the market price of the Certificates. Such ratings reflect only the views of the rating agency furnishing such ratings and an explanation of the significance of a rating may be obtained only from such rating agency CONTINUING DISCLOSURE Each Local Agency will covenant in separate Continuing Disclosure Agreements to provide certain financial information and operating data and notices of certain listed events and file such information and notices with the Municipal Securities Rulemaking Board. The specific nature of the information required to be provided is set forth in the Continuing Disclosure Agreement, a form of which is attached hereto as Appendix D These covenants are being made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5), as amended. [CONFIRM:] 48 [The City of Barstow has never failed to provide any previous continuing disclosure or notices of listed events.] [CONFIRM:] [The City of Chico has never failed to provide any previous continuing disclosure or notices of listed events.] In previous years, the City of Lynwood filed reports that did not sufficiently meet the continuing disclosure requirements of its bonds or, in some cases, failed to make the required filings. The City of Lynwood has made a reasonable effort to become current on its continuing disclosure requirements and, since 2008, the City of Lynwood has complied with its continuing disclosure obligations. See "APPENDIX D — FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT" UNDERWRITING The Certificates are being purchased by E. J De La Rosa & Co., Inc. (the "Underwriter "). The Underwriter has agreed to purchase the Certificates at a price of $ (which represents the aggregate principal amount of the Certificates, [less /plus] a net original issue [discount /premium] of $ , less an Underwriter's discount of $ The contract of purchase pursuant to which the Certificates are being purchased by the Underwriter provides that the Underwriter will purchase all of the Certificates if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the contract of purchase. The Underwriter may offer and sell the Certificates to certain dealers and others at prices or yields different from the prices or yields stated on the inside cover page of this Official Statement. In addition, the offering prices or yields may be changed from time to time by the Underwriters. Although the Underwriter expects to maintain a secondary market in the Certificates after the initial offering, no guaranty can be made that such a market will develop or be maintained by the Underwriter or others. NO LITIGATION The Authority [AUTHORITY TO CONFIRM:[ To the knowledge of the Authority, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, governmental agency, public board, or body, pending against the Authority seeking to restrain or enjoin the execution, delivery, or sale of the Certificates, or in any way contesting or affecting any proceedings of the Authority taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Certificates, the validity or enforceability of the documents executed by the Authority in connection with the Certificates, the completeness or accuracy of this Official Statement, or the existence or powers of the Authority relating to the sale of the Certificates. The Local Agencies [EACH LOCAL AGENCY TO CONFIRM:[ Each Local Agency will certify that there is no action, suit, or proceeding known to such Local Agency to be pending or, to the best knowledge of such Local Agency, threatened, seeking to restrain or enjoin the execution or delivery of the Certificates, the Trust Agreement, or its 2012 Installment Sale Agreement, or in any way contesting or affecting the validity of the foregoing or any proceeding of such Local Agency taken with respect to any of the foregoing or that will materially affect the ability of such Local Agency to pay its Installment Sale Payments when due. 49 CERTAIN LEGAL MATTERS The validity and enforceability of the 2012 Installment Sale Agreements and the Trust Agreement and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel to the Local Agencies. A complete copy of the proposed form of Special Counsel opinion is contained in Appendix C hereto. Special Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Authority by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, for the City of Barstow by Teresa L. Highsmith, Colantuono & Levin, Los Angeles, California, for the City of Chico by , , California, for the City of Lynwood by Aleshire & Wynder, LLP, Irvine, California, and for the Underwriter by Goodwin Procter LLP, Los Angeles, California, as Underwriter's Counsel. [Remainder of Page Intentionally Left Blank] 50 MISCELLANEOUS The purpose of this Official Statement is to supply information to prospective buyers of the Certificates. Quotations from and summaries and explanations of the Certificates and other documents contained herein do not purport to be complete and reference is made to said documents for full and complete statements of their provisions. This Official Statement and its distribution have been duly authorized and approved by the Authority and each Local Agency CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, As agent for and on behalf of the Local Agencies M Authorized Signatory 51 APPENDIX A SUMMARY OF PRINCIPAL LEGAL DOCUMENTS The following summary discussion of selected provisions of the Trust Agreement and the 2012 Installment Sale Agreement is made subject to all of the provisions of such documents. This summary discussion does not purport to be a complete statement ofsaid provisions and prospective purchasers of the Certificates are referred to the complete texts ofsaid documents, copies ofwhich are available upon request sent to the Trustee. [TO BE PROVIDED BY BOND COUNSEL A-1 APPENDIX B GENERAL INFORMATION REGARDING PARTICIPATING LOCAL AGENCIES The following information regarding the participating Local Agencies is presented for informational purposes only. The Certificates do not constitute a general obligation debt of any Local Agency, and none of the Local Agencies has pledged its full faith and credit to the repayment of the Certificates. Neither the General Fund nor the taxing power of the Local Agencies, the County of Butte, the County of Los Angeles, the County of San Bernardino, the State of California or any political subdivision thereof is pledged to the payment of the Installment Sale Payments or the Certificates. The Certificates are payable solely from the sources described in the Official Statement. See "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES," "GAS TAX REVENUES," "MEASURE I REVENUES; MEASURE I RECEIPTS," and "MEASURE A REVENUES; MEASURE A RECEIPTS" herein. APPENDIX B -1 CITY OF BARSTOW General The City of Barstow, California (the "City of Barstow "), is located in San Bernardino County, California ("San Bernardino County "), approximately miles of the City of Los Angeles. The City of Barstow covers approximately _ square miles at an average elevation of feet [below /above] sea level. The area surrounding the City of Barstow is largely [DESCRIBE AREA]. The City of Barstow has a temperate climate, with a mean average temperature of degrees Fahrenheit and average annual rainfall of inches. The City of Barstow employs _ full time employees. Much of the economy of the City of Barstow and the surrounding community involves [DESCRIBE GENERAL ECONOMY]. Government The City of Barstow was incorporated in 19_ and operates as a [CONFIRM /REVISE.] general law city with a council - manager form of government. The five members of the City Council of the City of Barstow (the "Barstow City Council ") are elected at large for staggered -year terms. The Barstow City Council [CONFIRM /REVISE.] elects one of its members as Mayor every two years, and the other four members rotate the position of Mayor Pro -Tern on an annual basis. The current members of the Barstow City Council, and their respective offices, are listed below- Name Office Mayor Mayor Pro Tem Councilmember Councilmember Councilmember B -1 -1 Population The following table describes the population in the City of Barstow for the calendar years 2002 through 2011 City of Barstow Population Calendar Years 2002 through 2011 January 1 Population 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -I1. Labor Force and Unemployment According to State of California Employment Development Department statistics, in June 2011, the City of Barstow had a labor force of approximately workers and an unemployment rate of approximately _%. For the same period, the County of had a labor force of approximately workers and an unemployment rate of approximately _ %. Major Employers The following table describes the largest employers within the City of Barstow as of June 2011 Employer Type of Business Source: City or Barstow. B -1 -2 Number of Employees Percentage of Total City of Barstow Emolovment Property Tax Rates In June of 1978, California voters approved Proposition 13 (the Jarvis -Gann Initiative), which added Article XIIIA to the California Constitution ( "Article XIIIA "). Article XIIIA limits ad valorem taxes on real property to 1% of the full cash value, plus taxes necessary to repay indebtedness approved by the voters prior to July 1, 1978. Voter - approved obligations that impact the residents of the City of Barstow are comprised of debts incurred by [CITY OF BARSTOW TO LIST VOTER - APPROVED OBLIGATIONS. and (collectively, the "City of Barstow Voter - Approved Obligations "). The following table describes the City of Barstow's direct and overlapping property tax rates for fiscal years 2002 through 2011 City of Barstow Direct and Overlapping Property Tax Rates Fiscal Years 2002 through 2011 Fiscal Year Article XIIIA Ended June 30 Basic Tax Rate 2002 1.00% 2003 1.00 2004 1.00 2005 1.00 2006 1.00 2007 1.00 2008 1.00 2009 1.00 2010 1.00 2011 1.00 City of Total Direct and Barstow Overlapping Voter - Approved Property Tax Oblieations Rates Source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Property Tax Levies, Collections, and Delinquencies [CONFIRM /COMPLETE.] In San Bernardino County, property taxes on the secured roll are due in two installments, on November 1 and February 1 If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll becomes tax delinquent on June 30 Such property may thereafter be prepaid by payment of the delinquent taxes plus the delinquency penalty, plus a prepayment penalty of one and one -half percent per month to the time of prepayment. If taxes remain unpaid for a period of five years or more, the property is subject to sale by the San Bernardino County Tax Collector [CONFIRM /COMPLETE.] In San Bernardino County, property taxes on the unsecured roll are due as of the January I lien date and become delinquent, if unpaid, on August 31 A 10% penalty attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of one and one- half percent per month begins to accrue on November 1 The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in the office of the San Bernardino County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the San Bernardino County Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements, or possessory interests belonging or assessed to the taxpayer [CONFIRM /REVISE.] San Bernardino County has adopted the Teeter Plan pursuant to Sections 4701 through 4717 of the California Revenue and Taxation Code (the "Teeter Plan "). The Teeter Plan B -1 -3 permits counties to use a method of apportioning taxes whereby all local agencies, including cities, receive from such counties 100% of their respective share of the amount of secured ad valorem taxes levied, without regard to actual collections of the taxes levied. So long as the Teeter Plan is continued within San Bernardino County, the local agencies within San Bernardino County (including the City of Barstow) are, in effect, guaranteed the full amount of their respective share of the amount of secured ad valorent property taxes levied. The following table details the City of Barstow's property tax levies and collections for fiscal years 2007 through 2011 City of Barstow Property Tax Levies and Collections Fiscal Years 2007 through 2011 (1) Amounts include City of Barstow property razes, redevelopment tax increment, and in -lieu vehicle license fees. source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Assessed Property Values The following table details the assessed value of the secured and unsecured real property within the City of Barstow for fiscal years 2002 through 2011 City of Barstow Assessed Value of Taxable Property Fiscal Years 2002 through 2011 Assessed Value of Collected Within the Year Ended Secured Fiscal Year of Levy June 30 Taxes Levied Property Real Property Year Ended for the $ $ June 30 Fiscal Year (t) Amount Percent of Levy 2007 $ $ "/o 2008 2009 2010 2011 (1) Amounts include City of Barstow property razes, redevelopment tax increment, and in -lieu vehicle license fees. source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Assessed Property Values The following table details the assessed value of the secured and unsecured real property within the City of Barstow for fiscal years 2002 through 2011 City of Barstow Assessed Value of Taxable Property Fiscal Years 2002 through 2011 B -1 -4 Total Assessed Value Assessed Value of Assessed Value of Assessed Value of Year Ended Secured Public Utility Unsecured June 30 Real PropertV Property Real Property 2002 $ $ $ 2003 2004 2005 2006 2007 2008 2009 2010 2011 source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -t I. B -1 -4 Total Assessed Value Principal Taxpayers The following table lists the top ten property taxpayers in the City of Barstow as of June 30, 2011 City of Barstow Top Ten Property Taxpayers Percentage of Taxable Total Taxable Taxpayer Assessed Value Assessed Value $ Total $ % Source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Outstanding Debt The City of Barstow uses a variety of tax increment, revenue, and lease indebtedness to finance various capital acquisitions. The outstanding balances for indebtedness during fiscal years 2006 through 2011 are set forth in the following table. City of Barstow Outstanding Debt Fiscal Years 2006 through 2011 (Amounts expressed in thousands, except Per Capita) Source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010-11. Ct�r' Governmental Activities Business -Type Activities Fiscal Year Financing Certificates Total Primary Percentage of Ended Redevelopment Redevelopment Authority Capital Compensated Refunding Revenue Revolving of Capital Governmental Total June30 Loan Bonds Notes Leases Absences Bonds Bonds Fund Loan Participation Leases Debt Revenue 2006 2007 '_008 2000 2010 2011 Source: City of Barstow Comprehensive Annual Financial Report for Fiscal Year 2010-11. Ct�r' Taxable Retail Sales Consumer spending in calendar year 2011 resulted in $ imtaxable sales in the City of Barstow, which is approximately _% below calendar year 2010. The following table describes the total taxable sales in the City of Barstow for calendar years 2006 through 2011 City of Barstow Taxable Retail Sales Calendar Years 2006 through 2011 (000s omitted) Year Retail Stores Total Outlets 2006 $ $ 2007 2008 2009 2010 2011 Source: California State Board of Equalization. The following table describes the taxable sales in the City of Barstow for each type of business for calendar year 2011 City of Barstow Taxable Retail Sales for Each Type of Business Calendar Year 2011 (000s omitted) 2010 Motor Vehicle and Parts Dealers $ Home Furnishings and Appliance Stores Building Materials and Garden Equipment and Supplies Food and Beverage Stores Gasoline Stations Clothing and Clothing Accessories Stores General Merchandise Stores Food Services and Drinking Places Other Retail Group Total Retail and Food Services $ All Other Outlets Total All Outlets of 6 (1) Totals may not add due to rounding. Source: California State Board of Equalization. Building Activity The following table summarizes building activity valuations in the City of Barstow during the fiscal years 2005 through 2011. City of Barstow Building Activity Valuations Fiscal Years 2004 through 2010 (000s omitted) Fiscal Year 2005 2006 2007 2008 2009 2010 2011 Residential Valuation $ $ $ $ $ $ $ Em Commercial Valuation Total Valuation Source. City of Barstow. [Remainder of Page Intentionally Left Blank] B -1 -7 APPENDIX B -2 CITY OF CHICO General The City of Chico, California (the "City of Chico'), is located in ;Butte, County, California ( "Butte County "), approximately _ miles of the City of The City of Chico covers approximately _ square miles at an average elevation of.— feet [below /above] sea'level. The area surrounding the City of Chico is largely [DESCRIBE AREA]. The City of Chico has a temperate climate, with a mean average temperature of degrees Fahrenheit and average annual rainfall of _ inches. The City of Chico employs _ full time employees. Much, of the economy of the City of Chico and the surrounding community involves [DESCRIBE GENERAL ECONOMY]. Government The City of Chico was incorporated in 19_ and operates as a [CONFIRM /REVISE.] general law city with a council - manager form of government. The five members of the City Council of the City of Chico (the "Chico City Council ") are elected at large for staggered -year terms. The Chico City Council [CONFIRM/REVISE.] elects one of its members as Mayor every two years, and the other four members rotate the position of Mayor Pro -Tern on an annual basis. The current members of the Chico City Council, and their respective- offices, are listed below- Name Office Mayor Mayor Pro Tem Councilmember Councilmember Councilmember [The remainder of this page is intentionally left blank.] B -2 -1 Population The following table describes through 2011 the population in the City of Chico for the calendar years 2002 Source: City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Labor Force and Unemployment According to State of California Employment Development Department statistics, in June 2011, the City of Chico had a labor force of approximately workers and an unemployment rate of approximately _ %. For the same period, the County of had a labor force of approximately workers and an unemployment rate of approximately _ %. Major Employers The following table describes the largest employers within the City of Chico as of June 2011 Employer Type of Business Source: City of Chico B -2 -2 Number of Employees Percentage of Total City of Chico Employment City of Chico Population Calendar Years 2002 through 2011 January 1 Population 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Source: City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Labor Force and Unemployment According to State of California Employment Development Department statistics, in June 2011, the City of Chico had a labor force of approximately workers and an unemployment rate of approximately _ %. For the same period, the County of had a labor force of approximately workers and an unemployment rate of approximately _ %. Major Employers The following table describes the largest employers within the City of Chico as of June 2011 Employer Type of Business Source: City of Chico B -2 -2 Number of Employees Percentage of Total City of Chico Employment Property Tax Rates In June of 1978, California voters approved Proposition 13 (the Jarvis -Gann Initiative), which added Article XIIIA to the California Constitution ( "Article XIIIA").,, Article XIIIA limits dd valorem taxes on real property to 1% of the full cash value, plus taxes necessary to.repay indebtedriess approved by the voters prior to July 1, 1978. Voter- approved obligations that impact the residents of the City of Chico are comprised of debts incurred by [CITY OF CHICO TO LIST- VOTER - APPROVED OBLIGATIONS. and _ (collectively, the "City of Chico Voter- Approved Obligations "). The following table describes the City of Chico's direct and overlapping property tax rates for fiscal years 2002 through 2011 City of Chico Direct and Overlapping Property Tax Rates Fiscal Years 2002 through 2011 Source: City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Property Tax Levies, Collections, and Delinquencies [CONFIRM /COMPLETE.] In Butte County, property taxes on the secured roll are due in two installments, on November 1 and February 1 If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll becomes tax delinquent on June 30. Such property may thereafter be prepaid by payment of the delinquent taxes plus the delinquency penalty, plus a prepayment penalty of one and one- half percent per month to the time of prepayment. If taxes remain unpaid for a period of five years or more, the property is subject to sale by the Butte County Tax Collector [CONFIRM /COMPLETE.] In Butte County, property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31 A 10% penalty, attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of one.and one -half percent per month begins to accrue on November 1 The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in-the office of the Butte County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the Butte County Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements, or possessory interests belonging or assessed to the taxpayer. [CONFIRM /REVISE.] Butte County has adopted the Teeter Plan pursuant to Sections 4701 through 4717 of the California Revenue and Taxation Code (the "Teeter Plan"). The Teeter Plan permits B -2 -3 City of Total Direct and Chico Overlapping Fiscal Year Article XI11A Voter - Approved Property Tax Ended June 30 Basic Tax Rate Obligations Rates 2002 1.00% 2003 1.00 2004 1.00 2005 1.00 2006 1.00 2007 1.00 2008 1.00 2009 1.00 2010 1.00 2011' 1.00 Source: City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Property Tax Levies, Collections, and Delinquencies [CONFIRM /COMPLETE.] In Butte County, property taxes on the secured roll are due in two installments, on November 1 and February 1 If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll becomes tax delinquent on June 30. Such property may thereafter be prepaid by payment of the delinquent taxes plus the delinquency penalty, plus a prepayment penalty of one and one- half percent per month to the time of prepayment. If taxes remain unpaid for a period of five years or more, the property is subject to sale by the Butte County Tax Collector [CONFIRM /COMPLETE.] In Butte County, property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31 A 10% penalty, attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of one.and one -half percent per month begins to accrue on November 1 The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in-the office of the Butte County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the Butte County Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements, or possessory interests belonging or assessed to the taxpayer. [CONFIRM /REVISE.] Butte County has adopted the Teeter Plan pursuant to Sections 4701 through 4717 of the California Revenue and Taxation Code (the "Teeter Plan"). The Teeter Plan permits B -2 -3 counties to use a method of apportioning taxes whereby all local agencies, including cities, receive from such counties 100% of their respective share of the amount of secured ad valorem taxes levied, without regard to actual collections of the taxes levied. So long as the Teeter Plan is continued within Butte County, the local agencies within Butte County (including the City of Chico) are, in effect, guaranteed the full amount of their respective share of the amount of secured ad valorem property taxes levied. The following table details the City of Chico's property tax levies and collections for fiscal years 2007 through 2011 City of Chico Property Tax Levies and Collections Fiscal Years 2007 through 2011 (1) Amounts include City of Chico property taxes, redevelopment tax increment, and in -lieu vehicle license fees. Source: City of Chico Comprehensive Annual Financial Report for Fiscal Y= 2010-11 Assessed Property Values The following table details the assessed value of the secured and unsecured real property within the City of Chico for fiscal years 2002 through 2011 City of Chico Assessed Value of Taxable Property Fiscal Years 2002 through 2011 Assessed Value of Collected Within the Year Ended Secured Fiscal Year of Levy June30 Taxes Levied Propertv Real Property Year Ended for the $ $ June 30 Fiscal Year til Amount Percent of Levy 2007 $ $ % 2008 2009 2010 2011 (1) Amounts include City of Chico property taxes, redevelopment tax increment, and in -lieu vehicle license fees. Source: City of Chico Comprehensive Annual Financial Report for Fiscal Y= 2010-11 Assessed Property Values The following table details the assessed value of the secured and unsecured real property within the City of Chico for fiscal years 2002 through 2011 City of Chico Assessed Value of Taxable Property Fiscal Years 2002 through 2011 B -2 -4 Total Assessed Value Assessed Value of Assessed Value of Assessed Value of Year Ended Secured Public Utility Unsecured June30 Real Property Propertv Real Property 2002 $ $ $ 2003 2004 2005 2006 2007 2008 2009 2010 2011 Source: City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11. B -2 -4 Total Assessed Value Fiscal Year Ended June 30 2006 2007 2008 2009 2010 2011 Principal Taxpayers The following table lists the top ten property taxpayers in the City. of Chico as of June30, 2011 City of Chico Top,Ten Property Taxpayers Taxpayer Percentage of Taxable Total Taicable Assessed Value Assessed Value Total $ % source City of Chico Comprehensive Annual Financial Report for Fiscal Year 2010 -11:t- Outstanding Debt The City of Chico ,uses a variety of tax increment, revenue, and lease indebtedness to. finance various capital acquisitions. The outstanding balances for indebtedness during fiscal years 2006 through 2011 are set forth in the following table. City of Chico Outstanding Debt Fiscal Years 2006 through 2011 (Amounts expressed in thousands, except Per Capita) Governmental Activities Business -Type Activities Financing Certificates Total Primary Percentage of Redevelopment Redevelopment Authority Capital Compemated Refunding Revenue Revolving 'of Capital Governmental Total Loan Bonds Notes Leases Absences Bonds Bonds Fund Loan Participation .eases Debt Revenue Source: City of Chico Comprehensive Annual Financial Report for Fiscal Y=2010-1 1. Vii. Taxable Retail Sales Consumer spending in calendar year 2011 resulted in $ in taxable sales in the City of Chico, which is approximately % below calendar year 2010. The following table describes the total taxable sales in the City of Chico for calendar years 2006 through 2011 City of Chico Taxable Retail Sales Calendar Years 2006 through 2011 (000s omitted) Year Retail Stores Total Outlets 2006 $ $ 2007 2008 2009 2010 2011 Source: California State Board of Equalization. The following table describes the taxable sales in the City of Chico for each type of business for calendar year 2011 City of Chico Taxable Retail Sales for Each Type of Business Calendar Year 2011 (000s omitted) 2010 Motor Vehicle and Parts Dealers $ Home Furnishings and Appliance Stores Building Materials and Garden Equipment and Supplies Food and Beverage Stores Gasoline Stations Clothing and Clothing Accessories Stores General Merchandise Stores Food Services and Drinking Places Other Retail Group Total Retail and Food Services $ All Other Outlets Total All Outlets $ ( 1) Totals may not add due to rounding. Source California State Board of Equalization. Building Activity The following table summarizes building activity valuations in the City of Chico during the fiscal years 2005 through 2011 City of Chico Building Activity Valuations Fiscal Years 2004 through 2010 (000s omitted) Fiscal Year - 2005 2006 2007 2008 2009 2010 2011 Residential Valuation $ $ $ $ $ $ $ I� Commercial Valuation Total Valuation Source: City of Chico. [Remainder of Page Intentionally Left Blank] B -2 -7 APPENDIX B -3 CITY OF LYNWOOD General The City of Lynwood, California (the "City of Lynwood ") is located in the Los Angeles Basin, midway between the downtown areas of the cities of Los Angeles and Long Beach. The local economy represents a diverse blend of industrial, commercial, agricultural and residential development. The City has experienced substantial growth since 1970. Government The City was incorporated as a general law city in 1921, and is administered by a Council - Manager form of government. The five members of the City Council are elected at -large for overlapping four -year terms. The Mayor is selected annually by a majority of the City Council. The City Treasurer and the City Clerk are elected, while the City Manager is appointed by the City Council. The current members of the Lynwood City Council, and their respective offices, are listed below- Name Office Jim Morton Mayor Sal Alatorre Mayor Pro Tern Aide Castro Councilmember Maria Teresa Santillan -Beas Councilmember Ramon Rodriguez Councilmember [The remainder of this page is intentionally left blank.] B -3 -1 Population The following table describes the population in the City of Lynwood for the calendar years 2002 through 2011 City of Lynwood Population Calendar Years 2002 through 2011 January 1 Population 2002 70,760 2003 71,701 2004 72,461 2005 72,737 2006 72,704 2007 72,773 2008 72,483 2009 72,623 2010 72,906 2011 73,295 Source City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Labor Force and Unemployment According to State of California Employment Development Department statistics, in June 2011, the City of Lynwood had a labor force of approximately 23,000 workers and an unemployment rate of approximately 19.2 %. For the same period, the County of Los Angeles had a labor force of approximately 4,924,400 workers and an unemployment rate of approximately 12.3 %. Major Employers The following table describes the largest employers within the City of Lynwood as of June 2011 Employer Lynwood Unified School District Los Angeles County Sheriff Department Aaron Industries Inc. City of Lynwood Superior Warehouse Grocers Inc. Jorgensen Earle M. Company Pacer International / Cones Global Country Villa Lynwood Health Care St. Francis Medical Center Marlinda Nursing Home Percentage of Total City of Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Y=2010-1 1. B -3 -2 Number of Lynwood Type of Business Employees Employment School 1,876 20.04% Law Enforcement Services 302 3.23% Manufacturing 250 2.67% Municipal Government 226 2.41% Groceries 190 2.03% Metal Manufacturing 176 1.88% Iron /Steel /Metal 137 146% Manufacturing Convalescent 120 1.28% Medical Services 1 i6 1.24 6/6, Convalescent 110 1.18% Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Y=2010-1 1. B -3 -2 Property Tax Rates In June of 1978, California voters approved Proposition 13 (the Jarvis -Gann Initiative), which added Article XIIIA to the California Constitution ( "Article XIIIA "). Article XIIIA limits ad valorem taxes on real property to l% of the full cash value, plus taxes necessary to repay indebtedness approved by the voters prior to July 1, 1978. Voter - approved obligations that impact the residents of the City of Lynwood are comprised of debts incurred by the City of Lynwood include a retirement tax in the amount for $0 125 for each $100 of assessed valuation (collectively, the "City of Lynwood Voter - Approved Obligations "). The following table describes the City of Lynwood's direct and overlapping property tax rates for fiscal years 2002 through 2011 City of Lynwood Direct and Overlapping Property Tax Rates Fiscal Years 2002 through 2011 Source. City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Property Tax Levies, Collections, and Delinquencies In Los Angeles County, property taxes on the secured roll are due in two installments, on November 1 and February 1 If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll becomes tax delinquent on June 30. Such property may thereafter be prepaid by payment of the delinquent taxes plus the delinquency penalty, plus a prepayment penalty of one and one -half percent per month to the time of prepayment. If taxes remain unpaid for a period of five years or more, the property is subject to sale by the Los Angeles County Tax Collector. In Los Angeles County, property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31 A 10% penalty attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of one and one -half percent per month begins to accrue on November 1 The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in the office of the Los Angeles County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the Los Angeles County Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements, or possessory interests belonging or assessed to the taxpayer B -3 -3 City of Total Direct and Lynwood Overlapping Fiscal Year Article XIIIA Voter - Approved Property Tax Ended June 30 Basic Tax Rate Obligations Rates 2002 1.00000% 0.19913 119913% 2003 1.00000 0.18527 1 18527 2004 1.00000 0.37381 1.37381 2005 1.000110 0.36279 1.36279 2006 1 00000 0.34674 1.34674 2007 1.00000 0.38304 1.38304 2008 1.00000 038272 1.38272 2009 1.00000 0.39617 1.39617 2010 1.00000 0.43114 1 43114 2011 1.00000 0.49083 149083 Source. City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11 Property Tax Levies, Collections, and Delinquencies In Los Angeles County, property taxes on the secured roll are due in two installments, on November 1 and February 1 If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll becomes tax delinquent on June 30. Such property may thereafter be prepaid by payment of the delinquent taxes plus the delinquency penalty, plus a prepayment penalty of one and one -half percent per month to the time of prepayment. If taxes remain unpaid for a period of five years or more, the property is subject to sale by the Los Angeles County Tax Collector. In Los Angeles County, property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31 A 10% penalty attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of one and one -half percent per month begins to accrue on November 1 The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in the office of the Los Angeles County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the Los Angeles County Recorder's office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements, or possessory interests belonging or assessed to the taxpayer B -3 -3 The following table details the City of Lynwood's property tax levies and collections for fiscal years 2007 through 2011 City of Lynwood Property Tax Levies and Collections Fiscal Years 2007 through 2011 Collected Within the Fiscal Year of Levy Amount Percent of Le $1,874,289 Taxes Levied Year Ended for the June 30 Fiscal Year Itl 2007 $2,016,965 2008 2,234,886 2009 2,340,660 2010 2,397,112 2011 2,286,742 Collected Within the Fiscal Year of Levy Amount Percent of Le $1,874,289 92.93% 2,113,315 94.56 2,113,570 90.30 2,184,554 91.13 2,251,225 98.45 (I)Amounts include City of Lynwood property taxes, redevelopment lax increment, and in -lieu vehicle license fees. Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Assessed Property Values The following table details the assessed value of the secured and unsecured real property within the City of Lynwood for fiscal years 2002 through 2011 Year Ended June 30 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 City of Lynwood Assessed Value of Taxable Property Fiscal Years 2002 through 2011 Assessed Value of Secured Real Property $1,528,055,464 1,671,971,257 1,700,226,428 1,820,917,165 2,000,066,760 2,238,327,262 2,481,915,598 2,614,631,562 2,706,675,448 2,618,600,509 Assessed Value of Unsecured Prooert v $60,097,988 79,682,144 76,819,836 76,884,821 78,080,903 79,689,348 82,205,276 83,586,372 85,898,270 74,915,976 Assessed Value of Tax- exempt or Unknown Prooertv $14,610,159 14,219,966 13,279,780 27,177,564 23,274,706 28,339,472 30,246,612 31,422,519 28,473,524 28,835,676 Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11. B -3-4 Total Assessed Value $1,602,763,611 1,765,873,367 1,790,326,044 1,924,979,550 2,101,422,369 2,346,356,082 2,594,367,486 2,729,640,453 2,821,047,242 2,722,352,161 Principal Taxpayers The following table lists the top ten property taxpayers in the City of Lynwood as of June 3 0, 2011 City of Lynwood Top Ten Property Taxpayers Outstanding Debt The City of Lynwood uses a variety of tax increment, revenue, and lease indebtedness to finance various capital acquisitions. The outstanding balances for indebtedness during fiscal years 2006 through 2011 are set forth in the following table. City of Lynwood Outstanding Debt Fiscal Years 2006 through 2011 (Amounts expressed in thousands, except Per Capita) Governmental Activities Business -Type Activities Fiscal Year Capital water Total Primary Percentage of Ended Tax Allocation BUD Loan Revenuc Leases Revenue Governmental Personal .June 30 Bonds Payable Bonds Payable Boris Debt Ineomc 2006 $13,615,000 $6,535.000 $11,445,000 $1,331,531 815.341,383 548.267,914 642 "5 2007 13,325,000 6,280.000 10,965,000 946,716 15,035,404 46,552,120 5 91 2008 13,020,000 6,010,000 10,475,000 495,431 14,709,425 44,709,856 5 53 2009 12,690,000 5,725,000 9,975,000 170,956 14,369,425 42,930,381 527 2010 12,335,000 5,425,000 9,460,000 0 20,984 291 48,204,291 6.02 2011 35,594,210 5.105,000 13,890,560 0 20,679,097 75,268,867 8.60 Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Percentage of Taxable Total Taxable Taxpayer Assessed Value Assessed Value St. Francis Medical Center $ 172,764,753 6.48% Placo Investment 40,645,508 1.53 Earl M. Jorgensen 23,192,497 0.87 2700 East Imperial Highway Inc. 21,596,124 0.81 Lynwood Alameda Corporation 19,851,707 0.74 Universal Molding Company 17,879,903 0.67 St. Francis Lynwood Medical Plaza 17,441,364 0.65 AN Lynwood Investment LLC 16,975,560 0.64 Atlantic Lynwood LLC 11,419,589 0.43 805 Property LLC 10,478.510 0.39 Total t.. $352,245,515 13.21% (1) Totals may not add due to rounding. Source. City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010-11. Outstanding Debt The City of Lynwood uses a variety of tax increment, revenue, and lease indebtedness to finance various capital acquisitions. The outstanding balances for indebtedness during fiscal years 2006 through 2011 are set forth in the following table. City of Lynwood Outstanding Debt Fiscal Years 2006 through 2011 (Amounts expressed in thousands, except Per Capita) Governmental Activities Business -Type Activities Fiscal Year Capital water Total Primary Percentage of Ended Tax Allocation BUD Loan Revenuc Leases Revenue Governmental Personal .June 30 Bonds Payable Bonds Payable Boris Debt Ineomc 2006 $13,615,000 $6,535.000 $11,445,000 $1,331,531 815.341,383 548.267,914 642 "5 2007 13,325,000 6,280.000 10,965,000 946,716 15,035,404 46,552,120 5 91 2008 13,020,000 6,010,000 10,475,000 495,431 14,709,425 44,709,856 5 53 2009 12,690,000 5,725,000 9,975,000 170,956 14,369,425 42,930,381 527 2010 12,335,000 5,425,000 9,460,000 0 20,984 291 48,204,291 6.02 2011 35,594,210 5.105,000 13,890,560 0 20,679,097 75,268,867 8.60 Source: City of Lynwood Comprehensive Annual Financial Report for Fiscal Year 2010 -11. Taxable Retail Sales ]TO BE COMPLETED WHEN STATE PROVIDES 2010 DATA:] Consumer spending in calendar year 2010 resulted in $ in taxable sales in the City of Lynwood, which is approximately _n /o below calendar year 2009 The following table describes the total taxable sales in the City of Lynwood for calendar years 2006 through 2010. City of Lynwood Taxable Retail Sales Calendar Years 2006 through 2010 (000s omitted) [TO BE COMPLETED WHEN STATE PROVIDES 2010 DATA:] Year Retail and Food Service Total Outlets 2006 $265,829 $315,881 2007 267,270 313,993 2008 253,817 310,176 2009 224,064 273,366 2010 Other Retail Group 30 172 Source: California State Board of Equalization. The following table describes the taxable sales in the City of Lynwood for each type of business for calendar year 2011 City of Lynwood Taxable Retail Sales for Each Type of Business Calendar Year 2010 (000s omitted) 2010 Motor Vehicle and Parts Dealers $ 13,441 Home Furnishings and Appliance Stores 11,845 Building Materials and Garden Equipment and Supplies 1,459 Food and Beverage Stores 31,537 Gasoline Stations 64,504 Clothing and Clothing Accessories Stores 9,627 General Merchandise Stores 6,511 Food Services and Drinking Places 52,625 Other Retail Group 30 172 Total Retail and Food Services $ 221,721 All Other Outlets 59152 Total All Outlets $ 280,873 (1) Totals may not add due to rounding. Source: California State Board of Equalization. ROX-1 Building Activity The following table summarizes building activity valuations in the City of Lynwood during the fiscal years 2006 through 2011 City of Lynwood Building Activity Valuations Fiscal Years 2006 through 2011 (000s omitted) Fiscal Year 2006 2007 2008 2009 2010 2011 Residential Valuation $31.496,56233 $33,692.76250 $21,587,27900 $18,541,92442 $ Z824.55425 $11,549,12740 Commercial Valuation $31.487.41733 $31.363,12850 $18,452,341.00 $5,655,96542 $12,93195925 525,117,88240 Total Valuation 562,983,979.66 $65,055,891.00 $40,039,620.00 $24,197,889.84 $20,756,513.50 $36,667,009.80 Source. City of Lynwood. [Remainder of Page Intentionally Left Blank] B -3 -7 APPENDIX C PROPOSED FORM OF SPECIAL COUNSEL OPINION Upon execution and delivery of the Certificates, Orrick, Herrington & Sutcliffe LLP, Special Counsel to the Local Agency, proposes to render theirfinal approving opinion with respect thereto in substantially the followingform. PTO BE PROVIDED BY BOND COUNSEL] C -1 APPENDIX D FORM OF LOCAL AGENCY CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement') is executed and delivered by and between the [LOCAL AGENCY] (the "Reporting Local Agency "), and Wells Fargo Bank, National Association, in its capacity as dissemination agent (the "Dissemination Agent"), in connection with the execution and delivery of the California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.R.I.P — Total Road Improvement Program), in an aggregate principal amount of $ (the "Certificates "). The Certificates are being executed and delivered Wells Fargo Bank, National Association, as trustee (the "Trustee "), pursuant to the provisions of that certain Trust Agreement, dated as of [MONTH] 1, 2012 (the "Trust Agreement "), by and among the California Statewide Communities Development Authority (the "Authority "), the Trustee, and the local agencies named therein, including the Reporting Local Agency, in order to provide funds to finance the acquisition, construction, and improvement of certain public improvements within the jurisdiction of the Reporting Local Agency The Reporting Local Agency and the Dissemination Agent hereby certify, covenant, and agree as follows: Section 1 Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the parties hereto for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2- 12(b)(5) promulgated under the Securities and Exchange Act of 1934 Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement and in the 2012 Installment Sale Agreement, dated as of [MONTH] 1, 2012 (the "2012 Installment Sale Agreement "`), by and between the Authority and the Reporting Local Agency, which apply to any capitalized terms used in this Disclosure Agreement, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Reporting Local Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" shall mean the date in each year that is nine (9) months after the end of the Reporting Local Agency's fiscal year, the end of which, as of the date of this Disclosure Agreement, is June 30. ]CONFIRM:] "Certificate Insurer" shall mean a New York stock insurance company, or any successor thereto or assignee thereof. "Dissemination Agent" shall mean, initially, Wells Fargo Bank, National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent that is so designated in writing by the Reporting Local Agency and has filed with the then - current Dissemination Agent a written acceptance of such designation. "Listed Events " shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Official Statement" means the Official Statement dated , 2012, relating to the Certificates. "Participating Underwriter" shall mean E. J De La Rosa & Co., Inc., the original underwriter of the Certificates required to comply with the Rule in connection with offering of the Certificates. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the Securities and Exchange Commission. Section 3 Provision of Annual Reports. (a) The Reporting Local Agency shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2013, provide to MSRB ]CONFIRM:] [and the Certificate Insurer] an Annual Report that is consistent with the requirements of Section 4 of this. Disclosure Agreement. Not later than 15 calendar days prior to said date, the Reporting Local Agency shall provide its Annual Report to the Dissemination Agent, if such Dissemination Agent is a different entity than the Reporting Local Agency The Annual Report must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as is prescribed by MSRB, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that any audited financial statements of the Reporting Local Agency may be submitted separately from the balance of the Annual Report, and not later than the date required above for the filings of the Annual Report. If the Reporting Local Agency's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The Reporting Local Agency shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished hereunder. The Dissemination Agent may conclusively rely upon such certification of the Reporting Local Agency and shall have no duty or obligation to review such Annual Report. (b) If the Reporting Local Agency is unable to provide to MSRB an Annual Report by the date required in subsection (a), the Reporting Local Agency shall send to MSRB a notice in substantially the form attached as Exhibit A. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. (c) The Dissemination Agent shall: provide any Annual Report received by it to MSRB by the date required in subsection (a); 2. file a report with the Reporting Local Agency and the Trustee (if the Dissemination Agent is other than the Trustee) certifying that the Annual Report has been provided to MSRB pursuant to this Disclosure Agreement and stating the date it was provided; and take any other actions mutually agreed upon between the Dissemination Agent and the Reporting Local Agency Section 4 Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: (a) Audited financial statements of the Reporting Local Agency, which include information regarding the funds and accounts of the Reporting Local Agency, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to D -2 time by the Governmental' Accounting Standards Board. If such audited financial statements are not available at the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information with respect to the Reporting Local Agency and the Certificates for the fiscal year to which the Annual Report relates, which information may be provided by its inclusion in the audited financial statements of the Reporting Local Agency for such fiscal year described in subsection (a) above: Principal amount of the Certificates outstanding (including principal amount and years of maturity of Certificates, if any, called for prepayment in advance of maturity) and any bonds or certificates of participation issued or executed and delivered, as applicable, to refund the same. 2. Balance in the funds and accounts established under the Trust Agreement or the 2012 Installment Sale Agreement. If the amount on deposit in the Reserve Subaccount applicable to the Reporting Local Agency held in the Reserve Fund is not equal to the applicable Reserve Fund Requirement, the amount of the delinquency or surplus, as applicable. A description of the status of construction of the Reporting Local Agency's Project, including (i) a description of any land use entitlements acquired or amended with respect to any portion of the Project during the period covered by the Annual Report, and (ii) any previously undisclosed legislative, administrative, orjudicial challenges to the development of the Project, if material. Any material changes to the Reporting Local Agency's allocation of Gas Tax Revenues and, if applicable, Measure I Receipts or Measure R Receipts, as applicable, or with respect to its expectations with regard to the anticipated or projected Gas Tax Revenues and, if applicable, Measure I Receipts or Measure R Receipts, as applicable. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Reporting Local Agency or related public entities, that are available to the public on MSRB's Internet Web site or filed with the SEC If the document included by reference is a final official statement, it must be available from MSRB. The Reporting Local Agency shall clearly identify each such other document so included by reference. .Section 5 Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Reporting Local Agency shall give, or cause to be given, not in excess of ten business days after the occurrence of any of the following events, notice of the occurrence of such event with respect to the Certificates: Principal and interest payment delinquencies. Non - payment related defaults, if material. Unscheduled draws on debt service reserves reflecting financial difficulties. D -3 4 Unscheduled draws on credit enhancements reflecting financial difficulties. Substitution of any credit or liquidity providers, or their failure to perform. 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security Modifications to rights of security holders, if material. 8. Certificate calls, if material, and tender offers. Defeasances. 10. Release, substitution, or sale of property securing repayments of the securities, if material. 11 Rating changes. 12. Bankruptcy, insolvency, receivership, or similar event of the Reporting Local Agency [this Listed Event is considered to occur when any of the following occur- the appointment of a receiver, fiscal agent, or similar officer for the Reporting Local Agency in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Reporting Local Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Reporting Local Agency]. 13 Consummation of a merger, consolidation, or acquisition involving the Reporting Local Agency or the sale of all or substantially all of the assets of the Reporting Local Agency, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. 14 Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Upon and after the occurrence of a Listed Event listed under subsection (a)(2), (a)(7), (a)(8), (a)(10), (a)(13), or (a)(14) above, the Reporting Local Agency shall as soon as possible determine if such event would be material under applicable federal securities laws. If the Reporting Local Agency determines that knowledge of the occurrence of such Listed Event would be material under applicable federal securities laws, the Reporting Local Agency shall file a notice of such occurrence with MSRB, with a copy to the Trustee, [CONFIRM:[ [the Certificate Insurer,] and the Participating Underwriter, within ten business days after the occurrence of such Listed Event. Such notice must be 'submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by, MSRB. (c) Within ten business days after the occurrence of any Listed Event (other than a Listed Event listed under subsection (a)(2), (a)(7), (a)(8), (a)(10), (a)(13), or (a)(14) above), the Reporting Local Agency shall file a notice of such occurrence with MSRB, with a copy to the Trustee, [CONFIRM:] [the D-4 kr Certificate Insurer,] and the Participating Underwriter Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. Section 6. Termination of Reporting Obligation. The obligations of the Reporting Local Agency and the Dissemination Agent specified in this Disclosure Agreement shall terminate upon the legal defeasance, prior prepayment, or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the Reporting Local Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7 Dissemination Agent. The Reporting Local Agency may from time to time appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Reporting Local Agency shall act as Dissemination Agent. The initial Dissemination Agent shall be Wells Fargo Bank, National Association. Section 8. Amendment; Waiver Notwithstanding any other provision of this Disclosure Agreement, the Reporting Local Agency may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to annual or event information to be provided hereunder, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Reporting Local Agency or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel have complied with the requirements of the Rule at the time of the primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by holders of the Certificates in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion of the Reporting Local Agency or nationally recognized bond counsel, materially impair the interest of Certificates owners. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the annual financial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Reporting Local Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to MSRB. LM A Section 9 Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Reporting Local Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Reporting Local Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Reporting Local Agency shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. hi the event of a failure of the Reporting Local Agency to comply with any provisions of this Disclosure Agreement any Participating Underwriter or any holder or beneficial owner of the Certificates, or the Trustee on behalf of the holders of the Certificates, may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Reporting Local Agency to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default under the Trust Agreement, and the sole.remedy under this Disclosure Agreement in the event of any failure of the Reporting Local Agency to comply with this Disclosure Agreement shall be an action to compel performance. Section 11 Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Reporting Local Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities that it may incur arising out of or in the exercise or performance of its duties as described hereunder, if any, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Reporting Local Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. The Dissemination Agent shall not be responsible in any manner for the format or content of any notice or Annual Report prepared by the Reporting Local Agency pursuant to this Disclosure Agreement. The Reporting Local Agency shall pay the reasonable fees and expenses of the Dissemination Agent for its duties as described hereunder. Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Reporting Local Agency, the Dissemination Agent, the Trustee, the Participating Underwriter and holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity [Remainder of Page Intentionally Left Blank] M Section 13. Counterparts. This Disclosure Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Date: [Closing Date] [REPORTING LOCAL AGENCY] M Authorized Signatory WELLS FARGO BANK, NATIONAL ASSOCIATION, as Dissemination Agent 0 D -7 Authorized Signatory EXHIBIT A TO CONTINUING DISCLOSURE AGREEMENT NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Obligor: [REPORTING LOCAL AGENCY] Name of Certificates: California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.R.I.P — Total Road Improvement Program) Date of Execution and Delivery- [Closing Date] NOTICE IS HEREBY GIVEN that the City of [REPORTING LOCAL AGENCY], California (the "Reporting Local Agency ") has not provided an Annual Report with respect to the above -named Certificates as required by the Cbminuing Disclosure Agreement, dated [Closing Date]. The Reporting Local Agency anticipates that the Annual Report will be filed by Dated: [REPORTING LOCAL AGENCY] an G31 Authorized Signatory a ' f. APPENDIX E SPECIMEN MUNICIPAL BOND INSURANCE POLICY [TO BE PROVIDED BY BOND INSURER] E -1 ATTACHMENTS GP DRAFT DATED 03 -28 -12 $[PRINCIPAL AMOUNT] CALIFORNIA COMMUNITIES TRANSPORTATION REVENUE (INSTALLMENT SALE) CERTIFICATES OF PARTICIPATION, SERIES 2012C (T.R.I.P — TOTAL ROAD IMPROVEMENT PROGRAM) [BPA DATE], 2012 CERTIFICATE PURCHASE AGREEMENT California Local Agencies As listed in Exhibit A hereto California Statewide Communities Development Authority 1100 K Street, Suite 101 Sacramento, California 95814 Ladies and Gentlemen: E. J De La Rosa & Co., Inc. (the "Underwriter "), offers to enter into this Certificate of Purchase Agreement (this "Purchase Contract ") with the local agencies identified in Exhibit A hereto (severally and not jointly) (each, a "Local Agency" and, collectively, the "Local Agencies ") and the California Statewide Communities Development Authority (the "Authority ") with regard to the California Communities Transportation Revenue (Installment Sale) Certificates of Participation, Series 2012C (T.R.I.P — Total Road Improvement Program) (the "Certificates "), which Purchase Contract, upon the acceptance hereof by the Local Agencies and the Authority, will be binding upon the Authority, the Local Agencies, and the Underwriter This offer is made subject to the written acceptance of this Purchase Contract by the Authority and the Local Agencies and the delivery of such acceptance to the Underwriter at or prior to 11:59 p.m., California time, on the date hereof, and, if it is not so accepted, such offer May be withdrawn by the Underwriter upon written notice to the Local Agencies and the Authority by the Underwriter at any time before its acceptance. The Authority is acting as sponsor of the California Communities' T.R.I.P — Total Road Improvement Program (the "Program ") and, pursuant to the 2012 Installment Sale Agreements (as defined herein), will appoint the Local Agencies agents with respect to certain aspects of such Local Agencies' participation in the Program. For all purposes under this Purchase Contract, each Local Agency shall be, and shall be deemed to be, acting severally and not jointly with any other Local Agency 1 Upon the terms and conditions and upon the basis of the representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase, and the Local Agencies and the Authority hereby agree to sell to the Underwriter for such purpose, all (but not less than all) of the $[PRINCIPAL AMOUNT] aggregate principal amount of the Certificates; which evidence and represent a proportionate and undivided interest in the Installment Sale Payments of each of the Local Agencies made pursuant to its respective 2012 Installment Sale Agreement, dated as of [MONTH] 1, 2012 (each, a "2012 Installment Sale Agreement" and, collectively, the "2012 Installment Sale Agreements "), by and between the applicable Local Agency and the Authority The purchase price of the Certificates shall be LIBD /2 522469 4 $ (representing the par amount of the Certificates, [less /plus] a net original issue [discount /premium] of $ , less an Underwriter's discount of $ ); it being acknowledged that the Underwriter will on the Closing Date, on behalf of the.Local Agencies, wire the $ aggregate premium for the Certificate Insurance Policy to the Certificate Insurer (each as hereinafter defined). directly, and deliver net proceeds to the Trustee in the amount of $ The Preliminary Official Statement with respect to the Certificates, dated [POS DATE], 2012 (the "Preliminary Official Statement "), as amended to conform to the terms of this Purchase Contract, and dated the date hereof, and with such changes and amendments as are mutually agreed to by the Authority, the Local Agencies, and the Underwriter, including the cover page, the appendices, and all information incorporated therein by reference, is herein collectively referred to as the "Official Statement." The Authority represents that it has deemed the sections of the Preliminary Official Statement entitled "THE AUTHORITY" and "NO LITIGATION — The Authority" to be final as of the date of Preliminary Official Statement, pursuant to Rule 15c2 -12 of.the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), and has delivered, or will deliver, a certificate to the Underwriter substantially in the form of Exhibit C -I attached hereto. Each Local Agency represents that it has deemed the Preliminary Official Statement to be final as of its date, except for (a) information regarding the Authority, the Certificate Insurer, and the Certificate Insurance Policy, (b) information relating to any other Local Agency, and (c) the omission of the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates and amounts of mandatory sinking fund payments, delivery dates, ratings, and identity of the purchasers and any.other terms of the Certificates relating to such matters and any other information permitted to be omitted by the Rule, and has delivered, orwill deliver, a certificate to the Underwriter substantially in the form of Exhibit C -2 attached hereto. 2. The Certificates shall mature on the dates and in the amounts, and shall evidence interest payable at the rates, set forth in Exhibit B hereto and as further described in.the Official Statement and shall be executed and delivered under and pursuant to the Trust.Agreement, dated as of [MONTH] 1, 2012 (the "Trust Agreement "), by and among the Authority, the Local Agencies,.and Wells Fargo Bank, National Association (the "Trustee "). Concurrently with the execution and delivery of the Certificates, [CONFIRM GLOBALLY:] [ a New York stock insurance company] (the "Certificate Insurer "), has agreed to deliver to the Trustee a municipal bond insurance policy (the `'Certificate Insurance. Policy "). ,The Certificate Insurance Policy will guaranty the scheduled payments when due of the principal and interest with respect to the Certificates. Capitalized terms used herein without definition shall have the , meanings given to such terms in the Trust Agreement. 3. The Underwriter shall make a bona fide public offering of all the Certificates at not in excess of the respective initial public offering prices to be set forth on the cover page of the Official Statement. The Underwriter reserves the right to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Certificates and to offer and sell the Certificates to certain dealers (including dealers depositing such, Certificates into investment trusts) and others at prices lower than the initial offering prices set forth on the cover page of the Official Statement. The Underwriter also reserves-the right to (i) overallot or effect transactions that stabilize or in the market prices of the Certificates at levels above those which might otherwise prevail in the open market and (ii) discontinue s'uch,stabilizing, if LIBD/2522469 4 commenced, at any time. "Public offering" shall include an offering to a representative number of institutional investors or registered investment companies, regardless of the number of such investors to which the Certificates are sold. 4 The Authority and each of the Local Agencies hereby authorizes, or has previously authorized, the use by the Underwriter of (i) the Trust Agreement, (ii) each respective 2012 Installment Sale Agreement, (iii) each respective Continuing Disclosure Agreement, dated as of the Closing Date (each, a "Local Agency Continuing Disclosure Agreement" and, collectively, the "Local Agency Continuing Disclosure Agreements "), by and between the applicable Local Agency and the Trustee, as dissemination agent, and (iv) each of the Preliminary Official Statement and the Official Statement, and any supplements or amendments thereto, and the information contained in each of such documents, in connection with the public offering and sale of the Certificates. The Authority will deliver to the Underwriter, within seven (7) business days after the date of this Purchase Contract and in sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, copies of the Official Statement in final form (including all documents incorporated by reference therein) and any amendment or supplement thereto in such quantities as the Underwriter may reasonably request in order to comply with the obligations of the Underwriter pursuant to the Rule and the rules of the Municipal Securities Rulemaking Board. As soon as practicable following receipt thereof from the Authority, the Underwriter shall deliver the Official Statement to the Municipal Securities Rulemaking Board. 5 At 8:00 a.m., Los Angeles time, on [MONTH] _, 2012, or at such other time or on such other business day as shall have been mutually agreed upon by the Authority, the Local Agencies, and the Underwriter (the "Closing Date "), the Authority will cause the Trustee to execute and deliver to the Underwriter at the office of or otherwise in care of The Depository Trust Company ( "DTC ") in New York, New York, or at such other place as the Authority and the Underwriter may mutually agree upon, the Certificates in fully- registered book -entry form, duly executed and registered in the name of Cede & Co., as nominee of DTC, and subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Certificates by wire transfer - payable in immediately available funds to or upon the order of the Authority at such place in Los Angeles, California, or New York, New York, as shall have been mutually agreed upon by the Authority and the Underwriter. Such delivery of and payment for the Certificates is referred to herein as the "Closing." The Certificates shall be made available for inspection by DTC at least one business day before the Closing. 6. The Authority represents, warrants, and covenants to the Underwriter that: (A) The Authority is a joint powers authority under Article I of Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California (the "State "). (B) The Authority has the legal right and power to execute and deliver, and to perform its obligations under, the Trust Agreement, the 2012 Installment Sale LIBD/2522469 4 Agreements, and this Purchase Contract (collectively, the "Authority Documents "). The Authority has duly authorized the execution and delivery of the,Certificates and the execution and delivery of, and performance of its obligations under, the Authority Documents and, as of the date hereof, such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective parties thereto, the Authority Documents will constitute legal, valid, and binding obligations of the Authority in accordance with.their respective terms, except as enforcement maybe limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, the application of equitable principles relating to or affecting creditors' rights generally, and limitations on remedies against public entities in California. The Authority has complied, and will at the Closing be in compliance in all respects, with its obligations under the Authority Documents. (C) The Certificates will be paid from Installment Sale Payments pursuant to the respective 2012 Installment Sale Agreements, which payments have been duly and validly authorized pursuant to applicable law (D) The Certificates will be executed and delivered in accordance with the Trust Agreement and will conform in all material respects to the descriptions thereof contained in the,Official Statement. The Trust Agreement creates a.valid pledge of, first lien upon, and security interest in, the pledged Installment Sale Payments. (E) The information in the sections of the Official Statement entitled "THE ,AUTHORITY" and "NO LITIGATION — The Authority" is true and correct in all material respects,'and such information does not contain any misstatement of any material fact and does not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading. (F) The Authority covenants with the Underwriter that for twenty -five (25) days after the Closing Date (the "Delivery Period "), if any event occurs that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriter thereof, and if in ihe�opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will cooperate with the. Underwriter in the preparation of an amendment or supplement to the Official Statement, at the expense of the Local Agencies, in a form and in a manner approved by the Underwriter (G) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effector consent to any such amendment or supplement without the consent of the Underwriter. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use. of the Official Statement in connection with the offering, sale, or distribution of the Certificates. LIBD/2522469.4 (H) If the Official Statement is supplemented or amended, the Official Statement, as so supplemented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (I) The Authority is not in breach of or in default under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent; or other agreement to which the Authority is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any of the foregoing. (J) The authorization, execution, and delivery by the Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, do not and will not conflict with or constitute a breach of or default by the Authority under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or other agreement to which it is bound or by which its properties maybe affected, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument, except as provided by the Authority Documents. .(K) No authorization, consent, or approval of, or filing or registration with, any Governmental Authority (as defined below) or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Authority of its obligations under, the Authority Documents, other than any authorization, consent, approval, filing, or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, execution, or delivery of the Certificates. All authorizations, consents; or approvals of, or filings or registrations with, any Governmental Authority or court necessary for the valid execution and delivery of, and performance by the Authority of its obligations with respect to, the Certificates will have been duly obtained or made prior to the execution and delivery of the Certificates (and disclosed to the Underwriter). As used herein, the term "Governmental Authority" refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body, or public benefit corporation. (L)' The Authority shall furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request at the expense of the Underwriter and /or the Local Agencies in order (i) to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Certificates for LIBD/2522469 4 investment under the laws of such states and other jurisdictions, and shall use its best efforts to continue such qualifications in effect so long as required' for the distribution of the Certificates; provided, however, that the Authority shall not be required to execute a general consent to service of process or qualify, to do business,in connection with any such qualification or determination in any jurisdiction. (M) To the knowledge of the Authority, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or.body, pending or threatened (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting, or seeking to prohibit, restrain, or, enjoin the execution and delivery of the Certificates or the execution or delivery of any of the Authority, Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the Authority Documents or the consummation of the transactions contemplated thereby or any proceeding of the Authority taken with respect to any of the foregoing, or contesting the exclusion of the portion of the Installment Sale Payments designated as and comprising interest-and received by the Owners of the Certificates from taxation or. contesting the powers of the Authority and its authority to pledge the Installment Sale Payments; (iii) that-may result in any material adverse change relating to the Authority that will materially adversely affect the Authority's ability to apply Installment Sale Payments to pay the Certificates when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (N) Other than in the ordinary course of its-business or as contemplated by the Official Statement, between the date of this Purchase Contract and the Closing Date the Authority will not, without the prior written consent.of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed,money,or incur any material liabilities, direct or contingent, payable from,or secured by a,pledge of the Installment Sale Payments. (0) Any certificate signed by any official or other representative of the Authority and delivered to the Underwriter pursuant to this Purchase Contract shall be deemed a representation and warranty by the Authority to the Underwriter as to the truth of the statements therein made. 7 Each Local Agency represents, warrants, and covenants to the Underwriter and the Authority, solely for itself and not on behalf of any other Local Agency, that: (A) The Local Agency is a municipal corporation of the State duly organized and validly existing under and by virtue of the Constitution and laws of the State. LIBD/2522469 4 (B) The Local Agency has the legal right and power to execute and deliver, and to perform its obligations under, the Trust Agreement, its applicable 2012 Installment.Sale Agreement, its applicable Local Agency Continuing Disclosure Agreement, and this Purchase Contract (collectively, with respect to such Local Agency, the "Local Agency Documents "). The Local Agency has duly authorized the execution and delivery of, and the performance of its obligations under, the Local Agency Documents and as of the date hereof such authorizations are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the respective parties thereto, the Local Agency Documents will constitute legal, valid, arid binding obligations of the Local Agency in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws, the application of equitable principles relating to or affecting creditors" rights generally, and limitations on remedies against public entities in California. The Local Agency has complied, and will at the Closing be in compliance in all respects, with its obligations under the Local Agency Documents. (C) The Installment Sale Payments payable under the 2012 Installment Sale Agreement have been duly and validly authorized pursuant to applicable law (D) The Certificates will be executed and delivered in accordance with the Trust Agreement and will conform in all material respects to the descriptions thereof contained in the Official Statement. The Trust Agreement creates a valid pledge of, first lien upon, and security interest in, the pledged Installment Sale Payments. (E) The information in the Official Statement (excluding any information with respect to the Authority, DTC, the book -entry only system, the Certificate Insurer, the Certificate Insurance Policy, and any Local Agencies other than such Local Agency) is true and correct in all material respects, and such information does not contain any misstatement of any material fact and does not omit any statement necessary to make the statements, in the light of the circumstances in which such statements were made, not misleading. (F) The Local Agency covenants with the Underwriter that, during the Delivery Period, if any event occurs that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state ,a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Local Agency shall notify the Underwriter thereof, and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Local Agency will I cooperate with the Underwriter and the Authority in the preparation of an amendment or supplement to the Official Statement, at the expense of the Local Agency or Local Agencies, as applicable, in a form and in a manner approved by the Underwriter (G) The Local Agency will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any 7 LIBDi25224694 such amendment or supplement without the consent of the Underwriter The Local Agency will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale, or distribution of the Certificates. (H) If the Official Statement is supplemented or amended, the Official Statement as so supplemented or amended, as of the date of such supplement-or amendment, will not contain any untrue statement of a material -fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (I) The Local Agency is not in breach of or in default.under any applicable constitutional provision, law, or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent, or otheragreement to which the Local Agency is a party, and no event has occurred and is continuing that, with the passage of time or the giving of notice, or both, would constitute'such a default or event of default under any of the foregoing. (J) The authorization, execution, and delivery by the Local Agency of the Local Agency Documents, and compliance by the Local Agency with the provisions thereof, do not and will not conflict with or constitute a breach of or default by -the Local Agency under any applicable constitutional provision, law, or administrative rule, or regulation of the State or the United States, or any applicable „judgment, decree, consent, or other agreement to which it is bound or by which its properties may be affected. (K) No authorization, consent, or approval of, or filing or registration with, any Governmental Authority or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Local Agency of its obligations under, the Local Agency Documents, other than any authorization, consent, approval, filing, or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale, execution, or delivery of the Certificates. (L) The Local Agency will furnish such information, execute such: instruments, and take, such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the.Certificates•fof offer and sale under the Blue Sky or other securities laws and regulations of such states and other. jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use their best efforts to continue such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that the Local Agency shall not be required to execute a general, consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. LIBD/2522469 4 (M) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending or, to the best knowledge of the Local Agency, threatened against the Local Agency (i) in any way questioning the existence of the Local Agency or the titles of the officers of the Local Agency to their respective offices; (ii) affecting, contesting, or seeking to prohibit, restrain, or enjoin the execution and delivery of the Certificates or the execution or delivery of any of the Local Agency Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the Local Agency Documents or the consummation of the transactions contemplated thereby or any proceeding of the Local Agency taken with respect to any of the foregoing, including, without limitation, the Local Agency's validation proceedings with respect to the Certificates and the Local Agency Documents, or contesting the exclusion of the portion of the Installment Sale Payments designated as and comprising interest and received by the Owners of the Certificates from taxation or contesting the powers of the Local Agency and its authority to pledge the Installment Sale Payments; (iii) that may result in any material adverse change relating to the Local Agency that will materially adversely affect the Local Agency's ability to pay Installment Sale Payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (N) Other than in the ordinary course of its business or as contemplated by the Official Statement, between the date of this Purchase Contract and the Closing Date the Local Agency will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Installment Sale Payments. (0) The financial information regarding the Local Agency contained in the Official Statement fairly present the financial position and results of the operations of the Local Agency as of the dates and for the periods therein set forth, and, to the best of the Local Agency's knowledge, the Local Agency's audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. (P) Any certificate signed by any official or other representative of the Local Agency and delivered to the Underwriter pursuant to this Purchase Contract shall be deemed a representation and warranty by the Local Agency to the Underwriter as to the truth of the statements therein made. (Q) Except as otherwise disclosed in the Official Statement, the Local Agency has not failed during the previous five (5) years to comply in all material respects with LIBD/2522469 4 any previous undertakings in a written continuing disclosure contract or agreement under the Rule. (R) To the extent permitted by law, the Local Agency agrees to indemnify and hold harmless the Authority and its officers, directors, agents, and employees against any and all losses, claims, damages, liabilities, and expenses arising out of any statement or information in the Preliminary Official Statement or in the Official Statement (other than statements or information specifically related to the Authority, the Program, DTC, the book -entry only system, the Certificate Insurer, the Certificate Insurance Policy, and any Local Agency other than such Local Agency,) that is untrue or incorrect in any material respect or that omits to state any material fact that is necessary to make such statement or information therein not misleading in any material respect. 8. The Underwriter has entered into this Purchase Contract inrreliance upon the representations, warranties, and covenants of the Authority and each of the Local Agencies contained herein and in the Authority Documents and the Local Agency Documents to which each of the Authority or each of the Local Agencies, as applicable, is a party, and the performance by the Authority and by each of the'Local Agencies of their respective'obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following further conditions: (A) The representations and warranties of the Authority and the Local Agencies contained herein shall be true, complete, and correct in all material respects on the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete, and correct in all material respects at the Closing; the Authority and each of the Local Agencies shall be in compliance with each of the agreements made by it in this Purchase Contract (unless such agreements are waived by the Underwriter); there shall not have occurred an adverse change in the financial position, results of operations, or financial condition of any of the Local Agencies that materially adversely affects the ability of any,of the Local Agencies to pay Installment Sale Payments when due or otherwise perform any of its obligations under the Local Agency Documents; and there shall not have occurred an adverse change in the financial position of the Authority that materially - adversely affects the ability of the Authority to make payments of principal and interest with respect to the Certificates when due or otherwise perform any of its obligations under the Authority Documents. (B) At the time of the Closing, the Authority Documents and the Local Agency Documents shall be in full force and effect, and shall not have been amended, modified, or supplemented (except as may be agreed to.in writing by the Underwriter); all actions that, in the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel to the Local Agencies ( "Special Counsel "), shall be necessary in connection with the transactions contemplated.hereby shall have been duly taken and shall be in full force and effect; and each Local Agency shall perform or shall have performed its obligation's to LIBD,'2522469 4 required under or specified in the Local Agency Documents to be performed at or prior to the Closing and the Authority shall perform or shall have performed its obligations required under or specified in the Authority Documents to be performed at or prior to the Closing. (C) At the time of the Closing, the Official Statement (as amended-and supplemented) shall be true and correct in all material respects, and shall not omit any statement or information necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (D) Except as disclosed in the Official Statement or in a schedule delivered to the Underwriter at the Closing, no decision, ruling, or finding shall have been entered by any court or Governmental Authority since the date of this Purchase Contract (and not reversed on appeal or otherwise set aside) that has any of the effects described in Section 8(F) hereof. (E) (i) No default by any Local Agency or the Authority shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note, or other evidence of indebtedness issued by any Local Agency or the Authority, respectively, and (ii) no bankruptcy, insolvency, or, other similar proceeding in respect of any Local Agency or the Authority shall be pending or, to the knowledge of each such Local Agency or the Authority, contemplated. (F) The Underwriter may terminate this Purchase Contract by written . notification to the Authority and the Local Agencies if at any time after the date hereof and prior to the Closing; (1) legislation shall have been enacted by the United States or the State or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation, or a temporary regulation shall have been published in the Federal Register or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal or State taxation upon revenues or other income or payments of the general character of the Certificates, which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Certificates; or (2) the United States shall have become engaged in hostilities that have resulted in a declaration of war or a national emergency or the President of the United States of America shall have committed the armed forces of the United States of America to combat so as to adversely affect the financial markets in the United States of America and that, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Certificates; or (3) there shall have occurred a general suspension of trading on the New York Stock Exchange, or a general banking moratorium shall have been declared 11 , LIBD/25224694 by Federal, California, or New York authorities having jurisdiction and being in force; or 4 (4) there shall have occurred an adverse change in the financial position, results of operations, or financial condition of any Local Agency that, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Certificates; or (5) any legislation, ordinance, rule, or regulation shall be introduced in, or be enacted by, any governmental body, department, or agency of the State, or a decision by any court of competent jurisdiction,within the State or any court of,the United States shall be rendered that, in the reasonable-opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (6) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or "a stop order, ruling, regulation, or official statement by, or all behalf of," the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, or sale of obligations of the general character of the Certificates, or the execution, delivery, offering; or sale of the Certificates, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Certificates, or the Certificates, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Trust Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (7) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, which restrictions materially adversely affect the ability of underwriters to trade obligations of the general character of the Certificates; or (8) any rating of the Certificates shall have been downgraded, suspended, or withdrawn by a national rating service, which, in %the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Certificates; or (9) the commencement of any action, suit, or proceeding described in Section 6(M) or 7(M) that, in the judgment of the Underwriter, materially adversely affects the market price of the Certificates; or (10) , any rating of the Certificate Insurer shall have been downgraded, suspended, or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or`market price of the Certificates; or 12 LIBD/2522469 4 (11) any event occurring, or information becoming known, that, in the reasohable judgment of the Underwriter, makes any statement or information contained in the Official Statement, as of its date, untrue in any material adverse respect, or has the effect that the Official Statement, as of its date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (G) At or prior to the Closing, the Underwriter shall receive the following documents: (1) the opinion of Special Counsel, dated the Closing Date, in substantially the form included in the Official Statement as Appendix C, addressed to the Local Agencies (and accompanied by reliance letters to the Authority, the Underwriter, the Trustee, and the Certificate Insurer); (2) a supplemental opinion of Special Counsel, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter, to the effect that: (i) the Certificates are not subject to registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, provided that no opinion shall be expressed with respect to the Certificate Insurance Policy; (ii) this Purchase Contract has been duly executed and delivered by each Local Agency and is a valid and binding agreement of each Local Agency; and , (iii) the statements contained in the Official Statement under the captions "INTRODUCTION," "THE CERTIFICATES," "SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES," "TAX MATTERS," "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS,- and "APPENDIX C — PROPOSED FORM OF SPECIAL COUNSEL OPINION," insofar as such statements expressly summarize certain provisions of the Trust Agreement, the 2012 Installment Sale Agreements, the Certificates, and the opinion of Special Counsel concerning certain federal tax matters relating to the Certificates, are accurate in all material respects; (3) an opinion of counsel to each Local Agency, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority, the Underwriter, and the Certificate Insurer, to the effect that: (i) the Local Agency is a municipal corporation duly organized and validly existing under and by virtue of the laws of the State; 13 LIBD/2522469 4 (ii) the Local Agency has full legal power and lawful authority to enter into the Local Agency Documents; (iii) the resolution of the Local Agency,approving'and authorizing the execution and delivery of the Local Agency Documents and approving the Official Statement (the "Local Agency Resolution ") was duly adopted at a meeting of the city council or other governing body of the Local Agency that was called and held pursuant to law and with all public.notice required by law and at which a quorum was present and acting throughout, and the Local Agency Resolution is in full force and effect and has not been modified, amended, or rescinded as of the Closing Date;; (iv) , the Local Agency Documents have been duly authorized, executed, and' delivered by the Local Agency and, assuming due authorization, execution, and delivery by the other parties thereto, such documents constitute the legal, valid, and binding agreements of the Local Agency enforceable in accordance with their terms, subject to laws relating to bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and "the application of equitable principles if equitable remedies are sought; (v) the execution and delivery by the Locat Agency of the Local Agency Documents, and compliance by,the Local Agency with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, court decree, resolution, or agreement to which the Local Agency is subject to or by which it is bound; (vi) nothing has come to such counsel's attention that would lead such counsel to believe that the Official Statement (excluding therefrom financial information and other statistical data included in the Official Statement, and any information with respect to any Local Agencies other than such Local Agency, the Authority, the Program, DTC, the book -entry only system, the Certificate Insurer, or the Certificate Insurance'Policy, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein,, in the light of'the circumstances under which they were made, not misleading; (vii) except as otherwise disclosed in,the Official Statement, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending or, to the best knowledge of such counsel, threatened against the Local Agency (a) in any way questioning the existence of the Local Agency or the titles of the officers of the Local Agency to their respective offices; (b) affecting, contesting, or seeking to prohibit, restrain, or enjoin the execution and delivery of the Certificates or any of the Local Agency Documents, or the payment or collection of any amounts pledged or to be pledged to pay the Installment Sale Payments or the principal and interest with respect to the Certificates, or in any 14 LIBD/2522469 4 way contesting or affecting the validity of the Certificates or the Local Agency Documents or the consummation of the transactions contemplated thereby or any proceeding of the Local Agency taken with respect to any of the foregoing, or contesting the exclusion of the interest payable with respect to the Certificates from taxation or contesting the powers of the Local Agency and its authority to pledge the Installment Sale Payments; (c) that may result in any material adverse change relating to the Local Agency that will materially adversely affect the Local Agency's ability to pay the Installment Sale Payments when due; or (d) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (viii) no additional authorization, approval, consent, waiver, or any other action by any person, board, or body, public or private, not previously obtained is required as of the Closing Date for the Local Agency to enter into the Local Agency Documents, or to perform its obligations thereunder; (4) an opinion of Special Counsel, as counsel to the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter and the Certificate Insurer, to the effect that: (i) the Authority is a joint powers agency organized and existing under the laws of the State of California; and (ii) the resolution of the Authority approving and authorizing the execution and delivery of the Authority Documents and approving the Official Statement (the "Authority Resolution') was duly adopted at a meeting of the governing body of the Authority The Authority Resolution is in full force and effect and has not been amended, modified or rescinded; (5) a letter from Goodwin Procter LLP, Los Angeles, California, counsel to the Underwriter ( "Underwriter's Counsel "), dated the Closing Date, addressed to the Underwriter, to the effect that, based upon its participation in the preparation of the Official Statement as Underwriter's Counsel and without having undertaken to determine independently the fairness, accuracy, or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of the date of the Closing, the Official Statement (excluding therefrom the reports, financial and statistical data and forecasts therein, the-information with respect to DTC and the book -entry system, the information with respect to the Certificate Insurer and the Certificate Insurance Policy, and the information included in the Appendices thereto, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 15 LIBD/2522469 4 (6) a certificate of each Local Agency, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that: (i) the representations, warranties, and covenants of the Local Agency contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date as if made on the-Closing Date and the Local Agency has complied with all of the terms and conditions of the Purchase Contract required to be complied with by the City at or prionto the Closing Date; (ii) the Local Agency has complied with all Ihe agreements and satisfied all the conditions on its part to be performed "or satisfied at or prior to the Closing Date pursuant to the Purchase Contract with respect to the execution and delivery of the Certificates; (iii) to the best knowledge of the Local,Agency, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the Local Agency, affecting the existence of the Local Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit„ restrain, or enjoin the sale, execution, or delivery of the Certificates or contesting or affecting, as to the Local Agency, the validity or enforceability of the Certificates, the Local Agency Documents or contesting.the tax,exempt status of interest represented by the Certificates, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official. Statement, or contesting the powers of the Local Agency or any authority for the execution and delivery of the Certificates, or in any way contesting or challenging the consummation of the transactions contemplated under the Local Agency Documents, or, except as disclosed in the Official Statement; that might result in a material adverse change in the financial condition of the.Local Agency or materially adversely affect (A) the Local Agency's expenditure authority under California Constitution Article XIX and Streets and Highways Code'Section 2101 or its rights to receive gas tax apportionment from the Highway Users Tax Fund, or (B) if applicable, the Local Agency's rights to receive and expend revenues allocated to the Local Agency by the Los Angeles County Metropolitan Transportation Authority ( "MTA ") that are derived from a retail transactions and use tax imposed in the County of Los Angeles; California, pursuant to Division 12 (Section 130350 et seq.) of the Public Utilities, Code of the State of California and Ordinance No. 08 -01 „the Traffic Relief and'Rail Expansion Ordinance, adopted by MTA on July 24, 2008; and approved by at least two - thirds of electors voting on such proposition in the November 4, 2008 election, as supplemented and amended, or (C) if applicable, the Local Agency's rights to receive and expend revenues allocated to the.Local Agency by the San Bernardino County Transportation Authority ( "SBCTA ") that are derived from a retail transactions and use tax imposed in the County of San Bernardino, California, pursuant to Division 12 (Section 130350 et seq.) of the Public Utilities Code of the State of California and Ordinance No. 04 -01, 16 L1BD/2522469.4 adopted by SBCTA on June 2, 2004, and approved by at least two - thirds of electors voting on such proposition in the 20_ election, as supplemented, and amended, nor is there any basis known to the Local Agency for any such action, suit, proceeding, inquiry, or investigation, wherein an unfavorable decision, ruling, or finding would materially adversely affect the authorization, execution, delivery, or performance by the Local Agency of the Local Agency Documents or the execution by the Trustee of the Certificates; (iv) no event affecting the Local Agency has occurred since the date of the Official Statement that has not been disclosed therein or in any supplement or amendment thereto, which event should be in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) between the date of the Purchase Contract and the Closing Date, the Local Agency has not offered or issued any bonds, notes, or other obligations for borrowed money, or incurred any material liabilities, other than with the written consent of the Underwriter, nor has there been any adverse change of a material nature in the financial position, results of operations, or condition, financial or otherwise, of the Local Agency; (7) a certificate of the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that: (i) the representations and warranties of the Authority contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) there has been no material adverse change in the financial condition or results of operations of the Authority from the date of the Official Statement to the Closing Date; (8) a certificate, dated the date of the Preliminary Official Statement, from the Authority addressed to the Underwriter, in the form attached hereto as Exhibit C -1 and a certificate, dated the date of the Preliminary Official Statement, from each Local Agency addressed to the Underwriter, in the form attached hereto as Exhibit C -2, (9) an opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, the Authority, and the Certificate Insurer, to the effect that: , (i) the Trustee is a national banking association and is validly existing, duly qualified to do business and in good standing under the laws of each jurisdiction in which the performance of its duties under the Trust Agreement and the Local Agency Continuing Disclosure Agreements (collectively, the "Trustee Documents ") would require such qualification and 17 LI13D/2522469 4 has the requisite power and authority to execute, deliver and perform its obligations under the Agreements; (ii) the Trustee is duly eligible and qualified'to act as Trustee under the Trust Agreement; (iii) the Trustee has all requisite power, authority and legal right to execute and deliver the Trustee Documents and to perform its obligations under the Trustee Documents, and has taken all necessary corporate action to authorize the execution and delivery of and the performance of its obligations under the Trustee Documents; (iv) the Trustee has duly executed and delivered the Trustee Documents. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Trustee Documents are the legal, valid and binding agreements of,the Trustee enforceable against the Trustee in accordance with their terms, except to the extent enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization,.moratorium, fraudulent conveyance and other similar laws affecting creditors' rights and remedies heretofore or hereafter enacted, and (B) the application of equitable principles and the exercise of judicial discretion in appropriate cases; (v) the Certificates have been duly executed -and delivered by the Trustee; (vi) the execution, delivery and 'performance, of the Trustee Documents by the Trustee and the consummation of the transactions contemplated thereby do not and will not (a) to the knowledge of such counsel, conflict with or result in a breach or violation of any of the terns or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument.to which the Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee or any, of its subsidiaries is subject, (b) result in any violation of the provisions of the charter, articles of association, by -laws, or applicable resolutions of the Trustee, or (c) to the knowledge of such counsel, result in any violation of any statute or any order, rule, or regulation of any court or - government agency or body having jurisdiction over the Trustee or any of its properties or assets; and (vii) to the knowledge of such counsel, there are no actions, proceedings or investigations pending or threatened against the Trustee before any court, administrative agency or tribunal (a) asserting the invalidity of the Trustee Documents, (b) seeking to prevent the consummation of any of the transactions contemplated thereby, or (c) that -might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of the Trustee Documents; W. LIBD/2522469 4 (10) a certificate, dated the Closing Date, signed by a duly authorized officer of the Trustee, to the effect that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the necessary power to enter into, accept, and administer the trusts created under the Trust Agreement and to execute and deliver the Certificates to the Underwriter; (ii) the Trustee Documents have been duly authorized, executed, and delivered by a duly authorized officer of the Trustee, and the execution, delivery, and performance of the Trustee Documents has been duly authorized by all necessary action of the Trustee; ' (iii) the Trustee Documents constitute the legal, valid, and binding obligations of the Trustee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (iv) the Certificates have been duly executed and delivered by a duly authorized officer of the Trustee; (v) no consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Trustee Documents or the performance by the Trustee of its'duties and obligations under the Trustee Documents; (vi) the execution and delivery by the Trustee of the Trustee Documents and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution, or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order, or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty, or agreement need be made by such counsel with respect to any federal or State securities or blue sky laws or regulations); (vii) the Trustee's action in executing and delivering the Trustee Documents will not contravene the articles or bylaws of the Trustee and is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect „and such action does not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and 19 LIBD/2522469.4 (viii) there is no action, suit, proceeding,; or investigation, at law or in equity, before or by any court or governmental agency, public board, or body that has been served on the Trustee, or to the best knowledge of the Trustee, threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting, or affecting the validity or enforceability of the.Trustee Documents or contesting the powers of the Trustee or its authority to enter into and perform its obligations thereunder; (11) certified copies of each Local Agency Resolution, the Authority Resolution, and an incumbency resolution of the Trustee; (12) copies each of the Authority Documents, the Local Agency Documents, the Trustee Documents, and the Official Statement, duly executed and delivered by the respective parties thereto; (13) . tax certificates ofthe Authority.and of each Local Agency, each in form satisfactory to Special Counsel, signed by an appropriate officer of each of the Authority and each Local Agency; (14) evidence satisfactory to the Underwriter that the Certificates shall have received the Certificate Insurance Policy by the Certificate Insurer that unconditionally guarantees the timely payments of all debt service with respect to the Certificates; (15) an opinion of counsel to the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel, and Underwriter's Counsel, with respect to, among other matters, the Certificate Insurance Policy; (16) a certificate of the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel, and Underwriter's Counsel, with respect to, among other matters, the Certificate Insurance Policy; (17) a no- default certificate of the Certificate Insurer, in form and substance satisfactory to the Underwriter, Special Counsel, and Underwriter's Counsel, (18) , evidence that the underlying, rating on the Certificates of "_" by Standard & Poor's Ratings Services is in full force and effect on the Closing Date; (19) evidence that rating on the Certificates of "" by Standard & Poor's Ratings Services as a result of the Certificate Insurance Policy provided'by the Certificate Insurer is in full force and effect on the Closing Date; (20) copies of the statements with respect to the sale of the Certificates required'to be delivered to the California Debt and Irivestment Advisory Commission pursuant to Section 8855 of the California Government Code; 20 LIBD/2522469.4 O AGENDA STAFF R DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APRROVED BY: Roger Haley, City Managel�� PREPARED BY: Sarah Withers, Community Development 'recta Bruno Naulls, Redevelopment Associate SUBJECT: Public Hearing to Adopt Levy on PBID Annual Assessment for FY 13 Recommendation: Staff respectfully requests that following the conclusion of the Public Hearing, the City Council approve and adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ADOPTING THE RESOLUTION OF THE PBID ADVISORY BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2012 -2013 FISCAL YEAR FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT." Background: 1. Pursuant to Section 36500, et. sec. of the Streets and Highway Code of the State of California, on November 27, 1985, Ordinance 1262 was adopted into law establishing the Parking and Business Improvement District (PBID). PBID assessments are levied as a fair and equitable way to provide funds to maintain, operate, and improve business areas in the City. 2. The fundamental purpose of the PBID is to promote the economic revitalization and physical maintenance of the Lynwood business community. 3. Section 3 of the ordinance identifies the PBID Area as all of the territory within the boundaries of the City of Lynwood. 4. Section 4a of the ordinance established the system of charge and the method each business would be assessed. The mandated levy to be imposed annually is 50% of the business license tax to all businesses located within the PBID area. ITEM 9 5. The proposed use of these funds was submitted for approval to the PBID Advisory Board on February 14, 2012. The PBID Board approved the report for the expenditure of the PBID funds for the fiscal year 2012 -2013, having determined that the use is beneficial to the business community. 6. On March 6, 2012, the City Council approved the PBID report and resolution for use of funds having concurred with the PBID Board that the use is beneficial to the business community. 7. As a result, Council set the date of the public hearing for April 3, 2012 at 6pm in the City Council Chambers to allow for any public comment and protests, whether oral or verbal concerning the intended use of funds. 8. On March 15, 2012, pursuant to section 36534(b) of the CSHC, the City fulfilled its requirement of publishing the resolution of intention once in a newspaper of general circulation in the City not Ies than seven (7) days before the public hearing. 9. At the close of the public hearing, unless protests are submitted that collectively represent 50% or more of the proposed annual assessment amount to be imposed, the Council may adopt a resolution to levy the annual assessment. Discussion & Analysis: Based on the PBID assessment revenue to date, the anticipated revenue for FY 13 will be approximately $135,000. The PBID Board in its meeting of Wednesday, February 14, 2012 accepted a presentation from staff regarding the proposed use of FY 13 revenues and voted to present to City Council a spending recommendation of $296,000. The $161,000 of unused funds from FY 12 will be used to cover remaining cost associated with FY 13 appropriations. Funds assessed in the District will be used to benefit the businesses. The spending plan adopted by the PBID Board is based on the needs of the District as determined by the completion of a Needs Assessment to identify costs and issues involved with maintaining and improving the City's business areas. The report approved by the PBID Board includes spending plan for FY 13 projects as follows: • Commercial Area Fagade Improvement Program: $266,000 • Maintenance of the surveillance cameras: $30,000 SPENDING PLAN: A summary of the spending plan as well as the proposed activities and budget for the new fiscal period are provided below: 2 Commercial Area Facade Improvement Program Certain areas of the City's business community require a plan of action to promote economic revitalization. Master planning and facade improvements provide the tools and guidance needed to bring about change in economically depressed areas. The Plan is a blueprint, which may include facade improvements, zoning enhancements, signage, landscape and streetscape guidelines, architectural requirements, special events, as well as plans or concepts to market the existing businesses in Lynwood, and attract new business to our City. The estimated cost of the Commercial Area Enhancement Program is as follows: • Improvements and signage $200,000 • Special events $ 50,000 • Marketing $ 6,000 • Master plan $ 10,000 Total cost for FY 13 should not exceed $266,000. Surveillance Camera Maintenance Surveillance cameras have had a positive impact on the Lynwood business community. Crime has substantially been reduced which allows business owners to operate more efficiently throughout the year. Crime includes theft, graffiti and vandalism. The presence of cameras is a deterrent and if a crime occurs, the conviction rate increases with the ability to identify those responsible. The cost to maintain the cameras is approximately $30,000 per year. Past Expenditures: FY 12 Due to the nature of the expenditures requested in the previous fiscal year's fund allocation, funds have not been fully expended and must be carried into FY 13. A summary of the FY 12 spending plan and status is as follows: Fund Use Amount 1. Commercial Area Enhancement Program - $161,000 Status: The guidelines for the Facade Program are complete and it is anticipated to be launched this year. The Master Planning of the Atlantic corridor is progressing. The increase in revenue will make the Pilot Program more effective in its initial year of service to the business community once activated. 3 2. Surveillance Camera Maintenance - $30,000 Status: The billing for the maintenance will not be submitted until early 2012. The funds were required to be in place in order to effectuate the maintenance agreement. 3. Street Sweeper Maintenance Contract - $25,000 Unused funds: The estimated fund carry over from FY 12 appropriated funds is $161,000, including the project budgets listed above. The amounts stated in this report are estimates and the costs may be more or less than indicated. Fiscal Impact: The annual PBID assessment is billed through the Business License System, with annual renewals mailed out in December of each year. The proposed expenditures for FY 13 are approximately $135,000 with carryover of approximately $161,000, totaling $296,000 to cover costs associated with FY 13 proposed fund appropriations. It is estimated that a PBID assessment equal to 50% of the annual Business License Fee will result in sufficient revenue to cover the identified costs that are exclusively for the benefit of the Parking and Business Improvement District as mandated by Ord. #1262. Coordinated With: Finance Department City Attorney City Manager's Office Attachments: Resolution Newspaper announcement of PBID hearing RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ADOPTING THE RESOLUTION OF THE PBID ADVISORY BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2012 -2013 FISCAL YEAR FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT WHEREAS, pursuant to Section 36500, et. sec. of the Streets and Highway Code of the State of California (CSHC), on November 27, 1985, Ordinance 1262 was adopted into law establishing the Parking and Business Improvement District (PBID); and WHEREAS, the proposed use of these funds has been submitted for approval to the PBID Advisory Board and, on February 14, 2012, the PBID Advisory Board approved the report for the expenditure of the PBID funds for the fiscal year 2012 -2013, having determined that the use is beneficial to the business community; and WHEREAS, on March 6, 2012, the City Council approved the report for use of funds and was required to schedule a public hearing to allow for any public comment and protests, whether oral or verbal conceming the intended use of funds pursuant to Sections 36524 and 36525 of the CSHC; and WHEREAS, as a result, the City Council set the date of the public hearing for Tuesday, April 3, 2012 at a regularly scheduled City Council meeting in the Council Chambers at Lynwood City Hall; and WHEREAS On March 15, 2012, pursuant to section 36534(b) of the CSHC, the City fulfilled its requirement of publishing the resolution of intention once in a newspaper of general circulation in the City not les than seven (7) days before the public hearing; and WHEREAS, at the closing of the Public Hearing, protests received collectively represented less than 50% or more of the proposed annual assessment amount, the City Council may adopt a resolution to levy the annual assessment. NOW, THEREFORE, IT IS RESOLVED BY THE LYNWOOD CITY COUNCIL AS FOLLOWS: Section 1. The City Council hereby finds that the above recitals and true and correct. Section 2. The City Council, after conducting a duly- noticed public hearing and considering all verbal and written evidence, hereby finds the proposed assessments, as described in the report from the PBID Advisory Board's February 14, 2012 meeting, appropriate for the collection and expenditure of the PBID funds for fiscal year 2012 -2013, having determined that the use is beneficial to the business community. As such, the City Council hereby adopts the resolution for the levy of assessments within the PBID area for fiscal year 2012 — 2013, as mandated in Ordinance 1262 sec. 4a. Section 3. The improvement and activities to be funded by the assessments shall include the following: Commercial Area Fagade Improvement Program: $266,000 Maintenance of the surveillance cameras: 30,000 Total Allocation: $296,000 Section 4. The City Manager, or his designee, is hereby authorized to sign all documents necessary and appropriate to carry out the intent of the adopted PBID resolution on the behalf of the City. Section 5. This resolution becomes effective immediately upon adoption. APPROVED AND ADOPTED this 3`d day of April, 2012. ATTEST: Maria Quinonez City Clerk Jim Morton Mayor Roger Haley City Manager 2 APPROVED AS TO FORM Fred Galante City Attorney APPROVED AS TO CONTENT: Sarah M. Withers Director of Community Development L r� =a AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City ManagC PREPARED BY: Maria Quinonez, City Clerk Kristina Santana, Deputy City CI rk SUBJECT: Lynwood City Council Minutes Recommendation: Staff recommends the Lynwood City Council approve the following minutes: • Regular Meeting — March 6, 2012 • Regular Meeting — March 20, 2012 Background: N/A Discussion & Analysis: N/A Fiscal Impact: N/A Coordinated With: N/A AGENDA ITEM I0 LYNWOOD CITY COUNCIL REGULAR MEETING March 6, 2012 The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road on the above date at 5:10 p.m. Mayor Morton presiding. Council Members Castro, Rodriguez, Santillan -Bess, Alatorre and Morton were present. Also present were City Manager Haley, City Attorney Galante, City Clerk Quinonez and City Treasurer Hernandez. City Clerk Quinonez announced that the Agenda had been duly posted in accordance with the Brown Act. Item #6. PRESENTATIONS /PROCLAMATIONS • Safe Communities Month Proclamation The City Council presented the Safe Communities Month Proclamation to Lieutenant Chavez. • Sheriff Captain Joseph M. Gooden — Update on Law Enforcement Issues Lieutenant Chavez reported the Contract Cities showcase of the City of Lynwood's K9 Program, a homicide near Lynwood Park, and a shooting. He reported on the success of the park monitoring through video surveillance. He reported a resident who was taken into custody after arming himself and barricading himself in his apartment. He also reported the Department's anti - cruising campaign in the City. Lastly, he reported that burglaries in the City were down 13% because of the Department's aggressive strategy against it. Upon questioning from Council Member Castro, he stated that the Sheriffs Department does have an active social media investigation department. • City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3(D)) Mayor Pro Tern Alatorre reported attending the Water Replenishment District Budget hearing. Item #7. COUNCIL RECESS TO: CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOOD REDEVELOPMENT AGENCY 5:26 p.m. 1 LYNWOOD HOUSING AUTHORITY 5:30 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Harry Gibbens commented on the federal Let's Move Program. He encouraged the Council to research the program and help parents help their children live a healthy life. He provided flyers and information to the Council. PUBLIC ORAL COMMUNICATIONS Frank P. Calderon commented on the discussion by Department Heads during the council meetings and on the pocket parks in the City. He stated that the discussion was a violation of the Brown Act and that the pocket parks were breeding grounds for gang activity. Antonio Munguia commented on the new Walmart in Downey. He stated his support for that type of development in Lynwood. He stated he was in support of moving the City Council start time to 6pm. Roxanne Romero spoke on behalf of the American Cancer Society. She asked for the City's non financial endorsement of Proposition 29. Abel Garcia stated that he was the President of Las Caltecas en el Estranjero and he invited the Council to attend an event at Plaza Mexico in which a federal delegation from Mexico would attend. Keith Curry stated that he was the Interim CEO for the Compton Community College District and invited residents and council members to the Compton Community College District redistricting. public hearing on March 21 s` at 6pm. He handed flyers to the City Clerk. Joaquin Mesinas commended Lynwood staff member Rita Manibusan for her hard work and for her staffs hard work. He recommended that the Council take steps to make sure that City employees are recognized for their efforts. Lastly, he stated that he was in support of moving the City Council start time to 6pm. Margaret Araujo reminded everyone to support the Lady Knights on their playoff run. She expressed her support for pocket parks in the City. She expressed her gratitude for the progress the City has made. She expressed her support for large retail development in Lynwood. She commended the City Council for their positive behavior. Lorene Reed commended Jonathon Colin and his staff for their professionalism on handling a matter for her. z CONSENT CALENDAR It was moved by Council Member Rodriguez, seconded by Council Member Castro, to approve the consent calendar and receive and file staff reports. AYES: COUNCILMEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #8. MINUTES OF PREVIOUS MEETINGS: Regular Meeting — February 7, 2012 Item #9. APPROVAL OF THE WARRANT REGISTER RESOLUTION NO. 2012.042 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #10. CLAIM FOR DAMAGES BY NICOLE WILLIAMS Claim denied. Item #11. INTENT TO LEVY PBID ANNUAL ASSESSMENT RESOLUTION NO. 2012.043 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE REPORT OF THE PBID BOARD SETTING THE ASSESSMENT AGAINST BUSINESS ENTERPRISES IN THE PARKING AND BUSINESS IMPROVEMENT DISTRICT FOR THE 2012 -2013 FISCAL YEAR AND FIXING THE TIME AND PLACE FOR THE PUBLIC HEARING FOR THE LEVY OF THE ASSESSMENT PURSUANT TO THE APPROVED REPORT Item #12. Mayor Pro Tern Alatorre pulled Item #12 — PROPOSED STREET IMPROVEMENT PROJECTS FOR THE 2012 MEASURE R BOND FUNDS Mayor Pro Tem Alatorre asked for clarification on abbreviations and technical terms in the staff report for this item. Council Member Castro suggested that public works staff meet with Mayor Pro Tern Alatorre to learn about how streets are chosen, in which order and what funds could be 3 used, and asked that the information be provided to the rest of the Council via green memo. It was moved by Council Member Castro, seconded by Mayor Pro Tern Alatorre, to approve the staff recommendation to adopt the following resolution. RESOLUTION NO. 2012.044 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE STREET IMPROVEMENT PROJECTS TO BE FUNDED BY THE ISSUANCE OF PROPOSED 2012 MEASURE R BONDS THROUGH THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #13. LOS ANGELES GATEWAY INTEGRATED REGIONAL WATER MANAGEMENT AUTHORITY REPRESENTATIVES RESOLUTION NO. 2012.045 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPOINTING THE DIRECTOR OF PUBLIC WORKS (BOARD MEMBER) AND THE UTILITIES DIVISION MANAGER (ALTERNATE) AS THE CITY'S REPRESENTATIVES TO THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER MANAGEMENT AUTHORITY Item #14. Council Member Castro pulled Item #14 — FIRST READING OF PROPOSED AMENDMENT TO ORDINANCE — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AMENDING ARTICLE 10, ARTICLE 80 AND APPENDIX A OF CHAPTER 25 OF THE LYNWOOD MUNICIPAL CODE RELATING TO ANTENNAS INCLUDING THE CONSTRUCTION, MODIFICATION OR PLACEMENT OF WIRELESS COMMUNICATION FACILITIES Council Member Castro stated that she was concerned because she wants to make sure that the gas company is charged for the airspace that they use. After discussion by Council, it was moved by Council Member Castro, seconded by Council Member Rodriguez, to continue the item to be brought back with research from the City Attorney's Office regarding revenue possibilities. AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON N NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #15. ADOPTION OF SPECIFICATIONS, WORKING DETAILS AND AUTHORIZATION FOR INFORMAL BIDDING PROCESS FOR THE NEW PEDESTRIAN IMPROVEMENT PROJECT FY 2011 -2012 RESOLUTION NO. 2012.046 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, ADOPTING THE SPECIFICATIONS AND WORKING DETAILS FOR THE NEW PEDESTRIAN IMPROVEMENT PROJECT, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSFER $75,000 OF UNAPPROPRIATED TRANSPORTATION DEVELOPMENT ACT (TDA) ARTICLE 3 FUNDS TO THE NEW PEDESTRIAN IMPROVEMENT PROJECT FY 2011 -2012 AND AUTHORIZING THE DEPARTMENT OF PUBLIC WORKS ENGINEERING STAFF TO SOLICIT BIDS THROUGH THE INFORMAL BID PROCESS Item #16. Council Member Rodriguez pulled Item # 16 — CONTRACT AWARD FOR VALVE AND HYDRANT TESTING, REHABILITATION AND INFORMATION MANAGEMENT PROJECT AND FUND TRANSFER Council Member Rodriguez asked for clarification of the bid process from staff. After discussion by Council, it was moved by Council Member Rodriguez, seconded by Mayor Morton, to approve the staff recommendation to adopt the following resolution. RESOLUTION NO. 2012.047 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AWARDING A CONTRACT MUELLER SERVICE COMPANY AS THE APPARENT LOWEST RESPONSIBLE BIDDER, IN THE AMOUNT NOT -TO- EXCEED $152,700 FOR THE VALVE AND HYDRANT TESTING, REHABILITATION AND INFORMATION MANAGEMENT PROJECT AND AUTHORIZE THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSFER $190,875 FROM THE UNAPPROPRIATED WATER FUND TO A NEW PROJECT ACCOUNT; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #17. CONTRACT AWARD FOR CORRELATOR BASED LEAK DETECTION STUDY f.1 RESOLUTION NO. 2012.048 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AWARDING A CONTRACT M.E. SIMPSON COMPANY INCORPORATED AS THE APPARENT LOWEST RESPONSIBLE BIDDER, IN THE AMOUNT NOT -TO- EXCEED $19,485.41 FOR THE CORRELATOR BASED LEAK DETECTION STUDY AND AUTHORIZE THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSFER $19,500 FROM UNAPPROPRIATED WATER FUND TO ACCOUNT NUMBER 6051.45.450.62015; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT Item #18. WATER SYSTEM MASTER PLAN, SANITARY SEWER MANAGEMENT PLAN AND GIS SYSTEM UPDATES; PROJECT NO. 4011.67.922 RESOLUTION NO. 2012.049 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AWARDING A CONTRACT, IN THE MOUNT NOT -TO- EXCEED $202,499 TO INFRASTRUCTURE ENGINEERING CORPORATION, FOR THE PREPARARTION OF UPDATES FOR THE WATER SYSTEM MASTER PLAN, SANITARY SEWER MANAGEMENT PLAN, AND GIS SYATEM; PROJECT NO. 4011.67.922 AND AUTHORIZING THE MAYOR TO EXECUTER THE AGREEMENT Item #19. ADOPTION OF PLANS, CONTRACT DOCUMENTS AND WORKING DETAILS FOR JOSEPHINE AVENUE IMPROVEMENT PROJECT (FROM LONG BEACH BLVD TO BULLIS ROAD); PROJECT NO. 4011.67.870 RESOLUTION NO. 2012.050 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ADOPTING THE PLANS, CONTRACT DOCUMENTS AND WORKING DETAILS FOR THE JOSEPHINE AVENUE IMPROVEMENT PROJECT, PROJECT NO. 4011.67.870; AND AUTHORIZING THE DEPARTMENT OF PUBLIC WORKS' ENGINEERING STAFF TO SOLICIT BIDS Item #20. Mayor Pro Tern Alatorre pulled Item #20 — APPROVING A ONE YEAR EXTENSION TO THE AGREEMENT BETWEEN THE CITY AND CITY OF INGLEWOOD TO PROVIDE PARKING CITATION AND COLLECTION SERVICES Mayor Pro Tem Alatorre questioned the timing of the agenda item. After discussion by Council, it was moved by Mayor Pro Tern Alatorre, seconded by Mayor Morton, to reduce the contract term to six months, pending the review of the noticing procedure. Council Member Castro made a subsequent motion to change the contract to a month to month term and have staff go out for an RFP. She clarified that the maximum amount of time to extend the contract is for six months. Council Member Santillan -Bess seconded the subsequent motion. City Attorney Fred Galante read the proposed change to the resolution. He stated that the title of the resolution would be changed to say "on a month to month not to exceed six months" and also a similar revision to the third whereas clause. RESOLUTION NO. 2012.051 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE EXTENSION OF THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND THE CITY OF INGLEWOOD TO PROVIDE PARKING CITATION SERVICES AND COLLECTION SERVICES TO JANUARY 31, 2013; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT TO AVOID INTERRUPTING SERVICES; AND AUTHORIZING STAFF TO ISSUE A REQUEST FOR PROPOSAL TO ENSURE THAT THE CITY RECEIVES THE MOST COST EFFECTIVE PARKING COLLECTION AND CITATION PROCESSING SYSTEM AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE NEW /OLD BUSINESS Item #21. PROPOSED MODIFICATION OF CITY COUNCIL MEETING START TIME City Manager Roger Haley introduced the item regarding the proposed modification of the city council meeting start time. It was moved by Mayor Pro Tern Alatorre, seconded by Mayor Morton, to approve the change of Council start time to 6pm. Council Member Castro stated that her concern with moving the start time of the council meetings is having meetings drag on for too long. She stated that everyone is given the opportunity to submit letters to be read at the council meetings, if they cannot attend the meeting. City Attorney Fred Galante stated that the city council start time would have to be changed by ordinance but could be implemented before the ordinance is passed. Mayor Pro Tern Alatorre amended his motion to have the City Attorney draft an ordinance changing the council meeting start time to 6pm. Mayor Morton seconded the motion. AYES: COUNCIL MEMBERS RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: COUNCIL MEMBER CASTRO ABSTAIN: NONE ABSENT: NONE Item #22. FISCAL YEAR 2011 -12 MID -YEAR BUDGET REVIEW City Manager Roger Haley introduced the item regarding the Fiscal Year 2011 -12 Mid - Year Budget Review. City Attorney Fred Galante stated, "There is one correction to the attachment to the resolution, it's on page 2. The item was added in error under State COPS Program, item #12, 'discusses approval of appropriation from $113,000 to $88,000', that is suggested to be removed because it was added in error ". After discussion by Council, it was moved by Council Member Santillan -Beas, and seconded by Council Member Castro, to approve the staff recommendation to adopt the resolution, along with the City Attorney's correction. RESOLUTION NO. 2012.052 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE FY 2011 -12 MID -YEAR BUDGET REVIEW REPORT AND BUDGET ADJUSTMENTS TO FY 2011 -12 BUDGET AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE Item #23. WEEKEND GRAFFITTI CONTRACT EXTENSION City Manager Roger Haley asked Council to pull this item and bring it back to the next meeting. It was moved by Council Member Rodriguez, seconded by Council Member Castro and passed by general consent, to pull the item to the next city council meeting. Item #24. JOINT USE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND THE LYNWOOD UNIFIED SCHOOL DISTRICT D Director of Community Services and Parks & Recreation Perry Brents introduced the item regarding the Joint Use Agreement between the City of Lynwood and the Lynwood Unified School District. City Attorney Fred Galante announced that the resolution and exhibit were not attached to the agenda but distributed at the council meeting, and available for the audience. He asked Deputy Director Jose Trejo to read the exhibit of the draft agreement into the record. It was moved by Council Member Rodriguez, seconded by Mayor Morton, to approve the staff recommendation to adopt the following resolution. Deputy Director Jose Trejo read the follo wing list of City facilities included in the agreement: Bateman Hall, park facilities, sport complex, Community Center, gymnasium, Youth Center, and the Natatorium. He then read the following list of District facilities included in the agreement: Performing Art Center, all school site playgrounds, available cafeterias, classrooms, gymnasiums and sport complexes. RESOLUTION NO. 2012.053 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE THE ATTACHED AGREEMENT BETWEEN THE CITY OF LYNWOOD AND LYNWOOD UNIFIED SCHOOL DISTRICT AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER SANTILLAN -BEAS Item #25. REQUEST FROM TRUE VINE MISSIONARY BAPTIST CHURCH TO WAIVE FEES FOR USE OF THE LYNWOOD SENIOR CENTER Director of Community Services and Parks & Recreation Perry Brents introduced the item regarding the request from True Vine Missionary Baptist Church to waive fees for use of the Lynwood Senior Center. It was moved by Council Member Santillan -Bess, seconded by Council Member Rodriguez, to approve the fee waiver. Sandra McLeod spoke on behalf of the True Vine Missionary Baptist Church. After discussion by Council, Council Member Santillan -Beas pulled her motion. After further discussion, it was moved by Council Member Rodriguez, seconded by Council Member Castro, to table the item to the following city council meeting so that the organization could provide the necessary information to the City Council. AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, ALATORRE AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: NONE CITY COUNCIL ORAL AND WRITTEN COMMUNICATION Council Member Santillan -Beas requested updates on the garage conversion sweep and on the code enforcement overtime spent on yard sales at the next city council meeting. She commented on coordination with staff to decrease the problems seniors are experiencing at the Senior Center. Council Member Rodriguez suggested increasing the cost of the yard sale permits in order to offset the cost of code enforcement overtime. He reminded everyone that the city council meetings take place every first and third Tuesday of the month. Council Member Castro commented on used mattresses and reminded staff that the Council appreciates everything they do. She announced that due to her pregnancy she was put on bed rest and will only be available to attend council meetings until her due date of June 14tH Mayor Pro Tern Alatorre thanked the audience for attending the council meeting and for staying until the council oral portion of the agenda. He commented on the yard sales and his suggestion to make mailed citations look more official. Mayor Morton thanked everyone for attending the meeting and expressed his appreciation for the community's input. He commented on the new council meeting time, on waiving fees, on eliminating discretionary funds and on garage conversions. He advised staff to make sure that applicants for fee waivers understand the requirements and are fully qualified before they get to council. CLOSED SESSION City Attorney Fred Galante announced that the Council would recess to discuss two closed session items on the City Council agenda. The Council recessed to closed session at 7:29 p.m. The City Council reconvened at 8:37 p.m. 10 City Attorney Fred Galante stated that the Council met in closed session and with respect to the following matters: Item #26. CLOSED SESSION ITEMS A. Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9 CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Former Maintenance Worker Miguel Figueroa The City Council held a discussion and no reportable action was taken. ADJOURNMENT Having no further discussion, it was moved by Council Rodriguez, seconded by Mayor Pro Tern Alatorre, and carried to adjourn the regular Lynwood City Council meeting at 8:38 p.m. Jim Morton, Mayor 11 Maria Quinonez, City Clerk LYNWOOD CITY COUNCIL REGULAR MEETING March 20, 2012 The City Council of the City of Lynwood met in a regular meeting in the Council Chambers, 11330 Bullis Road on the above date at 6:06 p.m. Mayor Morton presiding. Council Members Castro, Rodriguez, Santillan -Bess, and Morton were present. Council Member Alatorre was absent. Also present were City Manager Haley, City Attorney Galante, City Clerk Quinonez and City Treasurer Hernandez. City Clerk Quinonez announced that the Agenda had been duly posted in accordance with the Brown Act. Item #6. PRESENTATIONS /PROCLAMATIONS • Association of Los Angeles Deputy Sheriffs Sheriff Captain Gooden presented a plaque to the City Council on behalf of the Association of Los Angeles Deputy Sheriffs. • Sheriff Captain Joseph M. Gooden — Update on Law Enforcement Issues Sheriff Captain Gooden stated that he liked the city council start time change because he would be available to attend the meetings at the new time. He reported an across the board 14% decrease in crime in the City. He reported on two murders and stated that they were anomalies and did not have to happen. He stressed the importance of not trying to intervene or stop a crime from happening. He advised the public to be a good witness to a crime instead of a victim of a crime. He stated that three out of the four homicides that occurred in Lynwood this year could have been avoided. He stated that the Sheriffs Department is going out into the community and advising residents to be witnesses instead of victims. He stated that his biggest concerns are property crimes and crimes of opportunity and the COPS team will work to continue the current success in these areas. Lieutenant Chavez reported on the Department's positive reinforcement program where deputies would be giving out free Home Town Buffet kids meal vouchers to the community. • CicLAvia "Car Free" Walk/Bike Ride Aaron Paley introduced the CicLAvia concept to the Council and stated that several south east la cities such as Huntington Park and South Gate are working together to try to create a CicLAvia route for next 1 year. He invited everyone to attend the next CicLAvia event in Los Angeles on April 15"'. He left postcards and flyers with the City Clerk. City Council Members Reporting on Meetings Attended (Gov. Code Section 53232.3 (D)) Mayor Morton reported attending the Greater Lynwood Chamber of Commerce Grand Opening and asked City Treasurer Hernandez to speak about the event. City Treasurer Hernandez thanked the Council for being a part of the event and stated that the Chamber is looking forward to growing. He also announced that the first official meeting would take place on April 24tH Item #7. COUNCIL RECESS TO: p.m. CITY OF LYNWOOD AS THE SUCCESSOR AGENCY TO THE LYNWOODREDEVELOPMENT AGENCY 6:29 LYNWOOD HOUSING AUTHORITY 6:32 p.m. PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items Only) Margaret Araujo stated that she was planning on commented on Item #17, but since it was pulled, instead she wanted to thank the Council and staff and everyone who showed their support for the Greater Lynwood Chamber of Commerce Grand Opening. PUBLIC ORAL COMMUNICATIONS Shelly Krinitt commented on the use of her warehouse properties in feature films and television. She asked the Council for their support in lowering the permit fees to a level comparable to other cities. She provided informational items to the City Clerk. Frank P. Calderon recommended that the City Council install a security surveillance system in the Senior Center. He provided a copy of his comments to the City Clerk. Pearline Calderon stated that she supported Mr. Calderon's suggestion to install surveillance cameras in the Senior Center in order to improve public safety. She provided a copy of her comments to the City Clerk. Irene Garcia stated that the pocket park on 108th and Santa Fe is welcomed though overdue. She stated that she had a bad trolley ride experience and she asked the Council to look into the matter. Joaquin Mesinas commented on Item #15 - CONSULTING SERVICES CONTRACT EXTENSION FOR AAE, INC. DBA INFRASTRUCTURE ENGINEERS. He asked Council to look for another company that could provide the same service. He also FRI commented on Item #17 - SOLID WASTE DISPOSAL CONTRACT EXTENSION. He stated that the Council had pulled the item for the second time and this was raising a red flag. He recommended that the Council go out for an RFP for the trash contract. Suzette Vega stated that s he was the vice president of a student organization at California State University Dominguez Hills. She commented on her student organization and asked the Council to waive the room rental fee for Bateman Hall. Rod White commented on the proposed water rate increase by Park Water Company. He asked for the Council's support to stop the extreme water rate increase. Mayor Morton asked the City Manager to meet with Mr. White to find out what the City could do to help. Paulette Bradley thanked the Council for hiring the new graffiti cleanup crew. She said that she no longer has to report graffiti to Ramon. She also thanked everyone who supported the Mardi Gras event. Antonio Munguia stated that he supported Mr. White and asked the City to do so as well. He also commended the graffiti cleanup crew. PUBLIC HEARINGS Item #8. PROPERTY NUISANCE ABATEMENT - 11634 LOUISE AVENUE (APN # 6188- 005 -010) City Manager Roger Haley introduced the item regarding the property nuisance abatement on 11634 Louise Avenue (APN# 6188- 005 -010). It was moved by Council Member Castro, seconded by Council Member Rodriguez, to open the public hearing. It was moved by Council Member Santillan -Beas, seconded by Council Member Rodriguez, to close the public hearing and approve the staff recommendation to adopt the attached resolution. RESOLUTION NO. 2012.054 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD DETERMINING THAT A NUISANCE IS BEING MAINTAINED ON CERTAIN REAL PROPERTY, COMMONLY KNOWN AS 11634 LOUISE AVENUE, LYNWOOD, CA, AND IDENTIFIED AS TAX ASSESSOR'S BOOK NO. 6188, PAGE 005, PARCEL NO. 010 IN THE CITY OF LYNWOOD AND DIRECTING THE ABATEMENT THEREOF AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON 3 NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE CONSENT CALENDAR It was moved by Council Member Rodriguez, seconded by Council Member Castro, to approve the consent calendar and receive and file staff reports: AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #9. MINUTES OF PREVIOUS MEETINGS: Regular Meeting — February 21, 2012 Item #10. APPROVAL OF THE WARRANT REGISTER RESOLUTION NO. 2012.055 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFORE Item #11. REQUEST FOR PROPOSAL- CONTRACT FOR BUILDING PLAN - CHECK AND BUILDING INSPECTION SERVICES Item #12. City Manager Roger Haley pulled Item #12 — CLAIM FOR DAMAGES BY SHEILA HARDING City Manager Roger Haley stated that the item needed to be pulled for further staff investigation. Item #13. Council Member Santillan -Bess pulled Item #13 — LYNWOOD TROLLEY BUS SERVICE CONTRACT Council Member Santillan -Bess asked if sixty days would be sufficient time to return to Council with a recommendation. She also recommended that staff ride undercover on the Trolley to make sure they are operating properly. Public Works staff member Paul Nguyen stated that it would be sufficient time. 4 After discussion by Council, it was moved by Council Member Santillan -Beas, seconded by Council Member Rodriguez, to approve the staff recommendation to adopt the attached resolution. RESOLUTION NO. 2012.056 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE A 90 -DAY CONTRACT EXTENSION FOR THE LYNWOOD TROLLEY BUS SERVICES CONTRACT WITH MV TRANSPORTATION AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #14. CALIFORNIA DEPARTMENT OF TRANSPORTATION, DIVISION OF TRANSPORTATION PLANNING — GRANT PROPOSAL AND DESIGNATION OF AUTHORIZED AGENT RESOLUTION NO. 2012.057 ENTITLED: A RESOLUTION OF THE CITY OF LYNWOOD AUTHORIZING THE CITY MANAGER OF THE CITY OF LYNWOOD TO EXECUTE AGREEMENTS WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION Item #15. CONSULTING SERVICES CONTRACT EXTENSION FOR AAE, INC. DBA INFRASTRUCTURE ENGINEERS RESOLUTION NO. 2012.058 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT AMENDMENT NO. 3, WITH AAE, INC., (DBA INFRASTRUCTURE ENGINEERS), PROVIDING A CONTRACT TIME EXTENSION AT A COST NOT -TO- EXCEED $50,000; AND AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACT AMENDMENT Item #16. PROPOSED FOURTH AMENDMENT TO LEASE WITH BULLETIN DISPLAYS NEW /OLD BUSINESS Item #17. City Manager Roger Haley pulled Item #17 — SOLID WASTE DISPOSAL CONTRACT EXTENSION Mayor Morton announced that this item was pulled from the agenda for further review. s Item #18. CERTIFICATION, REVIEW, AND GRANTING OF UTILITY USERS' TAX EXEMPTIONS FOR CALENDAR YEAR 2012 It was moved by Council Member Castro, seconded by Council Member Rodriguez, to approve the staff recommendation to adopt the attached resolution. RESOLUTION NO. 2012.059 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE CERTIFIED LIST OF UTILITY USERS' TAX EXEMPTIONS FOR THE PERIOD OF JANUARY 1, 2012 THROUGH DECEMBER 31, 2012, AND GRANTING EXEMPTIONS TO THE INDIVIDUALS ON THE CERTIFIED LISTS AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #19. APPROVAL OF REQUEST FOR PROPOSAL FOR DIAL -A -RIDE TRANSPORTATION SERVICES Director of Community Services and Parks and Recreation Perry Brents introduced the item regarding the approval of the Request for Proposal for Dial -A -Ride Transportation Services. It was moved by Council Member Castro, seconded by Council Member Rodriguez, to approve the staff recommendation to adopt the attached resolution. RESOLUTION NO. 2012.060 ENTITLED: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO APPROVE THE REQUEST FOR PROPOSALS FOR DIAL -A -RIDE TRANSPORTATION SERVICES AND DIRECT STAFF TO SOLICIT PROPOSALS FROM QUALIFIED TRANSPORTATION COMPANIES AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #20. REVIEW OF BOARD AND COMMISSION MEMBERS City Clerk Maria Quinonez introduced the item regarding the review of Board and Commission members. 0 Council Member Castro nominated Evelia Hernandez to the Community Development Block Grant Board, Arthur Martinez Jr. to the Public Safety/Traffic & Parking Commission, Paulette Bradley to the Personnel Board, and Kenneth West to the Planning Commission. AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #21. GRAFFITI ABATEMENT CONTRACT EXTENSION City Manager Roger Haley introduced the item regarding the Graffiti Abatement Contract Extension. It was moved by Council Member Rodriguez, seconded by Council Member Castro, to approve option one and direct staff to extend the current weekend graffiti abatement contract for seven years for an amount not -to- exceed $46,800 annually for the first two years and a five percent CPI cap thereafter. AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE Item #22. APPROVING A ONE YEAR EXTENSION TO THE AGREEMENT BETWEEN THE CITY AND CITY OF INGLEWOOD TO PROVIDE PARKING CITATION AND COLLECTION SERVICES City Manager Roger Haley introduced the item regarding approving a one year extension to the agreement between the City and the City of Inglewood to provide parking citation and collection services. After discussion by Council, it was moved by Council Member Rodriguez, seconded by Council Member Castro, to direct staff to do further research regarding the contract cancellation and bring it back to the next council meeting. AYES: COUNCIL MEMBERS CASTRO, RODRIGUEZ, SANTILLAN -BEAS, AND MORTON NOES: NONE ABSTAIN: NONE ABSENT: COUNCIL MEMBER ALATORRE W CITY COUNCIL ORAL AND WRITTEN COMMUNICATION Council Member Santillan -Beas thanked the Greater Lynwood Chamber of Commerce as well as staff involved with the event for doing a great job and heading into the right direction. She commented on the water rates and expressed her hope that the City could help fight the rate increases. She commented on the graffiti cleanup company and stated that she was glad that residents are noticing their great work. She asked for statistics on the amount of work the graffiti company completes compared to City staff. Lastly, she commented on the trash contract and stated that she preferred going out to RFP and including a weekly bulky item pickup around the City. Council Member Rodriguez congratulated the Chamber of Commerce and stated that he is now a member. He reminded everyone to attend the city council meetings held on the first and third-Tuesday of the month at 6pm. Council Member Castro commented on the Lynwood N' Perspective. She suggested a partnership with the new Greater Lynwood Chamber of Commerce to showcase local businesses. She said she liked the new newsletter format where important council decisions were summarized. Lastly, she apologized for missing the new Greater Lynwood Chamber of Commerce Grand Opening. Mayor Morton thanked everyone for attending the meeting and submitting their input to make Lynwood a better place. He stated that the Council's interest is in the people of Lynwood. He commented on the Greater Lynwood Chamber of Commerce Grand Opening. He thanked the Sheriffs Department for the plaque. He requested that a Lynwood Families City Parks Bill of Rights be included in the next City Council agenda. CLOSED SESSION City Attorney Fred Galante announced that the Council would recess to discuss two closed session items on the City Council agenda and one closed session item on the Lynwood Successor Agency agenda. The Council recessed to closed session at 7:33 p.m. The City Council reconvened at 8:07 p.m. City Attorney Fred Galante stated that the Council met in closed session and with respect to the following matters: Item #23. CLOSED SESSION ITEMS A. With respect to every item of business to be discussed in closed session pursuant to Section 54956.9: �A CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (subdivision (a) of section 54956.9:) 1. Name of Case: County of Los Angeles vs. Bulletin Displays, and Cross - Complaint City of Lynwood vs. County of Los Angeles, Los Angeles Superior Court, Case No. BC448153 The City Council held a discussion, by motion of Council Member Rodriguez, seconded by Council Member Castro, with the motion being approved by a 4 -0 vote with Mayor Pro Tern Alatorre being absent, the Council directed the City Attorney's Office to pursue entering into a confidential joint defense agreement with Bulletin Displays whereby Bulletin Displays would assign its interest in the case to the city and further limit the city's exposure to any liability subject to a confidential joint defense agreement. B. With respect to every item of business to be discussed in closed session pursuant to Section 54956.8: CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APN 6173- 002 -906 Negotiator: Roger L. Haley, City Manager; Fred Galante, City Attorney Negotiating Parties: M &A Gabaee and City of Lynwood as Successor to LRA Under Negotiation: Price and terms Council Member Santillan -Beas abstained and left the closed session room. The City Council and Lynwood Successor Agency to the Lynwood Redevelopment Agency provided direction and no reportable action was taken. ADJOURNMENT Having no further discussion, it was moved by Council Member Rodriguez, seconded by Mayor Morton, and carried to adjourn the regular Lynwood City Council meeting at 8:09 p.m. Jim Morton, Mayor W Maria Quinonez, City Clerk AGENDA STAFF O ; DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: Robert S. Torrez, Assistant City Manage Amanda Roberson, Controller /Audit Manager Lilly Hampton, Accounting Technician SUBJECT: Approval of the Warrant Register Recommendation: Staff respectfully recommends that the Lynwood City Council approve the warrant register for April 3, 2012, ITEM I I vchlist Voucher List Page: 1 0312812012 10:45:30AM City of Lynwood EFT Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 1046 2/212012 003354 CALPERS 506 MEDICAL PREMIUM 212012 7151.35.355.62015 32,669.06 1011.20140 169,565.70 Total: 202,234.76 1047 2/29/2012 005859 ADAMS, LUTHER 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 271.44 Total : 271.44 1048 2129/2012 005861 CABARET, MARILYN 312012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 560.20 Total: 560.20 1049 2/2912012 005862 COBB, LAFEVEVA 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 157.32 Total: 157.32 1050 2/29/2012 006336 DELGADO, ARTHUR 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 222.10 Total : 222.10 1051 2/29/2012 005864 DRIVER, CELESTE 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 222.10 Total : 222.10 1052 2/2912012 005865 DUARTE, RAMONA 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 157.32 Total : 157.32 1053 2129/2012 005866 FLORES, RICHARD 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 933.22 Total: 933.22 1054 2129/2012 005867 GREEN, CYNTHIA 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 760.00 Total : 760.00 Page: 1 vchlist Voucher List Page: 2 03/28/2012 10:45:30AM City of Lynwood EFT Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 1055 2/29/2012 000799 LORNA HAWKINS 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 431.57 Total; 431.57 1056 2/29/2012 006915 HERNANDEZ, MARIA 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 381.26 Total: 381.26 1057 2/29/2012 005982 MC CLOUD, WILLIAM 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 174.30 Total: 174.30 1058 2/29/2012 005870 MC CONNAUGHEY, JOHN 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 812.00 Total : 812.00 1059 2129/2012 005871 MILLS, GILBERT 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 746.40 Total: 746.40 1060 2/29/2012 005873 NELSON, ELLA 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 430.64 Total: 430.64 1061 2/29/2012 005983 FRANCISCO NUNO DENIZ 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 654.58 Total : 654.58 1063 2/29/2012 005874 REEVES, CRAWFORD 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 222.10 Total: 222.10 1064 2/29/2012 005984 ROBERSON, MAURICE 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 157.32 Total: 157.32 1065 2/29/2012 006233 SANCHEZ, HELEN 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 157.32 Page: 2 vchlist 0312812012 10:45:30AM Voucher List City of Lynwood EFT Page: 3 Bank code : apbank Voucher Date Vendor Invoice PO # Description /Account Amount 1065 2/29/2012 006233 006233 SANCHEZ, HELEN (Continued) Total: 157.32 1066 2/29/2012 006071 SARAVIA, CESAR 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 654.58 Total: 654.58 1067 2/29/2012 007290 SOTO, MARICRUZ 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 807.23 Total: 807.23 1068 2/29/2012 005875 SYMONDS, CHARLES 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 545.35 Total : 545.35 1069 2/29/2012 006304 WALLACE. BENJAMIN 3/2012 REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 909.54 Total : 909.54 23 Vouchers for bank code : apbank Bank total : 212,602.65 23 Vouchers in this report Total vouchers : 212,602.65 Page: 3 vchlist 03/28/2012 11:01:02AM Bank code: apbank Voucher Date Vendor 1062 2/29/2012 006209 OCHOA, MIKE 1 Vouchers for bank code: apbank 1 Vouchers in this report Voucher List City of Lynwood Invoice 3/2012 PO # Description /Account REIMB- RETIREE MEDICAL EXPEN 7151.35.355.62015 Total: Bank total Total vouchers Page: .4 Amount 381.26 381.26 381.26 381.26 Page: 4 w: vchlist Voucher List Page: 5 03/14/2012 1:25:48PM City of Lynwood PRE —PAID CHECKS Bank code: apbank Voucher Date Vendor Invoice PO # DescriptionlAccount Amount 170101 3/14/2012 003349 DELTA DENTAL 3/2012 DENTAL PREMIUM 3/2012 1011.20140 17,116.11 7151.35.355.62015 2,947.06 Total: 20,063.17 170102 3/14/2012 007566 HERNANDEZ, EDWIN 2/2012 ELECTRONIC /MEDIA -AUTO EXPENSES 1011.20.110.60030 250.00 1011.20.110.60025 250.00 Total: 500.00 170103 3/14/2012 000163 SO CALIF EDISON COMPANY 1119- 2122 -2012 LIGHT & POWER SERVICE 2651.45.425.65001 461.31 2051.45.430.65001 1,376.51 1124- 2/24 -2012 LIGHT & POWER SERVICE 2051,45.430.65001 123.85 2651.45.425.65001 1,875.54 2701.45.610.65001 22.64 Total: 3,859.85 170104 3/14/2012 000164 THE GAS CO. 1/19- 2/17 -2012 GAS SERVICES 1011.35.330.65005 164.90 Total: 164.90 170105 3/14/2012 001302 U.S. BANK CORP.PAYMENT SYSTEMS 1/17- 2114 -2012 BANKCARD CHARGES 1011.25.205.64399 54.99 1011.10.101.64015 1,542.90 1011.10.101.64399 157.00 1011.10.101.65040 135.00 1011.25.205.65040 194.40 1011.25.205.64015 190.00 6051.30.315.64399 70.95 1011.15.105.64399 39.99 1011.35.330.64399 23.17 1011.35.335.62025 204.79 2451.45.626.65020 394.89 1011.45.405.64015 705.60 Page: 5 vchlist Voucher List Page: 6 03114/2012 1:25:48PM City of Lynwood PRE —PAID CHECKS Bankcode: apbank Voucher Date Vendor Invoice Po # Description /Account Amount 170105 3/1412012 001302 001302 U.S. BANK CORP.PAYMENT SYSTEMS (Continued) Total : 3,713.68 170106 3/14/2012 000150 ADDICTION MEDICINE CONSULTANTS 12M12 RANDOM POOL TESTING 05- 000891 1011.35.335.62015 600.00 Total: 600.00 170107 3/14/2012 000141 AT &T 2/25/12 - 3/24/2012 TELEPHONE SERVICE 1011.30.290.64501 1,579.56 Total: 1,579.56 170108 3/14/2012 005344 AT &T MOBILITY 835646576XO3012012 CELL PHONE SERVICES 02- 001271 1011.30.290.64501 31.69 02- 001271 6051.30.290.64501 31.69 Total: 63.38 170109 3/14/2012 001256 LINDSAY, CARLA 112112-111312012 SENIORS' YOGA CLASS INSTRUCTOR 08- 002085 1011.60.710.62015 387.62 10/27111- 11/22111 SENIORS' YOGA CLASS INSTRUCTOR 08- 002085 1011.60.710.62015 307.62 10127111-11/22/2011 YOGA CLASS INSTRUCTOR 08- 001955 1011.60.710.62015 80.00 11129/11-12/1312011 SENIORS' YOGA CLASS INSTRUCTOR 08- 002085 1011.60.710.62015 387.62 2/1/12 - 2123/212 SENIORS' YOGA CLASS INSTRUCTOR 08- 002085 1011.60.710.62015 387.62 Total: 1,550.48 170110 3/1412012 000163 SO CALIF EDISON COMPANY 1/18112- 3/1/2012 LIGHT & POWER SERVICE 6051.45.450.65001 5,970.22 2051.45.430.65001 50.81 2651.45.425.65001 165.13 2701.45.610.65001 159.58 1125/12 - 3/1/2012 LIGHT & POWER SERVICE 6051.45.450.65001 6,865.68 2051.45.430.65001 470.53 2651.45.425.65001 501.81 2701.45.610.65001 44.63 Page: 6 vchlist Voucher List Page: 7 03/14/2012 1:25:48PM City of Lynwood PRE —PAID CHECKS Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170110 3/1412012 000163 SO CALIF EDISON COMPANY (Continued) 1/31/12- 3/1/2012 LIGHT & POWER SERVICE 2651.45.425.65001 102.33 2051.45.430.65001 38.39 2701.45.610.65001 22.64 Total: 14,391.75 170111 3/1412012 003583 SPRINT 269490420 -021 CELL PHONE SERVICES 02- 001273 1011.30.290.64501 2,426.36 02- 001273 6051.30.290.64501 2,426.37 Total : 4,852.73 170112 3/14/2012 000041 VERIZON WIRELESS -LA 1059755062 CELL PHONE SERVICES 02- 001310 1011.30.290.64501 2.63 Total: 2.63 12 Vouchers for bank code : apbank Bank total ; 51,342.13 12 Vouchers in this report Total vouchers : 51,342.13 Page: 7 1. vchlist Voucher List Page: 8 03127/2012 1:39:31PM City of Lynwood PRE —PAID CHECKS Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170114 3/26/2012 007569 ARC - ACCUCON CONSTRUCTION, INC. 3 FOUR POCKET PARK CONST.PROJECI 06- 003943 4011.67.867.62015 203,224.03 Total: 203,224.03 170115 3/26/2012 000141 AT &T 03/1112012 TELEPHONE SERVICE 1011.30.290.64501 548.06 Total: 548.O6 170116 3/26/2012 000065 AT &T LONG DISTANCE 2/1- 3/2/2012 TELEPHONE SERVICE 1011.30.290.64501 781.71 Total: 781.71 170117 3/26/2012 006470 BEYOND SHELTER 27 HPRP CONSULTANT 11- 000068 3561.75.833.62015 16,356.00 Total : 16,356.00 170118 3/26/2012 007206 CHEVRON 33584339 FUEL FOR CITY VEHICLES 06- 003377 7011.45.420.65010 12,900.88' Total: 12,900.88 170119 3126/2012 001520 GIVEN, JIM P9009652 REIMBURSEMENT HEALTH PREMIUM 05- 000896 7151.35.355.62015 82.24 Total: 82.24 170120 3/26/2012 001057 RAMIREZ, JUAN E. 120117 TRANSLATION SERVICE 05- 000921 1011.35.335.62015 1,160.00 120215 TRANSLATION SERVICES 05- 000921 1011.35.335.62015 1,432.50 120305 TRANSLATION SERVICE 05- 000921 1011.35.335.62015 805.00 120310 TRANSLATION SERVICES 05- 000921 1011.35.335.62015 1,022.50 Total : 4,420.00 170121 3/2612012 000163 SO CALIF EDISON COMPANY 2/1 -3/1 -2012 LIGHT & POWER SERVICE 2651.45.425.65001 32,978.28 Page: 8 Vchlist Voucher List 03/27/2012 1:39:31PM City of Lynwood PRE —PAID CHECKS Bankcode: apbank Voucher Date Vendor Invoice PO # DescriptionlAccount 170121 3/26/2012 000163 SO CALIF EDISON COMPANY (Continued) . 2051.45.430.65001 6051.45.450.65001 2/13- 3/13 -2012 LIGHT & POWER SERVICE 2051.45.430.65001 Total 170122 3/26/2012 004679 TIME WARNER CABLE 2/16- 3/15 -2012 CITY HALL CABLE SERVICE 02- 001249 1011.30.290.64399 3/16-4115 -2012 CITY HALL CABLE SERVICE 02- 001249 1011.30.290.64399 Total: 170123 3/26/2012 006068 TRIMMING LAND COMPANY, INC. 1604 TREE TRIMMING 06- 003555 2701.45.620.62015 1605 TREE TRIMMING 06- 003555 2701.45.620.62015 Total: 170124 3/26/2012 001131 WALKER, BERTHAA, 2/11- 2/29 -2012 AEROBICS INSTRUCTOR 1011.60.33220 Total: 170125 3/2712012 000141 AT &T 3/7 -4/6 -2012 TELEPHONE SERVICE 6051.45.450.64501 Total: 170126 3/27/2012 000201 PERRY BRENTS 2/20/2012 TUITION REIMBURSEMENT 1011.60.701.61050 Total: 170127 3/27/2012 002601 RENAISSANCE ESMERALDA RESORT 5116 -20 -2012 LODGING- R.HALEY 1011.25.205.64015 Total: 170128 3/27/2012 000163 SO CALIF EDISON COMPANY 1/25 -2/27 -2012 LIGHT & POWER SERVICE 2051.45.430.65001 2/10 -3/13 -2012 LIGHT & POWER SERVICE Page: 9 Amount 237.27 7,856.57 122.97 41,195.09 286.92 282.17 569.09 13,928.50 4,249.50 18,178.00 1,302.40 1,302.40 62.86 62.86 2,145.00 2,145.00 974.95 974.95 25.73 Page: 9 vchlist Voucher List Page: 10 0312712012 1:39:31PM City of Lynwood PRE —PAID CHECKS Bankcode: Voucher apbank Date Vendor Invoice PO # Description /Account Amount 170128 3/27/2012 000163 SO CALIF EDISON COMPANY (Continued) 2651.45.425.65001 62.95 2051.45.430.65001 391.23 2701.45.610.65001 389.53 2/6 -3/7 -2012 LIGHT & POWER SERVICE 2051.45.430.65001 144.20 Total: 1,013.64 170129 3/2712012 004847 MDG ASSOCIATES, INC. 7736 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 4,523.75 7737 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 2,782.50 7739 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 1,755.00 7743 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.855.62015 6,205.00 7744 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 3,525.00 7746 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561,75,831.62015 900.00 7751 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 3,163.75 7752 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 765.00 7754 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 360.00 7758 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 4,505.00 7759 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 2,452.50 7761 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 2,610.00 7764 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75,865.62015 3,825.00 7766 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 1,890.00 7767 RDA & HOUSING CONSULTANT SERVIC Page: 10 vchlist Voucher List Page: 11 03/27/2012 1:39:31PM City of Lynwood PRE —PAID CHECKS Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170129 3/27/2012 004847 MDG ASSOCIATES, INC. (Continued) 11- 000143 2961.75.865.62015 1,620.00 7768 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 3,145.00 7770 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 1,800.00 7773 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 1,820.00 Total : 47,647.50 16 Vouchers for bank code : apbank Bank total : 351,401.45 16 Vouchers in this report Total vouchers : 351,401.45 Page: 11 vchlist 03/28/2012 8:39:12 AM Voucher List City of Lynwood Page: 12 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170130 4/3/2012 000013 AA EQUIPMENT CO. 8315135 REPAIR OF JOHN DEERE GATOR 06- 004040 7011.45.420.63025 1,185.59 Total : 1,185.59 170131 4/3/2012 000087 ABC HARDWARE 129869 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 52.66 129899 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 16.44 129938 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 87.34 130119 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 15.65 130165 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 5.38 130556 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 17.98 130658 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 13.15 Total: 208.60 170132 4/3/2012 000032 ADDISON ROAD SERVICE 022101 TIRE SERVICE 06- 004041 7011.45.420.63025 166.00 022102 TIRE SERVICE 06- 004041 7011.45.420.63025 100.00 022103 TIRE SERVICE 06- 004041 7011.45.420.63025 70.00 Page: 12 vchlist Voucher List Page: 13 03/28/2012 8:39:12AM City of Lynwood Bankcode: apbank Voucher Date Vendor 170129 3/27/2012 004847 MDG ASSOCIATES, INC. 170130 4/312012 000013 AA EQUIPMENT CO. 170131 413/2012 000087 ABC HARDWARE 170132 4/3/2012 000032 ADDISON ROAD SERVICE Invoice PO# Description /Account Amount (Continued) 11- 000143 2961.75.865.62015 1,620.00 7768 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 3,145.00 7770 RDA & HOUSING CONSULTANT SERVIC 11- 000143 3561.75.831.62015 1,800.00 7773 RDA & HOUSING CONSULTANT SERVIC 11- 000143 2961.75.865.62015 1,820.00 Total: 47,647.50 8315135 REPAIR OF JOHN DEERE GATOR 06- 004040 7011.45.420.63025 1,185.59 Total: 1,185.59 129869 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 52.66 129899 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 16.44 129938 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 87.34 130119 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 15.65 130165 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 5.38 130556 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 17.98 130658 TOOLS AND SUPPLIES 06- 003556 1011.45.415.65020 13.15 Total: 208.60 022101 TIRE SERVICE 06- 004041 7011.45.420.63025 166.00 022102 TIRE SERVICE 06- 004041 7011.45.420.63025 100.00 022103 TIRE SERVICE 06- 004041 7011.45.420.63025 70.00 022104 TIRE SERVICE Page: 13 vchlist Voucher List Page: 14 03128/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170132 4/3/2012 000032 ADDISON ROAD SERVICE (Continued) 06- 004041 7011.45.420.63025 100.00 022105 TIRE SERVICE 06- 004041 7011.45.420.63025 100.00 Total: 536.00 170133 4/3/2012 003314 ADT SECURITY SERVICE INC. 67352889 RECREATION ALARM SERVICE 08- 001953 1011.60.715.62015 190.55 67352890 RECREATION ALARM SERVICE 08- 001953 1011.60.715.62015 66.68 Total: 257.23 170134 4/3/2012 005239 ADVANCED EQUIPMENT CORP. 120043 REPAIR SENIOR CENTER OPERABLE V 06- 003391 1011.45.415.63025 677.79 Total: 677.79 170135 4/3/2012 007364 ADVANTEC CONSULTING ENGINEERS 9801- 0446 -03 CONSULTING SERVICES 06- 003678 4011.67.964.62015 17,340.00 Total: 17,340.00 170136 4/3/2012 005986 AIRGAS SAFETY 9004587669 PROTECTIVE MATERIALS 06- 003573 2051.45.410.65020 134.22 Total: 134.22 170137 4/3/2012 006855 ALESHIRE & WYNDER, LLP 19172 LEGAL SERVICES - PUBLIC WORKS 02- 001334 1011.30.265.62011 34.00 19174 CITY ATTORNEY FEES 06- 004022 6051.45.450.62001 380.00 Total: 414.00 170138 4/3/2012 006612 ALL TRANS ENTERPRISE, INC. 2291262 DIAL -A -TAXI TRANSPORTATION 08- 001938 2401.60.725.62015 11,375.35 Total : 11,375.35 170139 4/3/2012 003312 AMERICAN RENTALS 302349 RENTAL OF CEMENT TRAILERS & EQU 06- 003589 2051.45.410.63030 130.50 Total: 130.50 Page: 14 Vchilst 03/28/2012 8:39:12AM Bankcode: apbank Voucher Date Vendor 170140 4/3/2012 001596 APA ENGINEERING, INC. 170141 4/3/2012 000943 APPLEONE EMPLOYMENT SERVICES 170142 413/2012 000012 AQUA METRIC SALES CO. 170143 413/2012 007435 ARROWHEAD DIRECT Voucher List Page: f5 City of Lynwood Invoice Po ft Description /Account Amount 10 -1127 DESIGN SERVICE 06- 003738 4011.67.869.62015 2,350.00 11- 100069 CONSULTING SVCS /LONG BCH BLVD. 1 06- 003730 4011.67.937.62015 9,052.50 11- 100078 CONSULTING SVCS /LONG BCH BLVD. 1 06- 003730 4011.67.937.62015 2,471.50 11- 100112 CONSULTING SVCS /LONG BCH BLVD. 1 06- 003730 4011.67.937.62015 2,471.50 Total : 16,345.50 01- 2222275 TEMPORARY EMPLOYMENT SERVICE! 04- 000411 1011.50.501.62015 708.60 01- 2229912 TEMPORARY EMPLOYMENT SERVICE: 04- 000411 1011,50.501.62015 708.60 01- 2241906 TEMPORARY EMPLOYMENT SERVICE: 04- 000411 1011.50.501.62015 472.40 . Total: 1,889.60 0041303 -IN REPAIR HAND HELD AUTOGUNS 06- 004032 6051.45.450.62015 215.81 0042271 -IN REPAIR HAND HELD AUTOGUNS 06- 004032 6051.45.450.62015 52.20 Total: 268.01 OIJ0031628530 PARKING WATER AND COOLER RENTA 02- 001395 1011.30.515.64399 6.52 01K0031628530 PARKING WATER AND COOLER RENTA 02- 001395 1011.30.515.64399 24.92 01L0031628530 PARKING WATER AND COOLER RENTA 02- 001395 1011.30.515.64399 30.91 02A0031628530 PARKING WATER AND COOLER RENTA 027001395 1011.30.515.64399 33.98 0200031628530 PARKING WATER AND COOLER RENTA 02- 001395 1011.30.515.64399 19.34 02C0031568785 WATER AND COOLER RENTAL 08- 002029 1011.60.701.64399 38.42 02C0031568942 DRINKING WATER/ CITY CLERKS Page: 15 vchlist Voucher List Page: 16 03128/2012 8:39:12AM City of Lynwood Bankcode: aphank Voucher Date Vendor Invoice PO # Description /Account Amount 170143 4/312012 007435 ARROWHEAD DIRECT (Continued) 03- 000237 1011.15.105.67950 2.54 02C0031568967 DRINKING WATER AND COOLER RENT. 02- 001350 1011.30.275.64399 34.09 Total: 190.72 170144 4/3/2012 006399 AT &T 1120 -2/19 -2012 TELEPHONE SERVICE 6051.45.450.64501 1,320.78 1/20 -2119- 2012 -1 TELEPHONE SERVICE 1011.30.290.64501 622.12 1/22 -2/26 -2012 TELEPHONE SERVICE 1011.30.290.64501 122.49 1/27- 2/26 -2012 TELEPHONE SERVICE 6051.45.450.64501 146.07 2/1- 2/29 -2012 TELEPHONE SERVICE 1011.30.290.64501 566.31 2/2 -3/1 -2012 TELEPHONE SERVICE 1011.30.290.64501 54.45 3106030227227 - 210309 TELEPHONE SERVICE 1011.30.290.64501 299.70 3106323856762- 211310 TELEPHONE SERVICE 1011.60.705.64501 112.61 3106325293196 - 210309 TELEPHONE SERVICE 1011.30.290.64501 73.88 3106328588024- 210309 TELEPHONE SERVICE 1011.30.290.64501 456.24 3106377597602 - 210309 TELEPHONE SERVICE 1011.30.290.64501 29.21 3106377784406- 210309 TELEPHONE SERVICE 1011.30.290.64501 177.11 3108846887693- 210309 TELEPHONE SERVICE 1011.30.290.64501 15.76 Total : 3,996.73 170145 4/3/2012 007245 AYALA, LILLIAN 2011 DEDUCTIBLE REIMBURSEMENT 1011.35.330.61035 120.00 Page: 16 vchlist Voucher List Page: 17 03128/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # 170145 4/3/2012 007245 007245 AYALA, LILLIAN (Continued) 170146 4/3/2012 000945 BACKFLOW VALVE TESTING CO. AZ4982 06- 004033 170147 4/3/2012 007502 BAKERSFIELD WELL & PUMP CO. 170148 4/3/2012 005838 BARRIOS, DEBORAH D. 170149 413/2012 004986 BIOMETRICS4ALL, INC 170150 4/3/2012 000086 BYRD INDUSTRIAL ELECTRONICS 170151 4/3/2012 000955 CENTRAL BASIN MUNICIPAL WATER 170152 4/3/2012 000657 CENTURY RADIATORS 1 2011 23851 1102 -11 CB6371 19864 19877 19879 19882 19887 19897 06- 004042 05- 000824 06- 003925 06- 003558 1 06- 004043 06- 004043 06- 004043 06- 004024 06- 004024 06- 004024 Description /Account Amount Total: 120.00 TESTING OF BACKFLOW DEVICES 6051.45.450.62015 315.77 Total: 315.77 SAMPLING & TESTING OF WATER WEL 4011.67.894.62015 34,632.00 Total: 34,632.00 DEDUCTIBLE REIMBURSEMENT 1011.30.270.61035 40.00 Total: 40.00 ADMINITRATIVE FEE FOR FINGERPRIh 1011.35.330.62015 11.25 Total: 11.25 REPAIR RESERVOIR TRANDUCER 6051.45.450.62015 1,072.13 Total: 1,072.13 IMPORTED DRINKING WATER PURCHP 6051.45.450.67415 2,520.38 Total : 2,520.38 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 771.95 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 494.31 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 60.87 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 91.93 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 146.81 AUTOMOTIVE REPAIR SERVICES 7011.45.420.63025 537.45 Page: 17 vchlist Voucher List Page: 18 03/2812012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PD # Description /Account Amount 170152 4/3/2012 000657 000657 CENTURY RADIATORS (Continued) Total : 2,103.32 170153 4/3/2012 001168 CINTAS FIRST AID 8 SAFETY 0168501943 OFFICE SAFETYAND FIRST AID SUPPL 06. 003489 1011.45.401.65020 78.47 Total: 78.47 170154 4/3/2012 003357 CITY OF INGLEWOOD 1911202 PROCESSING CITATIONS 02- 001304 1011.30.515.62015 3,139.02 Total: 3,139.02 170155 41312012 001571 CLINICAL LAB OF SAN BERNARDINO 920113 WATER BACTERIA SAMPLING 06- 003574 6051.45.450.62015 620.50 Total: 620.50 170156 4/312012 000484 COMPTON COURTHOUSE 2/2012 STATE MANDATED FEES 02- 001319 1011.30.515.62015 26,476.82 3/2011 STATE MANDATED FEES 02- 001319 1011.30.515.62015 30,382.45 5/2011 STATE MANDATED FEES 02- 001319 1011.30.515.62015 18,139.10 7/2011 STATE MANDATED FEES 02- 001319 1011.30.515.62015 17,983.15 Total: 92,981.52 170157 413/2012 004903 CORDOVA, MARISA 2011 DEDUCTIBLE REIMBURSEMENT 1011.60.720.61035 200.00 Total: 200.00 170158 4/3/2012 000315 COST RECOVERY SYSTEMS 1- 2011 -12 MANDATE CLAIM PREPARATION SERV 02- 001402 1011.30.270.62015 7,500.00 Total: 7,500.00 170159 4/3/2012 003331 COUNTY SHERIFF'S DEPT. 123293NH SHERIFF SERVICES- BATEMAN HALL E 08- 001948 1011.60.740.62015 1,998.36 Total: 1,998.36 170160 4/3/2012 006877 CSD ENGINEERING, INC. 52187 DESIGN PRESSURE VALVE WELL #8 06- 003635 4011.67.915.62015 537.50 Page: 18 vchlist 03128/2012 8:39:12AM Voucher List City of Lynwood Page: 19 Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170160 4/3/2012 006877 006877 CSD ENGINEERING, INC. (Continued) Total: 537.50 170161 413/2012 000138 DAILY JOURNAL CORPORATION B2267087 PUBLICATION SERVICES 11- 000070 2941.75.285.62025 222.60 B2267172 NEWSPAPER PUBLICATIONS 03- 000228 1011.15.105.62025 58.80 B2269835 PUBLIC HEARING NOTICES 04- 000389 1011.50.505.62025 142.80 82269840 PUBLIC HEARING NOTICES 04- 000389 1011.50.505.62025 151.20 82275187 PUBLIC HEARING NOTICES 04- 000389 1011.50.505.62025 163.80 Total: 739.20 170162 4/3/2012 001306 DATAOUICK INFORMATION B1- 2019143 PROPERTY INFORMATION SERVICE 04- 000393 1011.50.605.64399 250.00 Total: 250.00 170163 41312012 007474 DECKSIDE POOL SERVICE 75428 NATATORIUM MAINTENANCE SERVICE 06- 003961 1011.45.415.62015 622.20 Total: 622.20 170164 4/3/2012 005025 DELANIAWHITAKER 2011 DEDUCTIBLE REIMBURSEMENT 1011.30.275.61035 100.00 Total : 100.00 170165 4/3/2012 003349 DELTA DENTAL 4/2012 DENTAL PREMIUM 4/2012 1011.20140 17,110.22 7151.35.355.62015 3,208.78 Total: 20,319.00 170166 4/3/2012 001364 DIANA ROMERO 2011 DEDUCTIBLE REIMBURSEMENT 1011.60.715.61035 260.00 Total: 260.00 170167 413/2012 000051 DICK'S LOCK 8 KEY 001590 LOCKSMITH SERVICES 01- 000838 1011.25.205.64399 96,56 Page: 19 vchlist Voucher List Page: 20 03/28/2012 8:39:12AM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170167 4/3/2012 000051 000051 DICK'S LOCK & KEY (Continued) Total : 96.56 170168 4/3/2012 002566 DUARTE, ALICIA 2011 DEDUCTIBLE REIMBURSEMENT 1011.15.105.61035 140.00 Total: 140.00 170169 4/3/2012 000330 DUNCAN SOLUTIONS INVO011692 PRINTING SERVICE FOR PARKING 02- 001360 1011.30.515.62025 5,240.96 INVO07801 PRINTING SERVICE FOR PARKING 02- 001360 1011.30.515.62025 355.96 Total: 5,596.92 170170 4/3/2012 005005 DUNOMES, VICTOR MFEES 12 MENS BASKETBALL LEAGUE OFFICIAL 08- 002084 1011.60.705.62015 475.00 Total : 475.00 170171 4/3/2012 004213 E.P. CONTAINER CORP. 253252 BAGS OF SOLID ABSORB 06- 003995 2051.45.410.65020 765.60 Total: 765.60 170172 4/3/2012 007457 ECONOLITE CONTROL PRODUCTS 95650 REPAIR VIDEO DETECTION CAMERA 06- 003826 2651.45.425.63025 560.07 Total: 560.07 170173 402012 002436 ELIAS NAVARRO 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.605.61035 30.00 Total: 30.00 170174 4/3/2012 000866 EMPLOYMENT DEVELOPMENT DEPT, 7039 HOME REHAB LEAD PAINT INSPECTION. 11- 000146 2961.75.865.62015 325.00 Total: 325.00 170175 4/312012 002515 EVANGELINA MUNOZ 2011 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 150.00 Total: 150.00 170176 402012 003317 FAIR HOUSING FOUNDATION 2/1 -2/29 -2012 CDBG PUBLIC SERVICE PROGRAM 11- 000086 2941.75.285.64399 1,458.69 Page: 20 vchlist Voucher List Page: 21 03/28/2012 8:39:12AM City of Lynwood Bankcode: Voucher apbank Date Vendor Invoice Po# Description /Account Amount 170176 4/3/2012 003317 003317 FAIR HOUSING FOUNDATION (Continued) Total : 1,458.69 170177 4/3/2012 000003 FIRST CHOICE SERVICES 335942 COFFEE AT THE PUBLIC WORKS YARD 06- 003502 2051.45.410.65020 61.02 335948 COFFEE AND TEA SUPPLIES 06- 003953 6051.45.450.65020 126.13 335948 -1 COFFEE SUPPLIES 06- 004015 6051.45.450.65020 137.04 Total: 324.19 170178 4/3/2012 003335 FIRST LEGAL SUPPORT SERVICE 114556 COURIER SERVICES 05- 000866 1011.35.330.64399 88.29 Total: 88.29 170179 4/3/2012 005796 FUENTES, HERIBERTO 2011 DEDUCTIBLE REIMBURSEMENT 2051.45.410.61035 70.00 Total: 70.00 170180 4/3/2012 006902 FULMORE, DENNIS 3138 BARTENDER SERVICES 08- 002072 1011.60.740.62015 200.00 Total: 200.00 170181 4/3/2012 005536 GANNETT FLEMING, INC. 051051.7'1124632 SUPPLEMENTAL CONSULTING AGREEI 11- 000097 3561.75.831.62015 10,120.25 053476'1126 CONSULTING SERVICES AGREEMENT 11- 000105 3561.75.831.62015 924.83 Total: 11,045.08 170182 4/3/2012 006086 GOVERNMENTS, SAN GABRIEL VALLEY OF LAPG 11 -67 LA PERMIT GROUP TECH ASSISTANCE 06- 004004 6051.45.460.64399 5,000.00 - Total : 5,000.00 170183 4/3/2012 000747 GOVPARTNER 0005542 SERVICE REQUEST SYSTEM 02- 001326 1011.30.515.62015 60.00 02- 001326 1011.50.605.62015 90.00 02- 001326 2051.45.410.62015 90.00 02- 001326 2601.40.230.62015 120.00 02- 001326 2651.45.425.62015 60.00 Page: 21 vchlist Voucher List Page: 22 03128/2012 8:39:12AM City of Lynwood Bankcode; apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170183 4/312012 000747 GOVPARTNER (Continued) 02- 001326 2701.45.610.62015 60.00 02- 001326 6051.45.450,62015 120.00 Total: 600.00 170184 4/3/2012 001510 GRAINGER, INC. 9677810435 CONSTRUCTION SUPPLIES 06- 003448 6051.45.450.65020 237.60 9772425956 CONSTRUCTION SUPPLIES 06- 003503 2051.45.430.65020 484.95 9776042997 CONSTRUCTION SUPPLIES 06- 003503 2051.45.430.65020 318.10 9776258437 CONSTRUCTION SUPPLIES 06- 003503 2051.45.430.65020 99.29 Total: 1,139.94 170185 4/3/2012 000993 GRM INFORMATION MANAGEMENT 0159324 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 15.00 0159325 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 47.60 0159326 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 18.60 0159327 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 34.10 0159328 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 7.44 0159329 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 4.65 0159330 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 146.25 0159331 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 202.88 0159332 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 23.87 0159333 GRM OFF -SITE RECORDS FACILITY 01- 000766 101125105.62015 3.41 0159334 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 29.14 Page: 22 vchlist Voucher List Page: 23 03128/2012 8:39:12AM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice Po # Description /Account Amount 170185 4/3/2012 000993 GRM INFORMATION MANAGEMENT (Continued) 0159335 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 427.02 0159336 GRM OFF -SITE RECORDS FACILITY 01- 000766 1011.25.205.62015 271.19 Total: 1,231.15 170186 4/3/2012 007633 GUTIERREZ, PEDRO 2011 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 100.00 Total: 100.00 170187 413/2012 002429 HAMPTON, LILLY 2011 DEDUCTIBLE REIMBURSEMENT 1011.30.270.61035 130.00 Total: 130.00 170188 4/3/2012 006628 HAYER CONSULTANT, INC. 3555 PLAN CHECK SERVICES 04- 000377 1011.50.501.62015 211.70 3556 PLAN CHECK SERVICES 04- 000377 1011.50.501.62015 420.00 3559 PLAN CHECK SERVICES 04- 000377 1011.50.501.62015 210.00 3560 PLAN CHECK SERVICES 04- 000377 1011.50.501.62015 720.00 Total : 1,561.70 170189 4/3/2012 003338 HILLYARD -LOS ANGELES 600008419 SANITARY SUPPLIES 06- 004053 2701.45.610.65020 210.72 600008421 SANITARY SUPPLIES 06- 004053 2701.45.610.65020 1,683.50 Total: 1,894.22 170190 4/3/2012 006590 HOME DEPOT 84121 AOMD TREE PLANTING ITEMS 06- 003951 3541.45.626.65020 38.76 Total: 38.76 170191 4/3/2012 003315 HOME DEPOT CREDIT SERVICE 1037 00006 17100 OPERATING SUPPLIES 06- 004054 1011.45.415.65020 140.22 Page: 23 vchlist Voucher List Page: 9 24 0312812012 8:39:12AM City of Lynwood Bank code: aphank Voucher Date Vendor 170191 4/312012 003315 HOME DEPOT CREDIT SERVICE 170192 413/2D12 001530 HONEYWELL INC 170193 4/3/2012 000327 HUNTINGTON PK RUBBER STAMP CO. 170194 4/3/2012 000844 J & G GRAPHICS 170195 41312012 002576 JAIME RIVAS 170196 4/3/2012 005684 JAS PACIFIC 170197 4/3/2012 001269 JOHN L. HUNTER &ASSOCIATES Invoice PD # Description /Account Amount (Continued) 1037 00007 72004 OPERATING SUPPLIES 06- 004054 1011.45.415.65020 328.06 1342204 HARDWARE SUPPLIES AND MATERIAL 06- 003449 6051.45.450.65020 72.58 Total: 540.86 3572980 HEATING AND COOLING SERVICE 06- 003562 1011.45.415.62015 653.16 3573100 SUPPORT SERVICES 06- 003594 6051.45.450.64399 4,701.02 06- 003594 1011.45.415.64399 2,421.74 Total : 7,775.92 0228167 -IN A.ROBERSON APPROVAL STAMP 02- 001405 1011.30.275.65020 40.83 Total: 40.83 04866 BUSINESS CARDS FOR PUBLIC WORK 06- 004044 4011.67.901.62025 71.24 04869 PRINTING SERVICES 04- 000398 1011.50.501.62025 473.25 04869 -1 PRINTING SERVICES 04- 000406 1011.50.605.62025 17.48 Total : 561.97 2011 DEDUCTIBLE REIMBURSEMENT 1011.30.270.61035 60.00 Total: 60.00 61 11068 PLAN CHECK SERVICES 04- 000375 1011.50.501.62015 8,208.00 Total: 8,208.00 LYNNP0112 STORMWATER POLLUTION PREVENTII 06- 003872 6051.45.450.62015 1,211.00 06- 003872 6051.45.460.62015 1,211.00 Page: 24 vchlist Voucher List Page: 25 03128/2012 8:39:12AM City of Lynwood Bankcode: apbank Voucher Date Vendor Invoice PO# Description /Account Amount 170197 4/312012 001269 JOHN L. HUNTER &ASSOCIATES (Continued) LYNNP0212 CONVERTING ICID INFORMATION TO L 06- 004005 6051.45.460.62015 345.00 Total: 2,767.00 170198 4/3/2012 003425 JONATHAN COLIN 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.501.61035 310.00 Total: 310.00 170199 4/3/2012 000097 JONES LUMBER 00633199 MATERIALS AND SUPPLIES 06- 003578 6051.45.450.65020 24.61 00633544 MATERIALS AND SUPPLIES 06- 003578 6051.45.450.65020 28.54 Total: 53.15 170200 4/3/2012 002521 JORGE ROGUE 2011 DEDUCTIBLE REIMBURSEMENT 1011.45.405.61035 140.00 Total: 140.00 170201 4/3/2012 004263 KAREN FIGUEREDO 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.505.61035 30.00 Total: 30.00 170202 4/3/2012 002567 KEVIN PERIMAN 2011 DEDUCTIBLE REIMBURSEMENT 2651.45.425.61035 120.00 Total: 120.00 170203 4/3/2012 007632 KU, U CHAN 193420 REFUNDABLE DEPOSIT 1011.26101 24,376.00 Total: 24,376.00 170204 4/3/2012 006217 L.A. METRO AUTO APPRAISERS LAMAA -11 -614 APPRAISAL 05- 000915 7151.35.350.62015 95.00 Total: 95.00 170205 4/3/2012 005098 LANDEROS,ALEX 3/13/2012 PLANNING COMMISSION STIPEND 04- 000380 1011.50.505.60999 25.00 Page: 25 vchlist Voucher List Page: 26 03128/2012 8:39:12AM City of Lynwood Bank code: Voucher apbank Date Vendor Invoice Po# DescriptionlAccount Amount 170205 4/312012 005098 005098 LANDEROS, ALEX (Continued) Total : 25.00 170206 4/3/2012 006904 LATOUR, ANGELIQUE 3114 BARTENDER SERVICES 08- 002075 1011.60.740.62015 200.00 Total: 200.00 170207 4/3/2012 001612 LEAGUE OF CALIFORNIA CITIES 1806 REGI- J.MORTON 1011A0.101.64015 35.00 98257 MULTI - AGENCY STUDY 06- 004029 1011.45.401.64399 400.00 Total: 435.00 170208 4/3/2012 004493 LIMON, ANNA 2011 DEDUCTIBLE REIMBURSEMENT 1011.60.715.61035 60.00 Total: 60.00 170209 4/3/2012 003983 LONG BEACH UNIFORMS CO., INC 223937 PARKING ENFORCEMENT UNIFORMS 02- 001314 1011.30.515.60040 590.45 224459 PARKING ENFORCEMENT UNIFORMS 02- 001314 1011.30.515.60040 271.84 224461 PARKING ENFORCEMENT UNIFORMS 02- 001314 1011.30.515.60040 2,005.37 Total: 2,867.66 170210 4/312012 002577 LOPEZ, SANTIAGO 2011 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 150.00 Total: 150.00 170211 4/3/2012 000122 LYNWOOD RENTAL CENTER 175330 PROPANE,BALL VALVES ASPHALT CON 06- 003894 2051.45.410.65020 29.31 175445 EQUIPMENT REPAIRS 06- 003518 1011.45.415.63025 62.29 175590 PROPANE,BALL VALVES ASPHALT CON 06- 003894 2051.45.410.65020 142.50 Total: 234.10 170212 4/3/2012 000338 LYONS, CHESTER 211/- 2/29/2012 WEIGHLIFTING INSTRUCTOR 08- 001957 1011.60.705.62015 400.00 Page: 26 vchlist 0312812012 8:39:12AM Voucher List City of Lynwood Page: 27 Bank code: apbank Voucher Date Vendor Invoice Po # Description /Account Amount 170212 4/3/2012 000338 000338 LYONS, CHESTER (Continued) Total: 400.00 170213 4/3/2012 006541 MARTINEZ, RIGOSERTO 2011 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 130.00 Total: 130.00 170214 4/3/2012 000004 MATT CHLORINATION INC. 10551 WATER TREATMENT SUPPLIES 06- 003580 6051.45.450.65020 339.77 Total: 339.77 170215 4/3/2012 000775 MICROMETER, INC. 391314 RI 12" METER HEAD TOTALIZER FOR WE 06- 004035 6051.45.450.65020 17.58 Total: 17.58 170216 4/3/2012 004847 MDG ASSOCIATES, INC. 7866 HOME REHAB APPRAISAL SERVICES 11- 000147 2961.75.865.62015 320.00 7867 HOME REHAB APPRAISAL SERVICES 11- 000147 2961.75.865.62015 320.00 Total: 640.00 170217 4/3/2012 000279 MEDICAL GROUP,INC., OCCUPATIONAL HEAL 201201 -004 PHYSICAL EXAMINATIONS 05- 000916 1011.35.335.62015 - 490.00 Total: 490.00 170218 4/3/2012 003450 MONTES GARDEN SERVICE 120123 -002 LANDSCAPE SERVICE -WATER WELLS 06- 004036 6051.45.450.62015 595.00 120229 -001 LANDSCAPE SERVICE -WATER WELLS 06- 004036 6051.45.450.62015 595.00 Total: 1190.00 170219 4/3/2012 007127 MR2 SOLUTIONS INC 9584 BACKUP AND DISASTER RECOVERY F' 02- 001388 6051.30.290.64399 3,430.86 Total: 3,430.86 170220 4/312012 006289 MUNISERVICES, LLC. 0000026406 AUDIT RECOVERY SERVICES 02- 001403 1011.30.30145 7,092.05 Total : 7,092.05 Page: 27 vchlist Voucher List Page: 28 03/28/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice 170221 41312012 004111 NATIONAL CONSTRUCTION RENTALS 3373344 3377215 3381337 3381602 3384702 170222 4/3/2012 000475 NATIONWIDE ENVIRONMENTAL SVCS. 170223 4/312012 007582 NBS 170224 4/3/2012 002519 NICHOLOFF, ED 170225 4/3/2012 005837 OCHOA, MONICA 170226 4/312012 000078 OFFICE DEPOT 24000 24001 2291231 2011 2011 597790282001 597797347001 598652286001 600757694001 PO # Description /Account MOBILIZATION, INSTALLATION FOR EO 06- 003734 4011.67.905.63035 CHAIN LINK FENCE RENTAL 06- 003583 4011.67.905.63035 MOBILIZATION, INSTALLATION FOR EC 06- 003734 4011.67.905.63035 MOBILIZATION, INSTALLATION FOR ED 06- 003734 4011.67.905.63035 PORTABLE RESTROOM RENTAL -TREE 06- 004011 2451.45.626.63030 Total: CITY WIDE STREET SWEEPING 06- 003598 2851.45.410.62015 SIDEWALK CLEANING 11- 000073 3381.75.750.64399 Total: DISCLOSURE REPORTING SERVICES 02- 001407 9011.30.301.62015 Total: DEDUCTIBLE REIMBURSEMENT 1011.45.415.61035 Total: DEDUCTIBLE REIMBURSEMENT 1011.30.270.61035 Total: PRINTING SERVCIES 04- 000414 1011.50.505.62025 PRINTING SERVCIES 04- 000414 1011.50.505.62025 PRINTING SERVICES 04- 000405 1011.50.505.62025 OFFICE & OPERATING SUPPLIES Amount 40.39 30.29 3,395.00 90.00 110.38 3,666.06 34,537.55 2,128.88 36,666.43 1,947.00 1,947.00 120.00 120.00 100.00 100.00 49.14 567.45 533.65 Page: 28 vchlist Voucher List Page: 29 03/28/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170226 4/312012 000078 OFFICE DEPOT (Continued) 02- 001279 1011.30.270.65020 126.56 601407815001 OFFICE SUPPLIES 06- 003542 6051.45.450.65015 267.72 Total: 1,544.52 170227 4/3/2012 007429 ONESOURCE WATER 4722 WATER COOLER - PUBLIC WORKS YAI 06- 003981 6051.45.450.63030 50.00 Total: 50.00 170228 4/3/2012 000229 O'REILYAUTO PARTS 3551- 188242 AUTOMOTIVE SUPPLIES 06- 004045 7011.45.420.65045 21.85 3551 - 188340 AUTOMOTIVE SUPPLIES 06- 004045 7011.45.420.65045 93.48 3551 - 189123 AUTOMOTIVE SUPPLIES 06- 004045 7011.45.420.65045 6.98 Total: 122.31 170229 4/3/2012 000672 PACIFIC MOBILE STRUCTURES,INC. CIT -031812 -6117 RENTAL OF MOBILE STRUCTURE 06- 003511 4011.67.905.62015 4,165.13 Total: 4,165.13 170230 4/3/2012 000486 PARK WATER COMPANY 020487- 1/4 -3/1 -2012 WATER UTILITY SERVICE 06- 003406 2701.45.610.64399 187.91 021099 - 1110 -3/8 -2012 WATER UTILITY SERVICE 06- 003406 2701.45.610.64399 289.06 021133- 1/10 -3/8 -2012 WATER UTILITY SERVICE 06- 003406 2701.45.610.64399 390.23 021233 - 1/10 -3/8 -2012 WATER UTILITY SERVICE 06- 003406 2701.45.610.64399 366.55 Total: 1,233.75 170231 4/3/2012 004964 PENALOZA, ELIZABETH 2011 DEDUCTIBLE REIMBURSEMENT 6051.30.315.61035 70.00 Total: 70.00 170232 4/312012 006871 PEREZ,ANTONIO 2011 DEDUCTIBLE REIMBURSEMENT Page: 29 vchlist Voucher List 0312812012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice 170232 4/3/2012 006871 PEREZ, ANTONIO (Continued) 170233 4/3/2012 000201 PERRY BRENTS 170234 4/3/2012 002338 PETER HAN 2011 2011 170235 4/3/2012 006281 PROFESSIONAL SECURITY, CONSULTANTS IN000043372 IN000045644 IN000045881 IN000045882 170236 4/312012 007612 QUEEN BEACH PRINTERS, INC. 170237 4/3/2012 002518 QUYNH VAN NGUYEN 170238 4/312012 001057 RAMIREZ, JUAN E. 311818011 320178011 pkiml 120104 120110 Page: 30 PO# Description /Account Amount 1011.45.401,61035 40.00 Total: 40.00 DEDUCTIBLE REIMBURSEMENT 1011.60.701.61035 160.00 Total: 160.00 DEDUCTIBLE REIMBURSEMENT 1011.30.290.61035 120.00 Total: 120.00 LYNWOOD PARKS SECURITY COVERA 08- 001946 1011.60.701.62015 375.75 LYNWOOD PARKS SECURITY COVERA 08- 001946 1011.60.701.62015 10,435.82 LYNWOOD PARKS SECURITY COVERA 08- 001946 1011.60.701,62015 10,435.82 SECURITY SERVICES BATEMAN HALL 1 08- 001941 1011.60.740.62015 565.95 Total : 21,813.34 COVER COST FOR THE PRINTING OF 1 07- 000499 1011.55.250.62015 3,180.00 COVER COST FOR THE PRINTING OF 1 07- 000499 1011.55.250.62015 3,301.50 Total: 6,481.50 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 150.00 Total: 150.00 TRANSLATION 05- 000921 1011.35.335.62015 737.50 TRANSLATION 05- 000921 1011.35.335.62015 537.50 Total : 1,275.00 Page: 30 vchlist Voucher List Page: 31 03I28I2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170239 4/3/2012 007636 RAMOS, ARTURO 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.605.61035 40.00 Total: 40.00 170240 4/3/2012 007634 RAMOS, JOSE 2011 DEDUCTIBLE REIMBURSEMENT 6051.45.450.61035 180.00 Total: 180.00 170241 4/3/2012 001326 REDFLEX TRAFFIC SYSTEMS, INC. 35690 DIGITAL PHOTO ENFORCEMENT SERV 02- 001307 1011.40.215.67950 10,000.00 Total: 10,000.00 170242 4/3/2012 001494 RELIABLE ICE EQUIPMENT INC. 40667 ICE MACHINE SERVICE 06- 004047 6051.45.450.63025 269.86 40718 PART NEEDED FOR ICE MACHINE 06- 004050 6051.45.450.65020 3,601.59 Total: 3,871.45 170243 413/2012 003691 RITA MANIBUSAN 02/29/2012 MILEAGE REIMBURSEMENT 1011.50.501.64015 14.20 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.605.61035 200.00 Total: 214.20 170244 4/312012 005067 ROADLINE 8408 PAINT FOR PAVEMENT MARKINGS & S' 06- 004031 4011.67.920.65020 3,527.25 Total : 3,527.25 170245 4/3/2012 007119 SABINO, CLAUDIA 2011 DEDUCTIBLE REIMBURSEMENT 1011.30.515.61035 70.00 Total: 70.00 170246 4/312012 004086 SAIKALY, ELIAS 2011 DEDUCTIBLE REIMBURSEMENT 1011,45.440.61035 120.00 Total: 120.00 170247 4/312012 003757 SEGURA, OLIVIA 2011 DEDUCTIBLE REIMBURSEMENT 2941.75.285.61035 120.00 Page: 31 vchlist 03/2812012 8:39:12AM Voucher List City of Lynwood Page: 32 Bank code: apbank Voucher Date Vendor Invoice PO ft Description /Account Amount 170247 4/3/2012 003757 003757 SEGURA, OLIVIA (Continued) Total: 120.00 170248 4/3/2012 006910 SILVA, OCTAVIO 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.505.61035 115.00 Total: 115.00 170249 4/312012 005063 SLEVKOFF, JOHN 2011 DEDUCTIBLE REIMBURSEMENT 2051.45.430.61035 80.00 Total: 80.00 170250 4/3/2012 000711 SO CAL UNIFORM RENTAL 1223172 UNIFORM RENTAL 06- 003455 2701.45.610.62015 25.08 1223174 UNIFORM RENTAL 06- 003506 2051.45.410.62015 27.84 1223176 UNIFORM SERVICE 06- 003495 6051.45.450,62015 28.89 1224433 UNIFORM RENTAL 06- 003506 2051.45.410.62015 27.84 1224435 UNIFORM SERVICE 06- 003495 6051.45.450.62015 28.89 1225674 UNIFORM RENTAL 06- 003506 2051.45.410.62015 27.84 1225675 UNIFORM RENTAL 06- 003506 2051.45.410.62015 27.84 Total : 194.22 170251 413/2012 002514 SOLTERO, JORGE 2011 DEDUCTIBLE REIMBURSEMENT 1011.45.415.61035 120.00 Total: 120.00 170252 4f3f2012 007120 SPEARS, DAVID 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.510.61035 60.00 Total: 60.00 170253 4/3/2012 007620 SPECTREX CORPORATION 10168 WATER SAMPLING FOR WELL 8, 11, AN 06- 004038 6051.45.450.62015 510.00 Total: 510.00 Page: 32 vchllst 03128/2012 8:39:12AM Bankcode: apbank Voucher Date Vendor 170254 41312012 001224 STANDARD INSURANCE COMPANY 170255 4/3/2012 004968 STRICKFADEN, DIANE 170256 41312012 000884 SULLY - MILLER CONTRACTING CO. 170257 41312012 002920 SUZANNE TREJO 170258 4/3/2012 002938 TAJ OFFICE SUPPLY Voucher List Page: 33 City of Lynwood Invoice PO # Description /Account Amount 412012 LIFE INSURANCE PREMIUM 4/2012 7151.35.355.62015 430.65 1011.20140 2,623.00 Total : 3,053.65 2011 DEDUCTIBLE REIMBURSEMENT 1011.35.335.61035 170.00 Total: 170.00 319507 ASPHALT MATERIALS 06- 003532 2051.45.410.65020 1,113.00 Total: 1,113.00 2011 DEDUCTIBLE REIMBURSEMENT 2941.75.285.61035 50.00 Total: 50.00 007381 OFFICE SUPPLIES 03- 000235 1011.15.105.65015 4.35 007494 OFFICE SUPPLIES 11- 000066 2941.75.285.65015 211.42 007497 OFFICE SUPPLIES 05- 000892 1011.35.335.65015 424.09 007500 OFFICE SUPPLIES 05- 000892 1011.35.335.65015 217.49 007504 OFFICE SUPPLIES 11- 000066 2941.75.285.65015 43.05 007510 OFFICE SUPPLIES 03- 000235 1011.15.105.65015 17.88 007515 OFFICE SUPPLIES 03- 000235 1011.15.105.65015 27.23 007516 OFFICE SUPPLIES 06- 003481 2051.45.410.65015 92.83 007522 OPERATING SUPPLIES 06- 003997 6051.45.460.65020 5.32 007529 OFFICE SUPPLIES 06- 003481 2051.45.410.65015 65.20 Page: 33 Vchlist Voucher List Page: 34 03128/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170258 4/3/2012 002938 TAJ OFFICE SUPPLY (Continued) 007541 STATIONERY & OFFICE SUPPLIES 01- 000776 1011.25.205.65015 48.33 Total: 1,071.09 170259 4/3/2012 002520 TAN, MAY L. 2011 DEDUCTIBLE REIMBURSEMENT 101130.270.61035 320.00 Total: 320.00 170260 4/3/2012 000007 TAYLOR, WOODROW 136 ADMINISTRATIVE HEARING OFFICER F 02- 001295 1011.30.515.62015 900.00 Total: 900.00 170261 4/3/2012 001589 TREJO, JOSE 2011 -1 DEDUCTIBLE REIMBURSEMENT 1011.60.701.61035 115.00 Total: 115.00 170262 413/2012 006068 TRIMMING LAND COMPANY, INC. 1617 TREE TRIMMING 06- 003555 2701.45.620.62015 36,025.50 1620 TREE TRIMMING 06- 003555 2701.45.620.62015 1,268.50 Total: 37,294.00 170263 4/3/2012 004087 UDEOCHU, JOE 2011 DEDUCTIBLE REIMBURSEMENT 1011.30.270.61035 70.00 Total : 70.00 170264 4/312012 003949 VELASQUEZ, SYLVIA 2011 DEDUCTIBLE REIMBURSEMENT 6051.30.315.61035 40.00 Total: 40.00 170265 4/3/2012 005786 VELAZQUEZ, JOSE 2011 DEDUCTIBLE REIMBURSEMENT 1011.45.415.61035 100.00 Total: 100.00 170266 4/312012 004650 WATER REPLENISHMENT DISTRICT 112012 GROUND WATER PURCHASE ASSESSI 06- 003498 6051.45.450.67415 123,249.28 Page: 34 vchlist Voucher List Page' 35 03/28/2012 8:39:12AM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO# Description /Account Amount 170266 413/2012 004650 004650 WATER REPLENISHMENT DISTRICT (Continued) Total : 123,249.28 170267 4/3/2012 002912 WATERLINE TECHNOLOGIES, INC 5199664 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 175.85 5199665 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 169.45 5199666 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 255.78 5199667 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 265.37 5200166 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 159.86 5200167 SODIUM HYPOCHLORITE SOLUTION 06- 003919 6051.45.450.65020 159.86 Total: 1,186.17 170268 413/2012 000477 WEBSTER'S BEE REMOVAL SERVICES 07482 BEE REMOVAL SERVICES ON CITY PRi 06- 003467 2701.45.610.62015 145.00 Total: 145.00 170269 4/3/2012 000802 WEST, KENNETH 3/13/2012 PLANNING COMMISSION STIPEND 04- 000382 1011.50.505.60999 25.00 Total: 25.00 170270 413/2012 000288 WESTGROUP DESIGNS, INC. 10736 -19 DESIGN OF NEW CITY HALL CHAMBER 06- 003736 4011.67.905.62015 35,375.00 Total: 35,375.00 170271 4/3/2012 002430 YOLANDA DELGADILLO 2011 DEDUCTIBLE REIMBURSEMENT 1011.35.330.61035 220.00 Total: 220.00 170272 4/3/2012 004157 YOUNGER, BILLY 3/13/2012 COMMISSION MEETING STIPEND 04- 000383 1011.50.505.60999 25.00 Total : 25.00 170273 4/3/2012 006970 ZARAGOZA, GEORGE 2011 DEDUCTIBLE REIMBURSEMENT 1011.50.605.61035 20.00 Page: 35 \\lst x.39,1 L n" 12$1�p1? E aPbahk G0� GEpRG anK code' B vend9o�r 0 4 yUMDO P5 R 91\N0 pa � y US RlR { \E c 31 v °h 41 1i02�3 OOp16 41312012 17024 uch0rsforba ^k code aPbahk 1145 vOOChe� rn his reP °R voUphg� L \Std 2p.pp it °f V-1 niPcco\A Iota\ Descr\ to 1,500 5 PG STREET S \G\ S 761.25 pVS 6 2 p0 rvo\ce lCoodnoed) �� 514y S S�REEj g \GNS jolt 2 62 12 p6.0040p0 v p5 �q5 410 65020 \ 616,663 p13A26g 00 2 Bank tots ' p16,663 12 p135538 103\ 40u6%ef 36 vchlist Voucher List Page: 37 03128/2012 2:41:29PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170275 4/3/2012 007659 AGUAYO, JESSE Ref000061728 UB Refund Cst #052424 6051.20103 67.55 Total: 67.55 170276 4/3/2012 007553 ALTISOURCE SOLUTIONS INC. Ref000061742 UB Refund Cst #052549 6051.20103 132.86 Total: 132.86 170277 4/3/2012 007677 BAUTISTA, OSCAR Ref000061747 UB Refund Cst #052601 6051.20103 105.00 Total: 105.00 170278 4/3/2012 007645 BOARDWALK PROPERTIES Ref000061714 UB Refund Cst #051448 6051.20103 33.58 Total: 33.58 170279 4/312012 007480 BROWN, ALFRED Ref000061710 UB Refund Cst #042757 6051.20103 200.00 Total: 200.00 170280 413/2012 007658 BUCHAN, ROB Ref000061727 UB Refund Cst #052419 6051.20103 76.05 Total: 76.05 170281 4/3/2012 007641 CABRERA,MARTHA Ref000061709 UB Refund Cst #042530 6051.20103 100.00 Total: 100.00 170282 4/3/2012 007542 CARRILLO, GERARDO Ref000061707 UB Refund Cst #040969 6051.20103 278.00 Total: 278.00 170283 4/3/2012 007656 CRIES SB, INC. Ref000061725 UB Refund Cst #052373 6051.20103 74.89 Total : 74.89 170284 4/3/2012 007652 EAST END PROPERTIES Ref000061721 UB Refund Cst #052313 Page: 37 vchlist 0312812012 2:41:29PM Voucher List City of Lynwood Page: 38 Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170284 4/3/2012 007652 EAST END PROPERTIES (Continued) 6051.20103 58.60 Total: 58.60 170285 4/3/2012 007657 EDISON, RON Ref000061726 UB Refund Cst #052386 6051.20103 76.69 Total: 76.69 170286 4/3/2012 007655 ESTATE NETWORK, L.A. REAL Ref000061724 UB Refund Cst #052372 6051.20103 63.25 Total: 63.25 170287 4/3/2012 007680 EXOTIC DECO INC., FRANCISCO Ref000061750 UB Refund Cst #052611 6051.20103 79.31 Total: 79.31 170288 4/3/2012 007643 GARCIA, JOSE 8 MIRNA Ref000061712 UB Refund Cst #047232 6051.20103 0.11 Total: 0.11 170289 4/3/2012 007661 GONZALEZ, GLORIA Ref000061730 UB Refund Cst #052437 6051.20103 71.50 Total: 71.50 170290 4/3/2012 007672 HOLDINGS, LLC., REME Ref000061741 UB Refund Cst #052547 6051.20103 71.70 Total: 71.70 170291 4/3/2012 007682 HORIZON LLC, RANCHO Ref000061752 UB Refund Cst #052620 6051.20103 107.86 Total: 107.86 170292 4/3/2012 007670 INC., SUMMERTIME Ref000061739 UB Refund Cst #052512 6051.20103 105.00 Total : 105.00 170293 4/3/2012 007647 JERVIS, JERRY Ref000061716 UB Refund Cst #051982 6051.20103 26.37 Page: 38 vchlist Voucher List Page: 39 03128/2012 2:41:29PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170293 4/3/2012 007647 007647 JERVIS, JERRY (Continued) Total : 26.37 170294 4/3/2012 007667 JERVIS,KENNY Ref000061736 UB Refund Cst #052489 6051.20103 105.00 Total : 105.00 170295 4/3/2012 007685 LOPEZ, ANTONIO JAUREGUI Ref000061755 UB Refund Cst #052649 6051.20103 38.50 Total : 38.50 170296 4/3/2012 007671 MGT. LLC, RIVERHAWK PROPERTY Ref000061740 UB Refund Cst #052515 6051.20103 52.22 Total : 52.22 170297 4/3/2012 007693 OCHOA, ELIZABETH Ref000061763 UB Refund Cst #052794 6051.20103 58.19 Total : 58.19 170298 4/3/2012 007666 PADILLA, STEVEN Ref000061735 UB Refund Cst #052467 6051.20103 89.55 Total: 89.55 170299 4/3/2012 007642 PALACIOS, CARMEN Ref000061711 UB Refund Cst #045037 6051.20103 87.00 Total: 87.00 170300 4/3/2012 007678 PROPERTIES INC., EAST END Ref000061748 UB Refund Cst #052605 6051.20103 35.01 Total: 35.01 170301 4/3/2012 007679 PROPERTIES INC., EAST END Ref000061749 UB Refund Cst #052606 6051.20103 52.71 Total: 52.71 170302 4/3/2012 007674 RAMOS, ARTURO Ref000061744 UB Refund Cst #052564 6051.20103 39.51 Total : 39.51 Page: 39 vchlist Voucher List Page: 40 03/28/2012 2:41:29PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170303 4/3/2012 007673 REALTY, CO., MODERN Ref000061743 UB Refund Cst #052555 6051.20103 109.67 Total : 109.67 170304 4/3/2012 007668 REALTY, MSBC Ref000061737 UB Refund Cst #052501 6051.20103 67.73 Total : 67.73 170305 4/3/2012 007665 REALTY, VANTUS Ref000061734 UB Refund Cst #052457 6051.20103 105.00 Total: 105.00 170306 4/3/2012 007662 REME HOLDINGS LLC Ref000061731 UB Refund Cst #052448 6051.20103 70.62 Total: 70.62 170307 4/3/2012 007663 SO SEAPORT THREE, LP Ref000061732 UB Refund Cst #052450 605120103 170.55 Total: 170.55 170308 4/312012 007676 SEEBER, LYNN Ref000061746 UB Refund Cst #052600 6051.20103 75.04 Total : 75.04 170309 4/312012 007664 SHANDROW, MARK Ref000061733 UB Refund Cst #052455 6051.20103 71.13 Total : 71.13 170310 413/2012 007669 SINATRA, LEONARD Ref000061738 UB Refund Cst #052502 6051.20103 105.00 Total : 105.00 170311 4/312012 007654 SUMMEERTIME INC Ref000061723 UB Refund Cst #052363 6051.20103 69.29 Total : 69.29 170312 4/3/2012 007690 TORRES, CARMEN Ref000061760 UB Refund Cst #052727 6051.20103 59.79 Page: 40 vchlist Voucher List Page: 41 03128/2012 2:41:29PM City of Lynwood Bank code: apbank Voucher Date Vendor Invoice PO # Description /Account Amount 170312 4/3/2012 007690 007690 TORRES, CARMEN (Continued) Total: 59.79 170313 4/3/2012 007646 UBANDO, RAUL Ref000061715 UB Refund Cst #051960 6051.20103 38.99 Total : 38.99 170314 4/312012 007689 VASQUEZ JR., MISAEL Ref000061759 UB Refund Cst #052718 6051.20103 56.60 Total : 56.60 170315 4/3/2012 007688 VAZQUEZ, MIGUEL Ref000061758 UB Refund Cst #052686 6051.20103 71.15 Total : 71.15 170316 4/312012 007687 VILLANUEVA, ALEJANDRO Ref000061757 UB Refund Cst #052663 6051.20103 65.33 Total : 65.33 170317 4/3/2012 007660 YANG UK, KIM Ref000061729 UB Refund Cst #052430 6051.20103 100.00 Total: 100.00 43 Vouchers for bank code: apbank Bank total : 3,521.90 43 Vouchers in this report Total vouchers : 3,521.90 Page: 41 ?"QTR "d`Y.; �. zrJU.s,� , AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the -City Council APPROVED BY: Roger L. Haley City Manage PREPARED BY: G. Daniel Ojeda, P.E., Director of Public Works / Cit ngineer Elias Saikaly, Engineering Manager SUBJECT: Transfer AB 2766 Subvention Funds to Garage Fund Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE TRANSFER OF AB 2766 SUBVENTION FUNDS TO THE GARAGE FUND FOR VEHICLE ACQUISITION AND FOR THE DESIGN & CONSTRUCTION OF ELECTRIC VEHICLE CHARGING STATIONS IN THE NEW CIVIC CENTER ". Background: Since 1991, local governments have received AB 2766 funds to implement programs that reduce air pollution from motor vehicles. The AB 2766 Subvention Program provides a funding source for cities and counties to meet requirements of federal and state Clean Air Acts, and for implementation of motor vehicle measures in the AQMD Air Quality Management Plan (AQMP). In line with this program, the City plans to acquire new vehicles that meet the standards set by the AQMD. Discussion & Analysis: The City needs to begin replacing its aging air polluting vehicle fleet with more modern cleaner fuel burning vehicles. As such, staff is requesting authorization to procure vehicles using the competitive bid process. It is important to note that the AB 2766 Subvention Funds are to be used only for the reduction of air pollution related issues. Staff plans to spend $60,000 on new vehicles and $40,000 on the design and construction of an electric vehicle charging station at the New City Hall building. iz Staff requests authorization to transfer funds as follows: From Fund: AB 2766 Subvention Fund Account #: 2451.45.32145 Amount: $60,000 From Fund: AB 2766 Subvention Fund Account #: 2451.45.32145 Amount: $40,000 Fiscal Impact: To Fund: Garage Fund Account #: 7011.45.420.66025 Amount: $60,000 To Fund: New City Hall Project Account #: 4011.67.905 Amount: $40,000 The action recommended in this report will have no fiscal impact on the general fund budget. The general fund budget will increase by $100,000 due to the transfer of funds and subsequently the fund will be reduced by $100,000 after the purchase of vehicles and design related costs for the electric vehicle charging station resulting in a net zero impact to the general fund. Coordinated With: City Manager's Office City Attorney's Office Finance Department 2 RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE TRANSFER OF AB 2766 SUBVENTION FUNDS TO THE GARAGE FUND FOR VEHICLE ACQUISITION AND FOR THE DESIGN & CONSTRUCTION OF ELECTRIC VEHICLE CHARGING STATIONS IN THE NEW CIVIC CENTER WHEREAS, the purpose of AB 2766 Subvention Fund is to reduce air pollution from motor vehicles; and WHEREAS, the City intends to use the AB 2766 Subvention Fund to purchase vehicles that meet AQMD standards; and WHEREAS, the City desires to begin replacing its aging air polluting vehicle fleet. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That the city council authorizes the transfer of funds from AB 2766 Subvention Fund (2451.45.32145) to the Garage Fund (7011.45.420.66025) in the amount of $100,000. Section 2. The City Clerk shall certify as to the adoption of this Resolution. Section 3. That this resolution becomes effective immediately. PASSED, APPROVED and ADOPTED this 3`d day of April, 2012. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney Jim Morton Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: G. Daniel Ojeda, P.E. Director of Public Works / City Engineer 3 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, do hereby certify that the above and foregoing resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting held in the City Hall of said City on the day of AYES: NOES: ABSENT: and passed by the following vote: City Clerk, City of Lynwood STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and forgoing is a full, true and correct copy of Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of City Clerk, City of Lynwood 4 iQT3RY r : i a` �G ia• "UiyvJ� DATE: TO: APPROVED BY: PREPARED BY: BY: AGENDA STAFF REPORT April 3, 2012 Honorable Mayor and Members of the City Council Roger L. Haley, City Managtr�� G. Daniel Ojeda, P.E., Director of Public Works /City EITgineer Paul Nguyen, P.E. Capital Improvement Program Manager SUBJECT: Contract Amendment No. 2 for the Design of Facilities for Siting of Emergency Generators and Site Improvements at Water System Facilities. Project No's 4011.67.901 and 4011.67.910 Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT AMENDMENT NO. 2, IN THE AMOUNT OF NOT -TO- EXCEED $30,780 WITH LINKTURE CONSULTING ENGINEERS FOR THE SITING OF FOUR EMERGENCY GENERATORS AND SITE IMPROVEMENTS TO WATER WELLS NO'S. 8, 9, 11 &19; SITING OF AN EMERGENCY GENERATOR AT THE PUBLIC WORKS YARD; AND SITE IMPROVEMENTS TO WATER WELL NO. 5; PROJECT NO'S. 4011.67.901 AND 4011.67.910; AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT AMENDMENT." Background: On August 2, 2011 pursuant to the City Council Resolution No. 2011.180, Linkture Consulting Engineers (LCE) was retained at a contract amount of $178,975.00 to prepare plans and construction documents for the siting of emergency generators at the sites of Water Wells No's. 8, 9, 11 and 19 and at the Public Works Yard and for designing site improvements at Water Well No. 5. On December 20, 2011, the City Council approved Contract Amendment No. 1 in the amount of $91,965 for LCE to prepare the design of additional project improvements bringing the design contract to a total of $270,940. This contract amendment was for the additional design cost to address the safety and electrical deficiencies that exist at all the well sites and the modification of certain pumping equipments. Discussion & Analysis: As LCE moved forward with the new design scope of work, staff and the consultant have jointly identified the need for additional water production equipment principally AGENDA related to the liquid chlorination process used at Wells No's 8 & 19 and at the Booster STEM Pump Station. Under Contract Amendment No.1, LCE was authorized to proceed to 13 change the pumping equipment at these sites from single speed motors to more efficient variable frequency drive motors; however the design for a variable rate chlorination system was inadvertently not addressed at that time. Also, staff has identified the need for additional well site security lighting and a remote electrical generator testing system that is compatible with the SCADA system that will be installed in the City's water system. The additional design cost is $30,780 which was negotiated down by staff from an initial amount of $57,000. Staff has determined that the inclusion of the additional design items is prudent and will prove to be more economical in the long -term which will benefit the project and the City's Water System. Fiscal Impact: Funds are available in the corresponding project budgets. Coordinated With: City Attorney's Office Finance Department City Clerk's Office 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING CONTRACT AMENDMENT NO. 2, IN THE AMOUNT OF NOT -TO- EXCEED $30,780 WITH LINKTURE CONSULTING ENGINEERS FOR THE SITING OF FOUR EMERGENCY GENERATOR SETS AND SITE IMPROVEMENTS TO WATER WELLS NO.S 8, 9, 11 & 19; SITING OF AN EMERGENCY GENERATOR AT THE PUBLIC WORKS YARD; AND SITE IMPROVEMENTS TO WATER WELL NO. 5; PROJECT NO'S. 4011.67.901 AND 4011.67.910; AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT AMENDMENT WHEREAS, on August 2, 2011, the City Council awarded a contract to Linkture Consulting Engineers in the amount of $178,975.00 to prepare plans and construction documents for the siting of emergency generators at four well sites and the Public Works Yard and the site improvements of Well No.5; and WHEREAS, On December 20, 2011, the City Council approved Contract Amendment No.1 in the amount of $91,965 for additional engineering design services relating to the well site safety, electrical deficiencies and modifications to pumping equipment; and WHEREAS, staff and the design consultant have now identified the need for additional water production equipment, well site security lighting and water system operation flexibility, principally related to the liquid chlorination process used at Wells No's 8 & 19 and at the Booster Pump Station; and WHEREAS, it is prudent and economically beneficial for said improvements to be designed and included in the contract design scope; and WHEREAS, at the request of the City and after extensive negotiations, Linkture Consultant Engineers has agreed to perform this additional design work for a not -to- exceed fee of $30,780.00; and WHEREAS, Staff has found that the proposed fee is reasonable; and WHEREAS, the project budgets are adequate to cover said additional design fee. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. That the City Council of the City of Lynwood approves the Contract Amendment No. 2 to the consulting engineering design contract with Linkture Consulting Engineers in the amount not -to- exceed $30,780.00. 0 Section 2. That the Mayor is authorized to execute said contract amendment in a form approved by the City Attorney. Section 3. That this resolution shall take effect immediately upon its adoption. Section 4. That the City Clerk shall certify as to the adoption of this City Council Resolution. PASSED, APPROVED and ADOPTED this 3rd day of April, 2012. ATTEST: Maria Quin6nez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney 4 Jim Morton Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: G. Daniel Ojeda, P.E. Director of Public Works / City Engineer STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City do hereby certify that the above and foregoing resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting of said City Council on the day of AYES: NOES: ABSENT: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) 2012 and passed by the following vote: City Clerk, City of Lynwood I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and forgoing is a full, true and correct copy of Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of h 20 City Clerk, City of Lynwood Op L7y� AGENDA STAFF REPORT tLtgp4� DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: Alfredo J. Lopez III, Human Resources Director Lillian Ayala, Risk Manager O SUBJECT: Claim for Damages by Southern California Edison Recommendation: Staff recommends that the City Council reject the claim of Southern California Edison against the City of Lynwood and direct staff to send a standard letter of rejection. Background: On February 6, 2012, the Southern California Edison submitted a claim for indemnity, contribution and declaratory relief in connection with the County of Los Angeles Superior Court of California Case No. TCO25669, Eva Paz; Venecia Paz v. City of Lynwood. This case is an existing litigation considered under closed session on February 21, 2012, involving an auto accident and alleged failed traffic lights that occurred on July 29, 2010 at the intersection of California and Imperial Highway. Discussion & Analysis: In addition to the claim, Edison also filed a cross complaint against the City and the co- defendant for indemnity and apportionment of fault on February 6, 2012. Edison's liability is an issue in this case that will need to be evaluated through the discovery process as part of the current litigated case. The City's indemnity is unknown and it is appropriate to reject this claim until such time as and if it is determined through discovery that Edison is not responsible. Fiscal Impact: The action recommended in this report will not have a fiscal impact on the City ITEM Coordinated With: Public Works City Attorney Attachments: Claim Form .,jSOUTHERN CALIFORNIA EDISON" M EDISON fN7FRN.4710R.4LQ Company CERTIFIED MAIL City of Lynwood California Attn: Claims Division 11330 Bullis Road Lynwood, CA 90262 Reference: Date of Occurrence: Location: Our File No: Ladies and Gentlemen: Tom Gishwiller Claims Representative 2 February 2, 2012 201200375 Paz, Eva CInoFE I/ O D FEB 6 2012 PERSoNNEI January 6, 2012 Imperial Highway and California Ave., Lynwood, CA 201200375 Enclosed is our Claim Against a Governmental Agency for indemnity, contribution and declaratory relief to the City of Lynwood, California in connection with County of Los Angeles Superior Court of California Case No. TCO25669, entitled Eva Paz; Venecia Paz v. City of Lvnwood. a municipality, Janet Renee Lira, Southern California Edison Company, and Does I to 50, inclusive Additionally, please find enclosed your Liability City Claim Reporting Form For all Persons or Property. Upon receipt and review of the enclosed documents, please contact me at the phone number listed below. Please reference our file number, 201200375, on all correspondence. Sincerely, 6 Pn Tom Gishwiller enclosures P.O. Box 900 2244 Walnut Grove Ave. Rosemead, California 91770 626 - 302 -6527 Fax (626) 569 -2573 Our File No. 201200375 CLAIM AGAINST A GOVERNMENTAL AGENCY The Southern California Edison Company, a corporation, ( "Edison ") is hereby presenting its claim for indemnity, contribution and declaratory relief to the City of Lynwood in connection with County of Los Angeles Superior Court of California Case No. TCO25669, entitled Eva Paz, Venecia Paz v. City of Lynwood, it municipality, Janet Renee Lira Southern California Edison Company (Doe 1), and Does I to 50, inclusive, for Motor Vehicle Property Damage and Personal Injury in excess of $25,000 according to proof, and makes the following statement in support of the claim: 1. The injury occurred on (date and time): January 6, 2012 at approximately 12:00 p.m. 2. Location: 2244 Walnut Grove Avenue, Rosemead, CA 91770 3. The injury occurred as a result of: On January 6, 2012, Edison was served with a Summons and Complaint in the County of Los Angeles Superior Court of California action entitled Eva Paz, Venecia Paz v. City of Lynwood, a municipal entity Janet Renee Lira• Southern California Edison Company, a corporation (Doe 1) Case No. TCO25669, (a copy of which is attached hereto) in which the plaintiffs allege that Eva Paz and Venecia Paz, sustained personal injury and property damage as a result of a vehicle accident on July 29, 2010 at 08:25 a.m., at the intersection of Imperial Highway and California Avenue, Lynwood, CA. It is alleged that the incident and injury occurred due to General Negligence and Premises Liability for failure to maintain, repair and properly operate its tri -phase light. Specifically, the lights were out at the intersection of Imperial Highway and California Avenue. The City of Lynwood knew about the condition of the lights with adequate time to have either repaired the lights or dispatched a safety officer to assist with traffic control at this major intersection, but the City of Lynwood failed to do so. 4. General description of damages: Eva Paz and Venecia Paz allege injuries for wage loss, loss of use of property, hospital and medical expenses, general damage, property damage, loss of earning capacity and injury in their health, strength, and activity, sustaining injuries to their nervous systems and persons, all of which injuries have caused and continue to cause Plaintiffs great mental, physical, and emotional pain and suffering as a result of the incident. Edison seeks equitable indemnity, contribution and declaratory relief as a result of being served with the First Amended Complaint. 5. Amount or estimate of damages or repair costs: Plaintiffs allege that their damages are for Compensatory damages in excess of $25,000 according to proof. All correspondence in regard to this claim should be addressed to: Southern California Edison Companv (Claims Department), P.O. Box 900, Rosemead, California 91770, Attention: Tom Gishwiller VERIFICATION AND CERTIFICATION State of California, County of Los Angeles (ss.) Tom claim and knows the contents thereof; and that the same is Gishwiller, being by me duly sworn, deposes and says: that true and correct of his/her own knowledge, except as to the he /she is a Claims Representative for Southern California matters which are therein stated upon his /her information Edison Company, a corporation, claimant; that he /she has read the foregoing or belief, and as to those matters that he/she believes to be true. l % / Claimant's Signature (Rev. 10/11) SUBMIT TO: CITY OF LYNWOOD 11330 BULLIS ROAD LYNWOOD, CA 90262 LIABILITY DATE FILED City Claim Reporting Form CLAIM NO. For all Persons or Property DEPT. 1. CLAIMS FOR DEATH, INJURY TO PERSON, OR TO PERSONAL PROPERTY, MUST BE FILED NO LATER THAN SIX (6) MONTHS AFTER THE OCCURRENCE (Gov. Code, Sec. 911.2). 2. CLAIMS FOR DAMAGES TO REAL PROPERTY MUST BE FILED NOT LATER THAN ONE (1) YEAR AFTER THE OCCURANCE (Gov. Code, See. 911.2). 3. READ ENTIRE CLAIM FORM BEFORE FILING. 4. A")"I'ACII SEPARATE SIIEETS.IF NECESSARY, TO GIVE FULL DETAILS. Name of Claimant: Jouyntr Zw %JTIIIVWVI_Ci LL/ /JViV per ^s nw Date of Birth: MIA Social Security No.: N�f % q Home address of claimant: )-a q 1 W4INWf 644 t, � / P. J - 60�X I () 0 City: "0 '-l`vtW State: S,tA Zip Code: 9) 7 70 Telephone No.:C ;t Give address to which you desire notice or communication to be sent regarding this claim: Yt�� jl'jk.C_TCity: State: CA Zip Code: , Date of Accident: J / 7V*7 p 1 �1 I Time: AM Y PNt1 LltfJ_ Place of Accident: How did damage or iniury occur? (Give full details) Were Sheriffs at the scene? Yes -%—No File No. (If known): 1) 0 - 1 3 Z S 1 -a I j) — 17 a- What particular actor omission do you claim caused the i ury or damage? Cyive the name of the City employee causing the injury or damage, if known: /A Give total atnoupt of claim (include estimate amount of any prospective injury or damage): How was amount of claim computed? (Be spe tfi . List doctor bills, wage rate repair estimates, etc.) Please attach two original estimates. /�i�r5t' �� �J — 2�-Xkf h 11 _. Expenditures made on account of accident or injury (date and item): ii/ 0 PLEASE READ THE FOLLOWING CAREFULLY For all accident claims, place on following diagram names of streets, including North, East, South and West; indicate place of accident by "X" and by showing house numbers or distance to street corners. If City vehicle was involved, designate by letter "A" location of City vehicle when you first saw it, and by °B" location of yourself or your vehicle when you first saw City vehicle; location of City vehicle at the time of accident by "A -1" and location of yourself or your vehicle at the time of the accident by `B -I" and the point of impact by "X ". Note: If diagrams below do not fit the situation, attach a proper diagram signed by claimant 7, FOR AUTOMOBILE ACCIDENTS 1� 1 Rios airy q7 FOR OTHER ACCIDENTS z / SIDEWALK CURS CURB SIDEWALK I HAVE READ THE FOREGOING CLAIM AND KNOW THE CONTENTS THEREOF: AND CERTIFY THAT THE SAME IS TRUE OF MY OWN KNOWLEDGE EXCEPT AS TO THOSE MATTERS WHICH ARE MERE STATED UPON MY INFORMATION AND BELIEF: AND AS TO THOSE MATTERS I BELIEVE IT TO BE TRUE. I CERTIFY (OR DECLARE) UNDER PENALTY OF PERIURY�T'HAT THE FOREGOING IS TRUE AND CORRECT. HR/Po LmbiliKl.h Exhibit A How did damage or iaLuM occur? (Give full details) The injury occurred as a result of, On January 6, 2012, Edison was served with a Summons and Complaint in the County of Los Angeles Superior Court of California action entitled Eva Paz. Venecia Paz v. City of Lynwood, a municipal entity, Janet Renee Lira• Southern Califomia Edison Company, a corporation (Doe 1), Case No. TCO25669, (a copy of which is attached hereto) in which the plaintiffs allege that Eva Paz and Venecia Paz, sustained personal injury and property damage as a result of a vehicle accident on July 29, 2010 at 08:25 a.m., at the intersection of Imperial Highway and California Avenue, Lynwood, CA. It is alleged that the incident and injury occurred due to General Negligence and Premises Liability for failure to maintain, repair and properly operate its tri-phase light. Specifically, the lights were out at the intersection of Imperial Highway and California Avenue. The City of Lynwood knew about the condition of the lights with adequate time to have either repaired the lights or dispatched a safety officer to assist with traffic control at this major intersection,.but the City of Lynwood failed to do so. SUMMONS ON FIRST AMENDED (CITACIONJUDICIAL) COMPLAINT FO PARA US (SOLO PARR U50 OE LA COR TEI NOTICE TO DEFENDANT: City of Lynwood, a municipal (AVISOALDEMANDADO): entity; Janet Renee Lira and DOES 1 to 50, inclusive ZS YOU ARE BEING SUED BY PLAINTIFF: Eva Paz; Venecia Paz (LO ESTA DEMANDANDO EL DEMANDANTE): NOTICE You have been sued! The court may decide against you without your being heard unless you respond within 30 days. Read the information below. You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at this court and have a copy served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your case. There may be a court form that you can use for your response. You can find these court forms and more information at the California Courts Online Self -Help Center (www.courtinfo.ca.gov /selfhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court. There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate these nonprofit groups at the California Legal Services Web site (www.lawhelpcalifornia.org), the California Courts Online Self -Help Center (www.courtinfo.ca.gov/selfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case. IAVISOI Lo hen demandado. Si no responde dentro de 30 dlas, la code puede decidir an su contra sin escuchar so version. Lea la informacibn a continuaci6n Tone 30 DIAS DE CALENDARIO despues de qua le entreguen esta citaci6n y papeles legales para presenfar Una respuesta par escrito an esta code y hater que se entregue Una copia of demandante. Una Carta o Una llamada telef6nica no to protegen. Su respuesta par escrito tiene quo ester en formato legal correcto si closest que procesen so caso an la corle::Es pfosible que heya un formulario que usted pueda usar para su respuesta. Puede encontrar estos formularios de la torte y m8s informacibn en at Centro de Ayuda de las Cortes de California (www.sucorte.ca.gov), an la biblioteca de [eyes de su condado o en la code que ie queue mas cerca. Si no puede pager Is cuota de presentacidn, pida al secretario de la carte que /e dd on foonulano de exenci6n de pago de cuotas. Si no presenta so respuesta a tiempo, puede perder el caso par incumplimfento y Is Corte le podra quitar so sueldo, dinero y bienes sin mas adveitencia. Hay otros requisitos legales. Es recomendable que flame a on abogado inmediatamente. Si no Conoco a un abogado, puede llamar a on servicio de remisidn a abogados. Si no puede pager a un abogado, es posible que cumpla con los requisilos para obtener servicios legales gratuitos de un programa de servicios legales sin fines de lucro, Puede encontrar estos grupos sin fines de lucro on el sitio web de California Legal Services, (www.lawhelpcalifom1a.org), en el Centro de Ayuda de las Cones de California, (www,sucorte.ca.gov) o poniendose en contacto con la code o of colegio de abogados locales. AVISO: Par ley, la code tiene derecho a reclamar /as cuotas y los costos exentos par imponer on gravamen sabre cualquierrecuperac!6n de $10,000 6 mas de valor recibida mediante on acuerdo o Una concesi6n de arbilraje an on caso de derecho civil. Tiene que pagar of gravamen de la torte antes de cue la torte Dueda desechar of caso. CASENUMBER' (EI nombre y direcci6n de /a carte es): (NOmem del caw)r_ Los Angeles Superior Court -- Unlimited 1 LZ ZS�U �i 200 West Compton, Blvd. 200 West Compton: Blvd. Compton, CA 90220 The name, address, and telephone number of plaintiffs attorney, or plaintiff without an attorney, is: (Ef nombre, la direcci6n y el numero de teldfono del abogado del demandante, o del demandante que no tene abogado, es): Matthew K. Joy, Esq. SBN 245259 (213) 388 -7788 (213) 401 -1096 JUAN J. DOMINGUEZ APLC 3250 Wilshire Blvd., Ste. 2200 OINK Los Angeles, CA 90010 (1 °ei�' �¢r!,.� €�` DATE: Clerk, by Deputy (Fecha) rnrrra�'�ntiy (Secretado) (Adjunto) (For proof ofSAMMmons, use Proof of Service of Summons (form POS- 010).) (Para prueba de entrega de esta citati6n use el formulano Proof of Service of Summons, (POS- 010)). Form Adepled for Mandatory Use NOTICE TO THE PERSON SERVED: You are served 1. 0 as an individual defendant. 2. i�L as the person sued under the fictitious name of (specify): 3.� on behalf of(specify)5wfkc (dh(rr.IR under: tgDl CCP 416.10 (corporation) 0 CCP 416.60 (minor) CCP 416.20 (defunct corporation) CCP 416.70 (conservatee) CCP 416.40 (association or partnership) 0 CCP 416.9pR�}�; razed p/rso/n L O other (specify): 1 .� .r r TIA&M. , Yi �1 gtlmm INR vna 96 .,,In aas Al TORN EY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address) Matthew K., Joy, Esq. SBN 245259 JUAN J. DOMINGUEZ, APLC 3250 Wilshire Blvd., Ste. 2200 3250 Wilshire Blvd., Ste. 2200 Los Angeles, CA 90010 TELEPHONE NO: (213) 388 -7788 FAX NO. (Opbonal): (213) 401 -1096 EMAIL ADDRESS topronap: mj o y @ j uanj domingue z . com SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles STREETADDREss:200 West Compton Blvd. MAILING ADDRESS: 200 West Compton. Blvd, CITY AND ZIP CODE: Compton, CA 90220 PLAINTIFF: necia Paz DEFENDANT: City of Lynwood, a municipal entity; Janet Renee Lira and Q DOES TO , 50, inclusive COMPLAINT — Personal Injury, Property Damage, Wrongful Death M AMENDED (Number): FIRST Type (checkoff that apply): QMOTOR VEHICLE Q OTHER (specify): Premises Liability FProperty Damage Q Wrongful Death EX Personal Injury Q Other Damages (specify): Jurisdiction (check all that apply): D ACTION IS A LIMITED CIVIL CASE CASE NUMBER: Amount demanded B does not exceed $10,000 TLULh tebol exceeds $10,000, but does not exceed $25,000 ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) Q ACTION IS RECLASSIFIED by this amended complaint Q from limited to unlimited F-1 from unlimited to limited 1. Plaintiff (name ornames): Eva Paz; Verlecia Paz alleges causes of action against defendant (name or names): City of Lynwood, a municipal Renee Lira and DOES 1 to 50, inclusive 2. This pleading, including attachments and exhibits, consists of the following number of pages: 3. Each plaintiff named above is a competent adult a. Q except plaintiff (name): (1) Q a corporation qualified to do business in California (2) Q an unincorporated entity (describe): (3) Q a public entity (describe): (4) Q a minor Q an adult (a) Q for whom a guardian or conservator of the estate or a guardian ad litem has been appointed (b) Q other (specify): (5) Q other (specify): ' b. L3 except plaintiff (name): (1) Q a corporation qualified to do business in California (2) Q an unincorporated entity (describe): (3) Q a public entity (describe): (4) Q a minor Q an adult (a) Q for whom a guardian or conservator of the estate or a guardian ad litem has been appointed (b) Q other (specify): (5) 0 other (specify). 2 S entity; Janet 0 Information about additional plaintiffs who are not competent adults is shown in Attachment 3. Page 1 or 3 'orm Ei.l Apploved C...ii Optional Use COMPLAINT— Personal Injury, - Property i al Code of Civil Procedure, § 425,12 lutllnel Council of California �, � 1 c� SHORTTITLE: Paz v. City of Lynwood, et al. 4. "=Plaintiff (name): is doing business under the fictitious name (specify): CASE NUMBER_ and has complied with the fictitious business name laws. 5. Each defendant named above is a natural person a. X� except defendant (name): City of Lynwood c. 0 except defendant (name): (1) a business organization, form unknown (2) a corporation (3) 0 an unincorporated entity (describe): (4) EXI a public entity (describe): a municipal entity (5) = other (specify): b. 0 except defendant (name): (1) a business organization, form unknown (2) a corporation (3) 0 an unincorporated entity (describe): (4) � a public entity (describe): (5) Q other (specify): (1) a business organization, form unknown (2) a corporation (3) an unincorporated entity (describe): (4) [=1 a public entity (describe): (5) = other (specify): d. 0 except defendant (name): (1) = a business organization, form unknown (2) a corporation (3) Q an unincorporated entity (describe); (4) 0 a public entity (describe): (5) Q other (specify): Information about additional defendants who are not natural persons is contained in Attachment 5. 6. The true names of defendants sued as Does are unknown to plaintiff. a. M Doe defendants (specify Doe numbers): 1 to 25 were the agents or employees of other named defendants and acted within the scope of that agency or employment. b. r_X1 Doe defendants (specify Doe numbers): 2 6 to 50 are persons whose capacities are unknown to plaintiff. 7. F-1 Defendants who are joined under Code of Civil Procedure section 382 are (names): 8. This court is the proper court because a. 0 at least one defendant now resides in its jurisdictional area, b. the principal place of business of a defendant corporation or unincorporated association is in its jurisdictional area. C. 0 injury to person or damage to personal property occurred in its jurisdictional area. d, = other (specify): 9. [E Plaintiff is required to comply with a claims statute, and a. M has complied with applicable claims statutes, or b. 0 is excused from complying because (specify): tRav, January t, 20071 COMPLAINT— Personal Iniurv. Pronprtv PLO -PI -001 SHORTTITLE: Paz V. City of Lynwood, et al. CASE NUMBER: ACC' -." tali 10. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): a. X� Motor Vehicle b. = General Negligence c. Q Intentional Tort d. Q Products Liability e. = Premises Liability f. Q Other (specify): 11. Plaintiff has suffered a. 0 wage loss b. al loss of use of property c. F_X� hospital and medical expenses d. EL general damage e. 0 property damage f. [XI loss of earning capacity g. F_X_J olherdamage(specify): Plaintiffs have been hurt and injured in their health, strength, and activity, sustaining injuries to their nervous systems and persons, all of which injuries have caused and continue to cause Plaintiffs great mental, physical, and emotional pain and suffering. 12. Q The damages claimed for wrongful death and the relationships of plaintiff to the deceased are a. Q listed in Attachment 12. b. Q as follows: 13. The relief sought in this complaint is within the jurisdiction of this court. 14. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for a. (1) XD compensatory damages (2) Q punitive damages The amount of damages is (in cases forpersonal injury or wrongful death, you must check (1)): (1) according to proof (2) Q in the amount of: $ 0. 00 15. [_X_1 The paragraphs of this complaint alleged on information and belief are as follows (specify paragraph numbers): MV -1; MV -2; GN -1; Prem. L -1 - L5. Date: October 19, 2011 Matthew K. Joy, Eso. ® yl "W (TYPE OR PRINT NAME) (SIGNATURE OF PUD -PIaO, IR.�.Jvo .,1.20071 -COMPLAINT — Personal Injury, Property Page 1 of 3 _ .PLD- Pl-001 i SHORTTITLE: .Paz V. City of Lynwood, et al. CASE NUMBER: First CAUSE OF ACTION —Motor Vehicle (number) ATTACHMENT TO LXJ Complaint = Cross - Complaint (Use a separate cause of action form for each cause of action.) Plaintiff (name): Eva Paz; Venecia Paz MV -1. Plaintiff alleges the acts of defendants were negligent; the acts were the legal (proximate) cause of injuries and damages to plaintiff; the acts occurred on (date): July 29, 2010 at(place): Imperial Highway and California Avenue, Lynwood, CA 90262 MV -2. DEFENDANTS a. X�The defendants who operated a motor vehicle are (names): Janet Renee Lira and © Does 1 to 50, inclusive b. M The defendants who employed the persons who operated a motor vehicle in the course of their employment are (names). Janet Renee Lira and 0 Does 1 to 50, inclusive C. OThe defendants who owned the motor vehicle which was operated with their permission are (names): Janet Renee Lira and XU Does 1 to 50, inclusive El. ]The defendants who entrusted the motor vehicle are (names): Janet Renee Lira and ® Does 1 to 50, inclusive e. ©The defendants who were the agents and employees of the other defendants and acted within the scope of the agency were (names): Janet Renee Lira and FDoes 1 to 50, inclusive f. =The defendants who are liable to plaintiffs for other reasons and the reasons.for the liability are = listed in Attachment fivi =as follows: Does to Pagel Of Form Approve of Use CAUSE OF ACTION —Motor Vehicle _ Jrm Approved Councilor California Coda of Civil Procedure 425 12 PLO PI- 001(1)(Rey.January 1, 200]1 So iz $ Q-' Pus SHORTTITLE:. Paz v. City of Lynwood, et al. I CASE NUMBER: Second CAUSE OF ACTION — General Negligence (number) ATTACHMENT TO ® Complaint 0 Cross - Complaint (Use a separate cause of action form for each cause of action.) GN -1. Plaintiff (name): Eva Paz; Venecia Paz alleges that defendant (name): Janet Renee Lira and ® Does 1 to 50, inclusive PLD -PI -001 Page Five was the legal (proximate) cause of damages to plaintiff. By the following acts or omissions to act, defendant negligently caused the damage to plaintiff on (date): July 29, 2010 at (place): Imperial Highway & California Ave, Lynwood, CA 90220 (description of reasons forliab(lity): At said time and place, Defendant Janet Renee Lira so negligently owned, operated, maintained and entrusted a motor vehicle so as to cause it to collide with the vehicle occupied by Plaintiffs. As a direct result of the collision caused by Defendant's negligence, Plaintiffs were injured and continue to suffer injuries and damages. As a direct result of Defendant's negligence, Plaintiffs were injured and continue to suffer injuries and damages. But for the negligence of Defendants, and each of them, Plaintiff would not have been injured and damaged. Pa 1 I1 Farm Approvetl loo f California Use Code of Civil ProceEwe 425.12 ,WWl )lRevlorcamo CAUSE OF ACTION — General Negligence Sore 4ns- PLD- P600112) )Rev. January 1, 20071 , ^ PLD -PI -001 IAI SHORTTITLE: - Paz V. City of Lynwood, et al, CASE NUMBER. THIRD CAUSE OF ACTION— Premises Liability Page 6 (number) ATTACHMENT TO [D Complaint = Cross - Complaint (Use a separate cause of action form for each cause of action.) Prem.L -1. Plaintiff (name): Eva Paz; Venecia Paz alleges the acts of defendants were the legal (proximate) cause of damages to plaintiff. On(date): July 29, 2010 plaintiff was injured on the following premises in the following fashion (description of premises and circumstances of injury): Defendant City of Lynwood, a municipal entity, failed to maintain, repair and properly operate its th -pbase light. Specifically, the lights were out at the intersection of Imperial Highway and California Avenue, where this accident occurred, Defendant City of Lynwood, and DOES 1 -50, inclusive, are liable for the injuries and damages to Plaintiffs under Government Code Section 835 for the following reasons dilmeated in that code section: 1) the property was in a dangerous condition at the time of the accident because the traffic lights were off at the time of the accident; 2) Plaintiffs' injuries were proximately caused by the non- functioning traffic lights because had the lights been operating properly the accident would not have happened; 3) this condition created the very foreseeable risk of injury- producing traffic accidents and 4) the City of Lynwood had actual notice of the condition of the lights - they knew that several intersections, including the one involved in the accident, were not operating according to the traffic collision report created for this accident. The City of Lynwood knew about the condition of the lights with adequate time to have either repaired the lights or dispatched a safety officer to assist with traffic control at this major intersection, but the City of Lynwood failed to do so. As a direct result of Defendant's negligence, Plaintiffs were injured and continue to suffer injuries and damages. Prem.1-2. [XI Count One -- Negligence The defendants who negligently owned, maintained, managed and operated the described premises were (names): CITY OF LYNWOOD and X� Does 1 to 50 Prem.L -3. X3 Count Two -- Willful Failure to Warn [Civil Code section 8461 The defendant owners who willfully or maliciously failed to guard or warn against a dangerous condition, use, structure, or activity were (names): CITY OF LYNWOOD and O Does 1 to 50 Plaintiff, a recreational user, was = an invited guest = a paying guest. Prem.L -4. 1_X_1 Count Three -- Dangerous Condition of Public Property The defendants who owned public property on which a dangerous condition existed were (names): CITY OF LYNWOOD and [-X Does 1 to 50 a. 0 The defendant public entity had 0 actual X] constructive notice of the existence of the dangerous condition in sufficient time prior to the injury to have corrected it. lb. [o The condition was created by employees of the defendant public entity. Prem.L -5. a. Allegations about Other Defendants The defendants who were the agents and employees of the other defendants and acted within the scope of the agency were (names): ® Does 1 to 50 b. iL The defendants who are liable to plaintiffs for other reasons and the reasons for their liability are 0 described in attachment Prem.L -5.b 0 as follows (names):CITY OF LYNWOOD and DOES 1 to 50, are liable for the injuries and damages to Plaintiffs under Government Code Section 835. Form Approved for Optional Use ,W;vW couroA M r.M.mla CAUSE OF ACTION— Premises Liability PI n.pi-omf4r IRnv U..,o 1 vnrnr Code al CivB Procedure, § 425.12 I 10 11 12 13 14 15 16 17 is 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES I am employed in the County of Los Angeles, State of California. I am over the age of 18 and not a party to the within action; my business address is 3250 Wilshire Blvd., Suite 2200, Los Angeles, CA 90010. On November 10, 2011, I served the foregoing document described as FIRST AMENDED COMPLAINT on interested parties in this action by placing the true copies thereof enclosed in sealed envelopes addressed as follows. Guy Chirinian, Esq. CLASEN, RAFFALOW & RHOADS 401 E. Ocean Blvd., Suite 900 Long Beach, CA 90802 (877)713 -6372 Phone (877)387 -9885 Fax Attorneys for Defendant Janet Renee Lira Mily C. Huntley, Esq. ALESHIRE & WYNDER, LLP 1515 W. 190" St., Ste. 565 Gardena, CA 90248 Phone: (310) 537 -6660 Fax: (310) 532-7395 Attorneys for Defendant City of Lynwood [ X ] (BY MAIL) [X ] I deposited such envelope in the mail at Los Angeles, California. The envelope was mailed with postage thereon fully prepaid. [ } As follows: 1 am "readily familiar" with the firm's practice of collection and processing correspondence for mailing. Under that practice it would be deposited with U.S. postal service on that same day with postage thereon fully prepaid at Los Angeles, California in the ordinary course of service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. [ ] (BY PERSONAL SERVICE) I caused to be delivered such envelope by hand to the offices of the addressee. [ ] (VIA FACSIMILE) By faxing the entire document listed above to [ x ] (STATE) I declare under penalty of perjury under the laws of the State of California that the above is true and correct. [ ] (FEDERAL) I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made. Executed on November 10, 2011, at Los Angeles, Califon Matthew K.Jox NAME, ADD RESS. AND TELEPHONE NUMBER OF ATTORNEY OR PARTY WITHOUT ATTORNEY: STATE BAR NUMBER Reserved for Clerk's Ede Stomp 245259 Matthew K. Joy, Esq. SBN 245 JUAN J. DOMINGUEZ, APLC 3250 Wilshire Blvd., Ste. 2200 Matthew K. 3250 Wilshire Blvd., Ste. 2200 Es q. Los Angeles, CA 90010' 245 (213) 388 -7788 ATTORNEYFOR Name: Plaintiffs SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES COURTHOUSE ADDRESS_ 200 west Compton Blvd. Compton, CA 90220 .. PLAINTIFF: Eva Paz; Venecia Paz DEFENDANT: City of Lynwood, a municipal entity; Janet Renee Lira . AMENDMENT TO COMPLAINT CASE NUMBER: (Fictitious / Incorrect Name) TCO25669 Dept. A 0 FICTITIOUS NAME (No order required) Upon the filing of the complaint, the plaintiff, being ignorant of the true name of the defendant and having designated the defendant in the complaint by the fictitious name of: FICTITIOUS NAME DOE #1 Ind having discovered the true name of the defendant to be: TRUE NAME SOUTHERN CALIFORNIA EDISON COMPANY, a corporation amends the comnlaint by substitutino the true name fnr the fictitirnls name whprpvpr it annparc in the cmmnlainl GATE TYPE OR PRINT NAME SIGNAT FATTORN 12/22/2011 Matthew K. Joy, Es q. SBN 245 U: 0 INCORRECT NAME (Order required) 'he plaintiff, having designated a defendant in the complaint by the incorrect name of: NCORRECT NAME and having discovered the true name of the defendant to be: TRUE NAME amends the complaint by substituting the true name for the incorrect name wherever it ap rs in the complaint. GATE TYPE OR PRINT NAME SIGNATURE Of• ORNEY ORDER THE COURT ORDERS the amendment approved and filed. b ,� hej h A51 J4 Dated RECD; �r f d TtliAE; Julc iciafZlffiCtir'•••••m =•� - - - - -- 2 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE STATE OF CALIFORNIA; COUNTY OF LOS ANGELES I am employed in the County of Los Angeles, State of California. I am over the age of 18 and not a party to the within action; my business address is 3250 Wilshire Blvd., Suite 2200, Los Angeles, CA 90010, On December 22, 2011, I served the foregoing document described as AMENDMENT TO COMPLAINT on interested parties in this action by placing the true copies thereof enclosed in sealed envelopes addressed as follows: Guy Chirinian, Esq. CLASEN, RAFFALOW & RHOADS 401 E. Ocean Blvd., Suite 900 Long Beach, CA 90802 (877)713 -6372 Phone (877)387 -9885 Fax Attorneys for Defendant Janet Renee Lira Mily C. Huntley, Esq. ALESHIRE & WYNDER, LLP 1515 W. 190" St., Ste, 565 Gardena, CA 90248 Phone: (310) 537 -6660 Fax: (310) 532-7395 Attorneys for Defendant City of Lynwood [ X ] (BY MAIL) [ J I deposited such envelope in the mail at Los Angeles, California. The envelope was mailed with postage thereon fully prepaid. [ X ] As follows: I am "readily familiar" with the firm's practice of collection and processing correspondence for mailing. Under that practice it would be deposited with U.S. postal service on that same day with postage thereon fully prepaid at Los Angeles, California in the ordinary course of service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. [ ] (BY PERSONAL SERVICE) I caused to be delivered such envelope by hand to the offices of the addressee. [ ] (VIA FACSIMILE) By faxing the entire document listed above to [ x ] (STATE) I declare under penalty of perjury under the laws of the State of California that the above is true and correct. [ ] (FEDERAL) I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made. Executed on December 22, 2011, at Los Angeles, SUMMONS sum-, (CITACION JUDICIAL) (SOLO OPA A USO DE LA CORTE) NOTICETO DEFENDANT: City of Lynwood, a municipal (AVISOALDEMANDADO): entity; Janet Renee Lira and DOES 1 to 50, inclusive ORIGINAL R.LED AUG 1 y 9n11 YOU ARE BEING SUED BY PLAINTIFF: Eva Paz; Venec.ia Paz LOS ANGELES (LO EST,4 6EMANDANDO EL DEMANDANTE): SUPERIOR COURT NOTICEI You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information below. You have 30 CALENDAR DAYS after this summons and legal papers are served on you 10 file a written response at this court and have a copy served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form If you want the court to hear your case. There may be a court form that yyou can use for your response. You can find these court forms and more Information At the California Courts Online Self -Help Center (www.courfinfo.ca.goWselfhalp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court. There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate these nonprofit groups at the California Legal Services Web site (www.lewha1pca1Jf & mla.drg), the California Courts Online Self-Help Center (www.counlnfo.co.gowselthelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case. )AVISOI Lo hen demandado. Si no responds dentro de 30 dlas, la torte pueda decldir en su contra sin escuchar su versldn. Lea la informaci6n a continuecidn 77ans 30 DIAS DE CALENDARIO despuds de quo is entreguen estq citacl6n y papeles lagales pare presenter Una respuesta par escrito an osta Corte y hater qua se entregue Una Copts al demendente. Una Cana o Una Ramada telet6nica no to protegan. Su respuesta pot escrito tune qua ester on formato legal correcfo si desea qua procesen su caso on Is Corte. Es posible qua hays un formulado qua usted pueda vast pare Su respuesta. Puede encontrar esfos formulados de Is cone y mbs fnformacl6n an at Centro de Ayuda de /as Coots do California (www.sucorte.ca.gov), an Is blblioteca de leyes de su condado o an la Corte qua to quads mbs torts. St no pueda pager Is cuola de prosentac16n, pida of secretario do Is cone qua to d6 un formulado de exencl6n de liago de cuoles. SI no presents su respuesta a flempo, puede parder al caso pot Incumplimiento y la code to podrd quitar su sueldo, dinaro y blenes sin mbs advertencia He ofros requlsitos legsles. Es recomendabls quo (lams a un abogodo inmadietement n e. Si no Cote a un abogedo, pueda flamer a un servlcio de rearLdn a abogados. SI no pueda pager a on abogedo, as posible quo cumple con too re Vvulsifos pare obtener servicios legales grawftos de un programs de sendclos legales sin lines de lucro. Puede encontrar estos grupps sin fines do foam on of sillo web de California Legal Services, (www.lawhelpeaIifornie.org), an of Centro de Ayuda de las Cones de Calilornia, (www.sucode.ca.gov) o pord6ndose en contec10 con Is cone 0 el coleglo de abogados locales. AV1S0: Pot ley, Is cone fiane derecho a reclamar las cuotes y Jos coslos exenlos pot imponor un gravamen sobre cuatquier recuperad6n de $10,000 6 mds de valor reciblda medfanto un scuordo o Una concesl6n de arbitratle on on caso de derecho civil. Tiene qua Dacar el orevaman de la Corte antes de due Is Cone pueda desechar at caso. (EI nombre y direccf6n de la cone as): (Romero de %Q: C 0 Q 5 6 6.9 Los Angeles 'Superior Court -- Unlimited f �u/ sw 200 West Compton Blvd. 200 West Compton' Compton, CA 90220 The name, address, and telephone number of plaintiffs attorney, or plaintiff without an attorney, is: . (EI nombre, la direcci6n y a) n6mero de fel6tono del abogado del demandante, o del demandente qua no Ilene abogedo, es): Matthew K. Joy, Esq. SBN 245259 (213) 388 -7788 (213) 401 -1096 JUAN J. DOMINGUEZ, APLC 3250 Wilshire Blvd., Ste. 2200 Los Anr�glpe y,r 01190010 ,}�'b� �'' DATE: Clerk, by �' , Deputy AA(uJU *V [SEAL] roof of service of this summons, use Proof of Service or Summons (rorni YW- u7u).) prusba de entrega de esta citati6n use at formulado Proof of Service of Summons, (POS- 010)). NOTICE TO THE PERSON SERVED: You are served 1. 0 as an Individual defendant. 2. Q• as the person sued under the fictitious name of (specify): (Rev. July 1. 3. Q on behalf of (specify): under: Q CCP 416.10 (corporation) Q CCP 416.60 (minor) Q CCP 416.20 (defunct corporation) Q CCP 416.70 (conservatee) Q CCP 416.40 (association or partnership) Q CCP 416.90 (authorized person) Q other (specify): . l on ((rate): SUMMONS Cade of OMI Procedure !1 —1 ASS PLD- Pi.001 ATTORNEYORPARTY WITHOUT ATTORNEY (Name Slelc Sernumber smad,en): Matthew K. Joy, Esq. SBN 24525 FORCOURTUSEONLY JUAN J.•DOMINGUEZ, APLC 3250 Wilshire Blvd., Ste. 2200 3250 Wilshire Blvd., Ste'. 2200 Los Angeles, CA 90010 TELEPHONENO: (213) 388-7.7$8 FAXNamplionel): (213) 401 -1096 EMAIL ADDRESS (Optional): m] Oy@ ] uan] domingue z . com ATTORNEY FOR Name: Plaintiffs SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles STREETADDRESs:200 West Compton Blvd. MAILING ADDRElfi West Compton. Blvd. , crry AND zip CODE: Compton, CA 90220 BRANC)1NAME Compton Courthouse 5� yr yyyryryryp}r 'I(y�I�, liil1 x1Yi RAG A IlY . PLAINTIFF: Eva Paz; Venecia Paz DEFENDANT: City of Lynwood, a municipal entity; Janet Renee Lira and LOS ANGELES St I OR.000RT ©DOES ITO 5O, inclusive .1; COMPLAINT— Personal Injury, Property Damage, Wrongful Death 0 AMENDED (Number): Type (check all that apply): MOTOR VEHICLE OTHER (specify): 0 Property Damage Wrongful Death © Personal Injury Other Damages'(speclfy): ,Jurisdiction (check all that apply): Q ACTION IS A LIMITED CIVIL CASE CASE NUMBER: Amount demanded does not exceed $10,000 B exceeds $10,000, but does not exceed $25,000 ¢ T C •� ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000) u 6 �� ACTION IS RECLASSIFIED by this amended complaint 6 9 from limited to unlimited from unlimited to limited 1. Plaintiff (name ornames):Eva Paz; Venecia, Paz alleges causes of action against defendant (name crnames): City of Lynwood, .a municipal entity; Janet Renee Lira and DOES 1 to 50, inclusive 2. This pleading, including attachments and exhibits, consists of the following number of pages: F;V f 3. Each plaintiff named above is a competent adult a. = except plaintiff (name): (1) Q a corporation quallffed'to do business in California (2) an unincorporated entity (describe): (3) 0 a public entity (describe): (4l) 0 a minor = an adult (a) Q for whom a guardian or conservator of the estate or a guardian ad Iltem has been appointed (b) other (specify): (5) = other (specify): b. = except plaintiff (name): (1) [� a corporation qualified to do business In California (2) Ran unincorporated entity (describe): (3) a public entity (describe): (4) Q a minor = an adult (a) Q for whom a guardian or conservator of the estate or a guardian ad Iltem has been appointed (b) Q other (specify): " (6) .= other (specify): Information about additional plaintiffs who are not competent adults Is shown in Attachment 3. Pace 1 of 3 proved for Optional Use COMPLAINT — Personal Injury, Property Code of Civil Procedure, g 423.12 d Courr/l of Calllornle )1 IRev. Jznvm 1. 2007) Damage, Wrongful Death 'S u nS' . PLD -P - SHORTTITLE: Paz V. City of Lynwood, et al. CASENUMBER: TC102-5669 4. =Plaintiff (name): is doing business under the fictitious name (specify): . and has complied with the fictitious business name laws. 5. Each defendant named above is a natural person a. ® except defendant (name): City of Lynwood (1) Q a business organization, form unknown (2) Q a corporation (3) Q an unincorporated entity (describe): (4) FTI a public entity (describe): a municipal entity (5) Q other (specify): b. 0 except defendant (name): (1) (Q a business organization, form unknown (2) ,a corporation (3) [Q an unincorporated entity (describe): (4) Q a public entity (describe): (5) Q other (specify): - C. Q except defendant (name): (1) Q a business organization, form unknown (2) Q a corporation (3) Q an unincorporated entity (describe): (4) Q a public entity (describe): (5) 0 other (specify): d. 0 except defendant (name): (1) Q a business organization, form unknown (2) Q a corporation (3) Q an unincorporated entity (describe): (4) Q a public entity (describe): (5) Q other (specify): = Information about additional defendants who are not natural persons is contained in Attachment S. 6. The true names of defendants sued as Does are unknown to plaintiff. a. © Doe defendants (specify Doe numbers): 1 to . 25 were the agents or employees of other named defendants and acted within the scope of that agency or employment. b. QX Doe defendants (specify Doe numbers): 26 to 50 are persons whose capacities era unknown to plaintiff. ' 7. =Defendants who are joined under Code of Civil Procedure section 382 are (names): 8. This court is the proper court because a, at least one defendant now resides in its jurisdictional area. .b. Q the principal place of business of a defendant corporation or unincorporated association is in its jurisdictional area. c. F—X—J injury to person or damage to personal property occurred in its jurisdictional area. d. Q other (specify); 9. ® Plaintiff is required to comply with a claims statute, and a. Q has complied with applicable claims statutes, or b. Q is excused from complying because (specify): PLD -PI OOr IRm January 1, 20071 COMPLAINT— Personal Injury, Property Page 2 of Damage, Wrongful Death PLD- PI.001 SHORTTITLE: Paz v. City Of Lynwood, et al. CASE NUMBER I FIE 10. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): a. ® Motor Vehicle b, .Q General Negligence C. Ihtentional Tor d. Products Liability e. Premises Liability I. Other (specify): 11. Plaintiff has suffered a. ® wage loss h. ® loss of use of property c. ® hospital and medical expenses d. M general damage e. J property damage f. O loss of earning capacity g.M other damage (specify): Plaintiffs have strength, and activity, sustaining persons, all of which injuries have great mental, physical, and emotior been hurt and injured in their health, injuries to their nervous systems and caused and continue to cause Plaintiffs al pain and suffering. 12. [= The damages claimed for wrongful death and the relationships of plaintiff to the deceased are a. Q listed in Attachment 12. b. 0 as follows: 13. The relief sought in this complaint Is within the jurisdiction of this court. 14. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable, and for a. (1) M compensatory damages (2) [l punitive damages The emountof damages is (in cases forpersonal injury orwrongful death, you must check (1)): (1) © according to proof (2) 1-71 in the amount of: $ 0. 00 15.M The paragraphs of this complaint alleged on Information and belief areas follows (specify paragraph numbers): MV -1; MV -2; GN -1 Date: August 12, 2011 hlatthew.K: Joy, Esq. (TYPE OR PRINT NAME) PLO -PI -001 IRev..January 1, 2007) COMPLAINT — Personal Injury, Property Damage, Wrongful Death (SIGNATURE OF PLAINTIFF OR art .. i. P.LD- PI.001 SHORTTITLE: Paz v. City of Lynwood, at al. case tutifidD 6 First CAUSE OF ACTION —Motor Vehicle (number) ATTACHMENT TO ® Complaint [�j Cross - Complaint (Use a separate cause of action form for each cause of action.) Plaintiff(nsme): Eva Paz; Venecia Paz MV -1. Plaintiff alleges the acts of defendants were negligent; the acts were the legal (proximate) cause of injuries and damages to plaintiff; the acts occurred on (date): July 29, 2010 at(place): Imperial Highway and California Avenue, Lynwood, CA 90262 MV -2. DEFENDANTS a. ® The defendants who operated a motor vehicle are (names): Janet Renee Lira and ® Does 1 to 50, inclusive b. IXThe defendants who employed the persons who operated a motor vehicle In the course of their employment are (names): Janet Renee Lira and EE Does I to 50, inclusive c. I X-1 The defendants who owned the motor vehicle which was operated with their permission are (names): Janet Renee Lira and [Y] Does 1 to 50, inclusive d. (XThe defendants who entrusted the motor vehicle are (names): Janet Renee Lira and ® Does 1 to 50, inclusive e. EOThe defendants who were the agents and employees of the other defendants and acted within the scope of the agency were (names): Janet Renee Lira and =Does l to 50, inclusive f. =The defendants who are liable to plaintiffs for other reasons and the reasons for the liability are = listed in Attachment MV -2f [las follows: O Does to Paso I of 1 PoemelailCgo ro, yriorcal ,e CAUSE OF ACTION —Motor Vehicle Caoe or ClvilProeeEw, 425.12 Judaal) IRev.IIduary 1,2 p �tt3 PLO- PI-007f1)tRev. January 1, samJ O u n$* P1.13-PI-01(2) SHORTTITLE: Paz v. City of Lynwood, et al. CASE NUM It -C-025 6 V n . -1, —,— ��jjG 7 Second CAUSE OF ACTION — General Negligence Page Five (number) ATTACHMENT TO.® Complaint 0 Cross - Complaint (Use a separate cause of action form for each cause of action.) GN -1. Plaintiff (name): Eva Paz; Venecia Paz alleges that defendant (name): City of Lynwood, a municipal entity; Janet Renee Lira and ® Does I to 50, inclusive was the legal (proximate) cause of damages to plaintiff. By the following acts or omissions to act, defendant negligently caused the damage to plaintiff on (date): July 29, 2010 at( piece): Imperial Highway & California Ave, Lynwood, CA 90220 (description of reasons for liability): At said time and place, Defendant Janet Renee Lira so negligently owned, 'operated, maintained and entrusted'a motor vehicle so as to cause it to collide with the vehicle occupied by Plaintiffs. As a direct result of the collision caused by Defendant's negligence, Plaintiffs were injured and continue to suffer injuries and damages. Furthermore, Defendant City of Lynwood, a municipal entity; 'failed to maintain, repair and properly operate its tri -phase lights which were not operating properly for eastbound Imperial. llighway and north and southbound California Avenue at the intersection where this accident occurred. As a direct result of these malfunctioning tri -phase lights at said intersection caused by Defendant City of Lynwood's negligence, Plaintiffs were injured and continue to suffer injuries and damages. But for the negligence of Defendants, and each of them, Plaintiff would not have been injured and damaged. Pent of 7 Form Approved for Opllonel Use Code of Civil Pmeedure 425:12 bdidol Coundl of Cellfornle CAUSE OF ACTION — General Negligence PLD -PI-MI t2) JR.. Jmmery 1. =71 SO uL n$ tk Pus Sap -16 -10 II :05am From- Marcurr Orr Coast Clalms 524 7142550055 � e 7 -515 P.003/003 F-053 �.1 &xA= 4irb" 14. ._._� . ... , .:, / �. 110. IM /jl?�i.'�4L t•�',�- 1 \LIT00d Qp LT.y4 �4 �����Od AGENDA STAFF REPORT DATE: April 3, 2011 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manager6�'r' PREPARED BY: Alfredo J. Lopez III, Human Resources Director. Lillian Ayala, Risk Manager t SUBJECT: Claim for Damages by Miguel Blanco Recommendation: Staff recommends that the City Council reject the claim of Miguel Blanco against the City of Lynwood and direct staff to the reject the claim, send a standard letter of rejection, and tender the claim to the Los Angeles County Sanitation District. Background: On December 13, 2011, Mr. Blanco filed a claim for damages alleging that on November 12, 2011, the City had done work on Atlantic Boulevard and there was a "trench" that was not filled correctly with about two to three inches of material protruding from the edge of the trench. Mr. Blanco alleges that the rims and tires on his 2007 Silverado 1500 were damaged. Mr. Blanco's total claim request is $924.37 for his vehicle repairs. Discussion & Analysis: Mr. Blanco alleges that his vehicle was damaged due to work conducted by the City on the public street. Staff confirmed that the City did not conduct work on Atlantic Boulevard. Rather, the Los Angeles County Sanitation District ( LACSD) had obtained the proper permit through the City's permit process in May 2011 for its rehabilitation of their existing sewer main line underneath the City's street. The LACSD hired contractor Colich and Sons to do the rehabilitation sewer work in the street on Atlantic Avenue. The repair work was completed in December 2011. The City is not liable for damage caused by the contractor. Therefore, staff recommends to the reject the claim, direct staff to send a standard letter of rejection, and tender the claim to the Los Angeles County Sanitation District. rMM l5 Fiscal Impact: The action recommended in this report will not have a fiscal impact on the City. Coordinated With: Public Works City Attorney Attachments: Claim Form Repair Receipt Claimant's Photos City Photo (Rev. 10 /1 l) LIABILITY V}c I I , Z ,I/ DATE FILED SUBMIT TO: CITY OF LYNWOOD 11330 BULLIS ROAD LYNWOOD, CA 90262 City Claim Reporting Form CLAIM NO. I For all Persons or Property DEPT. RECEIVED CITY OF LYNWOOD DEC 13 2011 PERSONNEL I. CLAIMS FOR DEATH, INJURY TO PERSON, OR TO PERSONAL PROPERTY, MUST BE FILED NO LATER THAN SIX (6) MONTHS AFTER THE OCCURRENCE (Gov. Code, See, 911.2). 2. CLAIMS FOR DAMAGES TO REAL PROPERTY MUST BE FILED NOT LATER THAN ONE (1) YEAR AFTER THE OCCURANCE (Gov. Code, Sec. 911.2). 3. READ ENTIRE CLAIM FORM BEFORE FILING. 4. ATTACH SEPARATE SHEETS, IF NECESSARY, TO GIVE FULL DETAILS. Name of Claimant: , ga e n Date of Birth: Social Security No.: Home address of claimant: City: AXIMO State: dw Zip Code: Jow Telephone No.: Give address to which you desire notice or communication to be sent regarding this City: 400� State: AlWip Code: Date of Accident: tjoy. t l 40 1( Time: AM PM Place of Accident: 411.,, 4 letf 1, , Flow did damage or jnLua occur? (Give full details) 19k91%dl Tint ✓a w,S 4tie-de -IrGKl `i .+ ueN anA Were Sheriffs at the scene? Yes No )d File No. (If known): What particular act or omission do you claim caused the injury or damage? Give the name of the City employee causing the injury or damage, if known: Give total amount of claim (include a imate amount of any prospective injury or damage): t4W3? How was amount of claim computed? (Be specific. List d9�tor bills, wage rate repair estimates, etc.) Please attach two orieinal estimates. q �mr / f°CPLt'r C>?(� 4 . Expenditures made on account of accident or injury (date and item): a "Gj Z y• ?, L-11400111 Name of address of witnesses, doctors and hospitals: PLEASE READ THE FOLLOWING CAREFULLY For all accident claims, place on following diagram names of streets, including North, East, South and West; indicate place of accident by "X" and by showing house numbers or distance to street comers. If City vehicle was involved, designate by letter "A" location of City vehicle when you first saw it, and by "B" location of yourself or your vehicle when you first saw City vehicle; location of City vehicle at the time of accident by "A- I" and location of yourself or your vehicle at the time of the accident by `B -I" and the point of impact by "X ". Note: If diagrams below do not fit the situation, attach a proper diagram signed by claimant FOR AUTOMOBILE ACCID IiNT$ FOR OTHER ACCIDENTS JI�II SMMAIX CMB 1717 / CUxB A A SIDEWAUC 1 HAVE READ THE FOREGOING CLAIM AND KNOW THE CONTENTS THEREOF: AND CERTIFY THAT THE SAME IS TRUE OF MY OWN KNOWLEDGE EXCEPT AS TO THOSE MATTERS WHICH ARE HERE STATED UPON MY INFORMATION AND BELIEF: AND AS TO 4HATTFR S I BELI EVE IT TO BE TRUE. I CERTIFY (OR DECLARE) UNDER PENALTY T rylE FOREGOING IS TRUE AND CORRECT. FlIUFOUnsLebbrypalm Junior's Auto Parts I13 35 2- Collision Parts Experts 1535 E. Sandison St. Wilmington, CA 90744 (310) 835-0095 Customer's Order No. Phone F7 Name Artiness 1d 8 Cash q,O,D: Charp On Acc, mos E.MD. -Paid rOu' QTY. Description Price Amount A for v Ij f I q To. Rocei"d By TOTAL NO CASH REFUNDS. 30% RESTOCKING FEE ON ALL RETURNED MERCHANDISE. NO REFUND ON ELECTRICAL PARTS. DO NOT REMOVE OR PAINT OVER VIN NUMBERS FOR CHP INSPECTION IF VEHICLE IS SALVAGE TITLE. To Reorder 31"26-7991 or r.word*r@ne,ddaypr1ntbrokercorn 74,vik You I CITY OF LYNWOOD DEC 13 2011 PERSONNEL RECEIVED CITY OF LYNWOOD DEC 13 2011 PERSONNEL Dy LY AGENDA STAFF REPORT �L1p0*1 DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag Z:�;4 PREPARED BY: Alfredo J. Lopez III, Human Resources DirectoAr Lillian Ayala, Risk Manager SUBJECT: Claim for Damages by Rufina Ramirez Recommendation: Staff recommends that the City Council reject the claim of Rufina Ramirez v. City of Lynwood and send a standard letter of rejection. Background: On June 23, 2011, Rufina Ramirez filed a claim for bodily injury alleging that on January 29, 2011, while she was standing on the sidewalk unloading items from her vehicle, she was struck by a vehicle driven by Josue Lopez Preciado. Mr. Preciado's 2001 Toyota Corolla collided into Ms. Ramirez's parked vehicle and person when traveling at a high speed at Wright Road and Josephine Street. Ms. Ramirez is represented by the Law Offices of Lowell Steiger from Beverly Hills. The claimant also alleges that the City did not post speed bumps, stop signs or other devices which would have either stopped or reduced the speed of the oncoming vehicle. Per the claimant, damages requested are "unknown at the present time." However, as confirmed in the Sheriffs Incident Report, the driver that struck the parked car was under the influence of alcohol. Therefore the City is not liable for the driver's criminal actions. The Deputy also reported that traffic controls were not a factor in the collision. Discussion & Analysis: A traffic collision report was recorded with the Los Angeles Sheriffs Department documenting the incident on January 26, 2011. Staff confirmed that a Sheriff Deputy responded to the scene on the date of incident. ITEM In the report, the Sheriff Deputy indicates that he was notified of a collision involving a vehicle versus pedestrian with injuries. The driver, Mr. Preciado, was suspected of being under the influence of alcohol. Upon his investigation, the Deputy concluded that Mr. Preciado was driving his vehicle southbound on Wright Road, and as he passed Josephine Street, he made a turning movement to the right and lost control of his vehicle, colliding into a parked 1998 Chevy Van, which struck Ms. Ramirez and a second pedestrian. The Deputy concluded that Mr. Preciado was determined to be under the influence and was arrested for driving under the influence of alcohol causing injury, which is a violation of the California Vehicle Code section 23153(a). Mr. Preciado was also found to have made an unsafe turning movement, which is a violation of the Vehicle Code Section 22107. The City is not responsible for the criminal actions of drivers who are determined by the Sheriff's Department to be under the influence of alcohol causing injuries onto others during an auto accident. Therefore, the City is not liable. Fiscal Impact: The action recommended in this report will not have a fiscal impact on the City. Coordinated With: Public Works City Attorney Attachments: Claim Form Sheriff's Traffic Collision Report (Rev. 12/09) FROM CITY OF LYNWOOD 11330 BULLIS ROAD LYNWOOD, CA 90262 LIABILITY City of Lynwood Claim Reporting Form For Persons or ProWrtv R CITY E OF LYNWOOD JUN 2 3 2011 PERSO DATE FILED CLAIM NO DEPARTMENT COPY AdminSure 1470 Valley Vista Drive, Ste 230 Diamond Bar, CA 91765 1. CLAIMS FOR DEATH, INJURY TO PERSON, OR TO PERSONAL PROPERTY, MUST BE FILED NO LATER THAN SIX (6) MONTHS AFTER THE OCCURRENCE (Gov. Code, See. 9111). 2. CLAIMS FOR DAMAGES TO REAL PROPERTY MUST BE FILED NOT LATER THAN ONE (1) YEAR AFTER THE OCCURANCE (Gov. Code, Sec. 9111). 3. READ THE ENTIRE CLAIM FORM BEFORE FILING. 4. IF NECESSARY ATTACH SEPARATE SHEETS TO GIVE FULL DETAILS. Name of Claimant: Rufina Ramirez Home address of claimant: City: low State: WZip Code: am_ Telephone No.: Address to which you desire communications regarding this claim to be sent: Law offices of Lowell Steiger 8383 Wilshire Boulevard #830 City: Beverly Hills Date of Accident January 26, 2011 Place of Accident Wright Road & Josephine street State: CA Zip Code: 90211 Time: AM PM 2_30 How did damage or iniury occur? (Give full details) Claimant Ramirez was unloading items from her vehicle and was standing securely on the sidewalk,when defendant, Josue Lopez Preciado who was traveling at a high velocity collided with her vehicle and person. Were Sheriffs at the scene? Yes x No_ File No. (if known): 911- 01488 - 2117 -471 What particular act or omission do you claim caused the injury or damage? Give the name of the City empll ee causini the injlurX or dam e, if known: City of Lynwood is responsible for injuries to IREZ as t fai s speed bumps, stop signs or otner evices w rc wou ave Give total amount of claim (include estimate amount of any prospective injury or damage): unknown at the present time M How was amount of claim computed? (Be specific. List doctor bills, wage rate repair estimates, etc.) Please attach two original estimates. Investigation is on -going Expenditures made on account of the accident or injury (date and item): investigation is on -going Name and of address of witness(es), doctors and hospitals: st. Francis Medical center (310) 900 -4525; PLEASE READ THE FOLLOWING CAREFULLY For all accident claims. place on following diagram names of streets, including North, East, South and West; indicate place of accident by "X" and by showing house numbers or distance to street comers. If City vehicle was involved, designate by letter "A" location of City vehicle when you first saw it, and by °B" location of yourself or your vehicle when you first saw City vehicle; location of City vehicle at the time of accident by "A -1" and location of yourself or your vehicle at the time of the accident by "B -I" and the point of impact by "X ". Note: If diagrams below do not fit the situation, attach a proper diagram signed by claimant FOR AUTOMOBILE ACCIDENTS ZZ FOR OTHER ACCIDENTS CURB ___# SIDEWALK 71FIl CURB PARR AY SIDEWALK I READ THE FOREGOING CLAIM AND KNOW THE CONTENTS THEREOF AND CERTIFY THAT THE SAME IS TRUE OF MY OWN KNOWLEDGE EXCEPT AS TO THOSE MATTERS WHICH ARE HERE STATED UPON MY INFORMATION AND BELIEF: AND AS TO THOSE MATTERS 1 BELIEVE IT E TRUE. I CERTIFY (OR DECLARE) UNDER PENALTY OF PER1U ING IS TRUE ?AD CO ECT. U � AT 766(4 . TSTATE OF CALIFORNM RAFFIC COLLISION REPORT ACTIVE FILE CHP 555 Page 1 (Rev. 7-03) OP( 061 Pp• I a 9 SPEC:ALCONDITIONS NUMBER HIT RUN CITY JUDICIALDISTMOT LOCAL REPORT NUMBER INJURED j FELONY i 3 Cl I Lynwood Compton 911-01488-2117-471 l 1 NUMBER HIT RUNI COUNTY REPORTING DISTRICT BEAT KILLED : MISD 0 ❑ Los Angeles 2117 212T7 Z COLLISION OCCURRED ON MO OAT Y0 TIME (7400) NCIC • OFFICER I D Wri ht Road 01 - 26- 2011 1408 1900 41 1800 OI MILEPOBTINFORMATION DAY OF WEEK : TOW AWAY PHOTOGRAPHS" NONE U Of Wednesday ® ❑ NO BTATWREL O ❑ NSWH OR 132 feet South of Josephine Street ❑ YES ® No PARTY DRIVER'S LICENSE NUMBER STATE j C1A55 AIR BAG ;SAFETY EQUIP VEH YEAR NAKEMOOEIlCOLOR LICENSE NUMBER STATE CAI C L G 2.00.1_ .; Toyota, Corolla - Tan ----- ----r -- ---- ---- - ; .. CA s DRIVER NAME:FIRSTMIDDLE LABTI COMERS NAME SAME AS DRIVER JOSe Lopez Villareal ' ® Josue Lo ez Preciado PEO STREET ADDRESS ' ❑ I OWNE&SADMIESS SAME AS DRIVER PKVEH ❑ I DISPOSITION OF VEHICLE ON ORDERS OF OFFICER U DRIVER Lj OTHER . [n[emationalTow ' BPT.B SEX HAIR I EYES I HEIGHT I WEIGHT I BIRTHDATE {MO- DY�YRI I RACE ❑ M BRtl BRNi 600 1 210 H PRIOR MECHANICAL DEFECTS NONE APPARENT 0.EFER TO NARRATIVE OTHER HOME PHONE - BUSINESS PHONE VEHICLE IDENTIFICATION NUMBER ❑ �'� I VEHICLE TYPE DESCRIBE VEHICLE DAMAGE 11 LINK ❑NONE ❑MINOR SHADE w DAMAGED AREA WSURANCE CARRIER POLICY NUMBER Adrianna's Insurance. 0 ' I ❑ MOD ® MAJOR ❑ ROLL-OVER O�ROF TRAVE7 ON STREETOR HIGHWAY SPEEDUMIT CA DOT South Wright Rd 30 MPH OAL.T TCPIFSC MGM% _ ! PARTY DRIVER S LICENSE NUMBER BTATE CUSS AIR BAG :SAFETY EQUIP VEH YEAR MAKFJMODEUCOLOR LICENSE NUMBER STATE 2 I None I CA U P I -------- ---'-----'---------- --------- --------- - ----� ' DRIVER NAME !FIRST MIDDLE _LAST. j ❑ i Rufina Ramirez COMER'S NAME U SAMEASORNER PEO STREET ADDRESS ® OV ER'S ADDRESS SAME NER I PK VEH DITYISTATE2IP OF VEHICLE ON ERS OF OFFICER OR VIER OTHER j ❑DISPOSITION Vi BA�c. SE% HAIR) EYES HEIGHT WEIGHT BIRTHDATE (MG- OY.YRI RACE E] F ' SLk BRN! 502 130 I H PRIOR MECHANPA6EFECTS NONE APPARENT REFER TO NARRATIVE OTHER HOME PHONE BUSINESS PHONE VEHICLE PEOTIFICATION NUMBER ❑ I I I I DESCRIBE VEHICLE DAMAGE S IN DAMAGED AREA +` INSURANCE CARRIEfl POLICY HUMBER VEHICLE TYPE ❑ UNK ❑ NONE ❑ MINOR ' NIA 6 : 0 MOD MAJOI ROLLOVER DIR OF TRAVEL ON STREET OR HIGHWAY SPEED LIMIT G DOT - - - -�� East Wright Rd 30 MPH Ca -T TCPNSD PARTY DRIVER S LICENSE NUMBER BTATE GABS AIR BAG SAFETY EO VEH, YEAR MAIEINIODELICOLOR I LICENSE NUMBER STATE 3 1 1989 .-- . - - -..- Chev., Van SYNT655 Tan ---------- ...... .... .......I- ..- ..,- .•.- . - -. -. r CA - . -.. -- DRIVER i NAME (FIRST-MIDDLE LAST) �p�r�� �p EWr...., LAR6i . OLAMER'S NAME SAME AS DRIVER Tomas Hernandez PED � STREET ADDRESS ❑ OWNER'SADORESS Lj SAME AS DRIVER 1 : PK VEH ; CITY /STA'EITIP ® DISPOSITION Of VEHICLE ON ORDERS OF OFFICER DRIVER OTHER Left parked at location •c•cus SEX HAIR I EYES ; 1011T DIY,• �Ia T. R) GJIT �P ST`oj RACE PRIOR MECHANICAL DEFECTS NONEAPPARENT REFERTONARRATIVE : {ioTO y Ian/ OTHER .I HOME PHONE BUSINESS PHONE VEHICLE IDENTIFICATION NUMBER ❑ f (' q�7 VEHICLE TYPE DESCRIBE VEHICLE DAMAGE SHADE IN DAMAGED AREA ❑ UNK ❑ NONE ❑ MINOR RJSU CARRIER • II WUMaER 0 ' 8 cl MOO CK MAJOR 11 ROLL-OVER _ DIR OF TRAVEL I ON STREET OR HIGHWAY SPEED LIMIT CA DOT I East Wright Rd 30 MPH CAL T TCPIPSC MCJMX PREPARERS NAME DISPATCH NOTIFIEG REVIE R'S `/ r� ( N GATE REr WEDt 3. Paar 411800 ❑ YES ❑ NB) STATE OF CALIFORNIA TRAFFIC COLLISION REPORT CHP 555 Page 1 (Rev. 7.03) OPI 061 pap 2 w 9 SPECIAL CONDITIONS I HUMBER HIT &RUN CITY JUDICIAL DISTRICT LOCAL REPORT NUMBER ! INJURED FELONY 3 I ❑ Lynwood Compton 911-01488-2117-471 I NUMBER, HIT&RUN COUNTY REPORTING DISTRICT BEAT KILLED MISD 0 ❑ Los Angeles 2117 212T7 COLLISION OCCURRED ON MO DAY YEAR TIME (1400) NCIC • OFFICER I D Z p ! Wright Road 01 - 26 - 2011 1408 1900 411800 : MILEPOST INFORMATION DAY OF WEEK TOW AWAY PHOTOGRAPHS BY NONE Uof Wednesda ®YES ❑ NO Q AT INTERSECTION WITH I STATE NWY REL J OR 132 feet South of Jose hine Street - ❑YES ®No PARiv ORrvER'S LICENSENUMBER STATE CUSS I AIR BAG SAFETY EQUIP VEN YEAR MAKFJMODEL/COLOR LICENSE NUMBER STATE 1 _L - - --. OS ---- - - - - -- I Chevy, Silverado CA I - - - -' - - -- ---- - - - - -- - Black DRIVER: NAME ;FIRST MIDDLE UST; ❑ _ OMER'S NMAE ❑ SAME AS DRIVER Le eAedres PEO STREET ADDRESS ❑ I OWNER'S ADDRESS SAME AS DRIVER { PKVEH 1 CITY;$TATE2P x _ I DISPOSITION OF VEHICLE ON ORDERS OF N OFFICER Lj DRIVER U OTHER I ac, s SE, HAIR; EYES WEIGH" WEIGHT 1 BIRTHOATE;MO -DY -YRI' RACE I ❑ - - I PRIOR MECHANICAL DEFECTS NONE APPARENT 11 REFER TO NARRATIVE OiHFA HOME PHONE BUSINESS PHONE VEHICLE IDENTIFICATION NUMBER El DESCRIBE VEHICLE DAMAGE 1 SHADE IN DAMAGED AREA VEHICLE TYPE ❑ LINK ❑ NONE ❑ MINOR • INSURANCE CARRIER POJCV NUMBER 0 I 1 ❑ MOD ® MAJOR ❑ ROLL -OVER ,- C. MR OF TRAVEL ON STREET OR HIGHWAY SPEED LIMIT CA OUT _ Sauth Wri ht Rd 30 MPH CAL -T TCPPSC MUM, PARTY I DRIVER S LICENSE NUMBER STATE I CUSS AIR BAG . SAFETY EQUIP VEH YEAR MAKE WOOEUCOLOR LICENSE NUMBER STATE ,1 .. ........ .. ..............................1 ._..............!.......i f I ' ORVER NAME IGIRST NICOLE UST; ❑ OWNERS NAME U SAME AS DRIVER DEC I STREET ADDRESS ❑ I OWNERS ADDRESS SAME A5 DRIVER 1 PKVEH CInrETATETP ❑ DISPOSITION OF VEHICLE ON ORDERS OF OFFICER DRIVER OTHER I 6 C�Z'm, SE, HAIR I EYES I HEIGHT WEIGHT BIRTHDATE(MO -OY -YRI RACE t � H PRIOR MECHANICAL DEFECTS NONE APPARENT REFER TO NARRATIVE i OTHER I HOME PHONE BUSINESS PHONE VEHICLE IDENTIFICATION NUMBER ❑ DESCRIBE VEHICLE DAMAGE SHADE IN DAMAGED AREA INS SURANCE CgpRIER POLICY NUMBER VEHICLE TYPE ❑UNK ❑NONE ❑MINOR 1 . ❑ MOD MAJOR ❑ ROLL -OVER) .� DIR OF TRAVEL 1 ON STREET OR HIGHWAY SPEED LIMIT CA , OUT 1 CAL -T TOP /PSC MCNK t PARTY DRIVERSLICFNSE NUMBER STATE ;CLASS :MR BAO SAFETY EOUIPI VIER YEAR MAKEQIODELTCOLOR LICENSE NUMBER STATE I L ......... ............. .............. ................. ... ... i. -..... _I DRrvER: NAME I FIRs r MIDDLE US T; OWNER S NAME U SAME AS DRIVER I PEA STREET nDURESS OWNERS ADDRESS 0 SAME AS DRIVER I PKVEH: CITYISTATEZP ® DISPOSTION OF VEHICLE ON ORDERS OF OFFICER DRIVER OTHER ( ' 1 E, SE, I HNR EYES HEtGR WEIGHT BIRTIDATE(MO-DY -YR) RACE 1 PRIORMECHANICAL DEFECTS In NONE APPARENT 0 REFER TO NARRATIVE OTHER 1 HOME PHONE BUSINESS PHONE I VEHICLE IDENTIFICATION NUMBER 1 ❑ I VEHICLE TYPE DESCRIBE VEHICLE DAMAGE ❑LINK ❑NONE 11 MINOR SHADE IN DAMAGED AREA INSUMNCECARRIER POLICY NUMBER ❑ MOD ❑ MAJOR ❑ ROLL -OVERT DIP OF TRAVEL ON STREET OR HIGHWAY SPEED LIMIT CA POT - -�/ I CAL -T TCPIPSC MC/MX ' PREPARER 5 NAME DISPATCH NOLIFIEO REVIIIINER S NAME PATE REVIEWED J. Paar 411800 ❑ YES C1 NO E NfA STATE OF CALIFORNIA TRAFFIC COLLISION CODING CHP 555 PaQe 2 (Rev. 7 -031 OPI 061 PAg. 3 a 9 01 - -26 - 2011 1408 { 1900 411800 911 - 01488 - 2117 -471 PROPERTY; DAMAGE; SEATING POSITION 1- DRIVER 1 2 3 2T06- PASSENGERS 4 5 6 > - STA WON REAR B - RR OCC TRA OR VAN S- POSITIONUNHNOWN 7 0 -OTHER - SAFETY EQUIPMENT OCCUPANTS L - AIR BAG DEPLOYED MIC BICYCLE - HELMET A - NONE IN VEHICLE M- AIR BAG NOT DEPLOYED DRIVER PASSENGER B- UNKNOWN N - OTHER V -NO X -NO C - LAP BELT USED P - NOT REQUIRED W -YES Y.YES D - LAP BELT NOT USED E- SHOULDER HARNESS USED ,CHILD RESTRAINT I F - SHOULDER HARNESS NOT USED 0 -IN VEHICLE USED EJECTED FROM VE - HICLE - G- LAPISHOULGER HARNESS USED R- IN VEHICLE NOT USED 0 -NOT EJECTED I H- LAP /SHOULDER HARNESS NOT USED S- IN VEHICLE USE UNKNO.4H : - FULLY EJECTED J- PASSIVE RESTRAINT USED T- IN VEHICLE IMPROPER USE 2- PARTIALLY EJECTED 1 K- PASSNE RESTRAINT NOT USED U - NONE IN VEHICLE 3- UNKNOWN INATTENTION CODES A- CELLPHONE HANDHELD B- CELLPRONE MANDSFREE C- ELECTRONIC EQUIPTMENT D- RADIOICD E- SMOKING F - EATING G - CHILOREN H - ANIMALS I- PERSONALHYGIENE J - READING I K - OTHER ITEMS MARKED BELOW FOLLOWED BY ANA TERISK (*)SHOULD BE EXPLAINED IN THE NARRATIVE. PRIMARY COLLISION FACTOR LIST NUMBER 10) OF PARTY AT FAULT TRAFFIC CONTROL DEVICES 1 I 21 31 SPECIAL INFORMATION 2 MOVEMENT PROCEOING COLLISION iVC SECTOR NOIATED CITED ® YES I . A 23152(a)CVC ❑ NO A CONTROLS FUNCTIONING A HAZARDOUS MATERIAL A STOPPED B CONTROLS NOT FUNCTIONING' B CELLPHONE HANDHELD IN USE X B PROCEEDING STRAIGHT B OTHER IMPROPER DRIVING' C CONTROLS OBSCURED C CELLPHONE HANDSFREE IN USE C RAN OFF ROAD D NO CONTROLS PRESENT /FACTOR• D CELLPHONE NOT IN USE D MAKING RIGHT TURN C OTHER THAN DRIVER' TYPE OF COLLISION E SCHOOL BUS RELATED E MAKING LEFT TURN 0 UNKNOWN' A HEAD -ON F 75FTMOTORTFLUCK COMBO F MAKINGU TURN B SIDESWIPE G 32 FT TRAILER COMBO I G BACKING C READ ENO H H SLOWING I STOPPING WEATHER (MARKIT021TEMS) 0 BROADSIDE I I PASSING OTHER VEHCLE yl A. CLEAR E HIT OBJECT J J CHANGING ANES B CLOUDY F OVERTURNED K I K PARKING MANEUVER C RAINING G VEHICLE I PEDESTRIAN L L ENTERING D SNOWING M UNWE TURNING M OTHER UN ry OPPOSING L N %ING INTO OPPOSING LANE F OTHER' MOTOR VEHICLE INVOLVED WITH O X 0 PARKED G WIND A NON - COLLISION P MERGING LIGHTING i. B PEDESTRIAN 0 TRAVELING WRONG WAY Xi A DAYLIGHT C OTHER MOTORVEHICLE OTHER ASSOCIATED FACTORS (MARK I TO 2IYEMS) X R OTHER' B DUSK -DAWN O MOTOR VEHICLE ON OTHER ROADWAY I C DARK - STREETLIGHTS X E PARKED MOTOR VEHICLE ( VC SECTION K'ATED CUED ❑ E5 A 22107 CVC ❑ No -' D DARK -NO STREET LIGHTS F TRAIN _, -� E DARK - STREETLIGHTS NOT FUNCTIONING' G BICYCLE H ANIMAL VDSECTA1h VIQUUm CUED ❑ YES B ❑ ND 1 2 .� SOBRIETY - DRUG PHYSICAL j 1 (MARK I TO 2ITEMS) I ROADWAY SURFACE vCSECTON NOtA'£D CITED YES ❑ C ❑ NO X. A DRY I FIXED OBJECT B WET D A HAD NOT BEEN DRINKING B HBWJNDER INFLUENCE I I C SNOW -ICY J OTHER OBJECT D SLIPPERY (MUDDY DRY. ETC; C HBD -NOT UNDER INFLUENCE"! ROADWAY CONDITK)N(5) (MARK1 TONDITTO) I G STOP8G0 TRAFFIC O MOD - IMPAIRMENT UNKNOYJN': PEDESTRIAN'S ACTIONS H ENTERING /LEAVING RAMP E UNDER DRUG INFLUENCE' A HOLES. DEEP RUT• A NO PEOESTR"S INVOLVED PREVIOUS COLLISION F MPARMENi- PHYSICAL' ' 0 LOOSE MATERIAL ON ROADWAY* B CROSSING IN CROSSWALK AT INTERSECTION J UNFAMILIAR WITH ROAD G IMPAIRMENT NOT KNOWN 1 C OBSTRUCTION ON ROADWAY' K DEFECTIVEVEM EOWP CUED i ❑ YES ❑ ND H NOT APPLICABLE O CONSTRUCTION - REPAIR ZONE C CROSSING IN CROSSWALK -NOT AT INTERSECTION 1 SLEEPY /FATIGUED E REDUCED ROADWAY WIDTH F FLOODED` D CROSSING - NOT IN CROSSWALK I L UNINVOLVED VEHICLE E INROAD - INCLUDE S SHOULDER N NO UNUSUAL CONDITIONS F —NOT ROAD N NONE APPARENT I G APPROACHING I LEAVING SCHOOL BUS O RUNAWAY VEHICLE iSKETCH. I T��k YT j MISCELLANEOUS MOI /CATQE NORTH Ar4it - ---- -_ S lAIE.� STATE OF CALIFORNIA v TRAFFIC COLLISION CODING CHP 555 Paae 2 (Rev. 7 -031 OPI 061 PA9• 4 m 9 411800 PROPERTY DAMAGE i SEATING POSITION �.� '1 I - ORVER 1 2 3 2 TO 6 - PASSENGERS 4 6 6 T - STA WGN REAR B - RR OCC TRK OR VAN 9- POSITION UNKNOWN 7 l 0 -OTHER �-/ SAFETY EQUIPMENT OCCUPANTS L - AIR BAG DEPLOYED WC BICYCLE- HELM T A - NONE IN VEHICLE M- AIR BAG NOT DEPLOYED DRIVER PASSENGER B- UNKNOWN N - OTHER V -NO X - NO C -UP BELT USED P - NOT REQUIRED W -YES Y.YES D -UP BELT NOT USED i E- SHOULDER HARNESS USED CHILD RESTRAINT I F- SHOULDER HARNESS NOT USED 0 -IN VEHICLE USED EJECTED FROMVEHI- I G- LAPISHOULDER HARNESS USED R- IN VEHICLE NOTUSED D - NOT EJECTED H - LAP /SHOULDER HARNESS NOT USED S- IN VEHICLE USE UNKNOWN I - FULLY EJECTED J- PASSIVE RESTRAINT USED T- IN VEHICLE IMPROPER USE 2- PARTULLY EJECTED K- PASSIVE RESTRAINT NOT USED U - NONE IN VEHICLE 3- UNKNOWN INATTENTION CODES A- CELLPHONE HANDHELD B- CELLPHONEHANDSFREE C- ELECTRONIC EQUIPTMENT D- RADIO /CO E-SMOKING F - EATING G - CHILDREN H - ANIMALS I- PERSONAL HYGIENE J - READING I K -OTHER ITEMS MARKED BELOW FOLLOWED BY AN ASTERISK I- ) SHOULD BE EXPLAINED IN THE NARRATIVE. PRIMARY COLLISION FACTOR LIST NUMBER UI OF PARTY AT FAULT TRAFRO CONTROL DEVICES ! 3 SPECIAL INFORMATION 21 31 MOVEMENT PROCEDING COLLISION '+c SECT.OlvOLATEC CITED ® .ES 1 I A 231i2(a)CVC ❑ NO A CONTROLS FUNCTIONING A HAZARDOUS MATERIAL A STOPPED 8 CONTRDLSNOTFUNCTIONING B CELLPHONE HANDHELD IN USE B PROCEEDING STRAIGHT I 8 OTHER IMPROPER DRMNG' C SON ROLS OBSCURED I C CELLPHONE HANDSFREE IN USE C RAN OFF ROAD I O Na CONTROLS PRESENT I FACTOR' D CELLPHONE NOT IN USE D MAKING RIGHT TURN C OTHER THAN DRIVER' TYPE OF COLLISION E SCHOOL SUSRELATED E MAKING LEFT TURN - D UNKNOWN' A HEAD ON F 75 FT MOTORTRUCK COMBO F MAKING UTURN 8 SIDESWIPE I G 32 FT TRAILER COMBO I I G BACKING L HEAD END H H SLOWING I STOPPING WEATHER (MARK1TC 21TEMS) 0 BROADSIDE I 1 PASSING OTHER VEHICLE A CLEAR E HIT OBJECT J J CHANGING LANES B CLOUDY F OVERTURNED I K K PARKINGMANEWER 1 C MINING G VEHICLE I PEDESTRIAN L L ENTERING TRAFFIC D SNOWING M 1 M OTHER UNSAFE TURNING N I N XING INTO OPPOSING LANE F OTHER' MOTOR VEHICLE INVOLVED WYtH I O x O PARKED . G WIND A NON - COLLISION i P MERGING LIGHTING B PEDESTRIAN O TRAVELING WRONG WAY X! A DAYLIGHT C OTHER MOTORVEHICLE I I i OTHER ASSOCIATED FACTORS (MARK f TO 21TEM5; I R OTHER' B DUSK -DAWN 1 D MOTOR VEHICLE ON OTHER ROADWAY I C DARK - STREETLIGHTS X E PARKED MOTOR VEHICLE VC SECnON VOIATED OTED ❑ res A ❑ No O DARK -NO STREET LIGHTS F THIN E DARK - STREET LIGHTS NOT FUNCTIONING- G BICYCLE H ANIMAL KsECnp: vKKATEp CITED ❑ YEd B ❑ No I Z 3 SOBRIETY -DRUG PHYSICAL (MARK I TO 2ITEMS) ROADWAY SURFACE vC SECTKAL ViDtATEn CITED ❑ vES C ❑ NO I X q DRY I FIXED OBJECT B WET D A HAD NOT BEEN DRINKING B HSD- TINDER INFLUENCE I C SNOW -ICY J OTHER OBJECT 0 SLWPERY IMUDDY. OILY ETC) C HBD -NO7 UNOEft INFLUENCE' ROADWAY CANDITTON(S) I (MARK f TO 2 ITFMS) G STOP GO TRAFFIC D HB0.IMPAIRMENT UNKNOWN' PEDESTRIAN'S ACTIONS H ENTERING I LEAVING RAMP I E UNDER DRUG IN A "HOLES RUT' A NO PEDESTRIANS INVOLVED I PREVIOUS COLLISION I F IMPAIRMENT -04L' B LOOSE MATERIAL ON ROADWAY' B CROSSING IN CROSSWALK AT INTERSECTION J UNFAMILIAR WITH ROAD G IMPAIRMENT NOT KNOWN { C OBSTRUCTION ON ROADWAY' K OEFECTUEVEH EQUIP CrtEO ❑ vES ❑ NO H NOT APPLICABLE D CONSTRUCTION - REPAIR ZONE C CROSSING IN CROSSWALK - NOT AT INTERSECTION 1 SLEEPY /FATIGUED E REDUCED ROADWAY WIDTH F FLOODED' 0 CROSSING - NOT IN CROSSWALK L UNINVOLVED VEHICLE I E INROAD - INCLUDES SHOULDER N NO UNUSUAL CONDITIONS F NOT IN ROAD N NONE APPARENT G APPROACHING I LEAVING SCHOOL BUS O RUNAWAY VEHICLE I SKETCH INDICATE NORTH I I- MISCELLANEOUS STATE OF CALIFORNIA INJURED f WITNESS IPASSENGERS CHID 555 Page 3 (Rev. 14)3) OPI 061 _ Ot - 26 - 2011 14011 lauu Q# 1 ® M 9I Louv �I, M,.MM- :.,,�, ❑r+ ❑ : 18 i M ❑ ❑ EXTENT OF INJURY ( ^X" ONE) INJURED WAS ("X" ONE) ❑ 1 6 . P G 0 NAME D 0 B / ADDRESS WrtNE55 PASSENGER; j j FATAL SEVERE OTNERVISIBLE COMPLAINT Jove Martinez vMln FEAT W ' ONLY I ONLY AGE I SEX I INJURY INJURY INJURY OF PAIN DAN PASS .PED BIKE ! OMER (NUMpEII roi. BAa 'EOYV. uFCrEp Q# ❑ 118 M ❑ I ❑ ® ❑ ® ❑ ❑ ' ❑ I ❑ ', 1 1 L G 0 TELEPXO i NPMEf000 iADDRESS I Josue Lopez Preciado Qtt ❑ 57 ;F ❑ ❑ — ❑ 2 (INJLRED ONLY) TRANSPORTED BY TWD TELEPHONE Rufina Ramirez Francis Medical Center Ambulance I TAKENTO ' Saint Saint Francis Medical Center iESCR'BE INJURIES _ DESCRIBE INJURIES Large taceralwi and swetllng to back of head swollen and bruised IeR eye &Internal injuries Mood on fare_ _ � ❑VICTIM OF VIOLENT CRIME NOTIFIE 'Ott ® '4 IF ❑ ❑ ❑ i ❑ I❑ ❑ I❑ ) ❑ i ❑ 1 31 4 1P :G I 0 NAME I D 09 : ADDRESS TELEPHONE JUrSSa Guzman ` pNJURED ORLY% TRANSPORTED BY TAKEN TO OESMaC INJURIES _ - I U VICTIM OF VIOLENT CRIME NOTIFIE Q# 1 ® M ❑ VICTIM OF VIOLENT CRIME NOTIFIED ❑r+ ❑ : 18 i M ❑ ❑ ® ❑ I ❑ ® ❑ 1 ❑ ❑ 1 6 . P G 0 NAME D 0 B / ADDRESS _ TELEPHONE DESCRIBE MJURIES TELEPHONE Jove Martinez —. ' LA_LRED ONLY) TRANSPORTED By ❑ VICTIM OF VIOLENT CRIME NOTIFIE i TAKEN TO 1 Saint Francis Medical Center ID NUMBER 411800 Ambulance MO OAY YEAR 01 -26 -2011 REVIEWERS NAME MO DAY YEAR ___ 0£SCRIBE INJURIES Visably Broken or dislocatetl right arrn &bloody nose I ❑ VICTIM OF VIOLENT CRIME NOTIFIED , Qtt ❑ 57 ;F ❑ ❑ ❑ ❑ ❑ ® ❑ ❑ 2 NAME 10 0 B l ADDRESS TELEPHONE Rufina Ramirez JM1.LRED ONLY) TRANSPORTED BY I TAKENTO ' Saint Francis Medical Center iESCR'BE INJURIES _ Large taceralwi and swetllng to back of head swollen and bruised IeR eye &Internal injuries ❑ VICTIM OF VIOLENT CRIME NOTIFIED ®p1 ❑ X25 1F 1 ❑ I ❑ ❑ ❑ ❑ 5 ❑ 1❑ ❑ I ❑ I . NAME 10061 ADDRESS TELEPHONE Rom Ramirez 'IN tLREO ONLY) TRANSPORTED BY TAKEN TO DESCRIBE INJURIES � ❑VICTIM OF VIOLENT CRIME NOTIFIE 'Ott ® '4 IF ❑ ❑ ❑ i ❑ I❑ ❑ I❑ ) ❑ i ❑ 1 31 4 1P :G I 0 NAME I D 09 : ADDRESS TELEPHONE JUrSSa Guzman ` pNJURED ORLY% TRANSPORTED BY TAKEN TO OESMaC INJURIES _ - I U VICTIM OF VIOLENT CRIME NOTIFIE Q# 1 ® M 1 ❑ ❑ j ❑ ❑ 10 1 ❑ i❑ i ❑ ❑ 1 3 L B 0 NAME I D 0 B (ADDRESS I Jose Zamora MH /t Byears ;IN ,RED ONLY) TRANSPORTED BY Unknown address o TAKEN TO i I TELEPHONE DESCRIBE MJURIES ❑ VICTIM OF VIOLENT CRIME NOTIFIE PR£PARER S NAME i Det. J. Paar ID NUMBER 411800 MO OAY YEAR 01 -26 -2011 REVIEWERS NAME MO DAY YEAR ___ STATE OF CALIFORNIA N_ARRATIVEISUPPLEMENTAL PAGE# Ce of DATE OF INCIDENT TIME NCIC NUMBER OFFICER I.D. NUMBER 01 -26 -2011 1408 1900 411800 911 - 01488 - 2117 -471 1 I. Facts 2 A. Notification 3 1 was notifiedothat a collision occurred involving a Vehicle vs Pedestrian. I was told there 4 were injuries reported and the driver (P /1) was suspected of being under the influence of 5 alcohol. I responded to the location to conduct an investigation. 6 7 B. Scene 8 1. Roadway Description 9 Wright Road is a flat, asphalt surfaced, north /south, residential roadway with one 10 lane of travel in each direction. The roadway is undivided and bordered by raised 11 concrete curbs. 12 13 2. Traffic Controls 14 No traffic controls were present or a factor in this collision. 15 16 C. Measurements 17 1. Area of Impact 18 AOI #1 (P 11 vs P /3) 19 132 feet south of south curb line of Josephine Street & 3 feet east of west curb line of 20 Wright Road. 21 22 AOI #1 (P /3 vs P /2) 23 136 feet south of south curb line of Josephine Street & 3 feet east of west curb line of 24 Wright Road. 25 26 AOI #1 (P /3 vs P /4) 27 171 feet south of south curb line of Josephine Street & 3 feet east of west curb line of 28 Wright Road. PREPARED 8Y I.D. NUMBER DATE REVIEWER'S NAME DATE J. Paar 411800 01 -26 -2011 STATE OF CALIFORNIA 01 -26 -2011 1408 1900 411800 911 - 01488 - 2117 -471 1 D. Physical Evidence 2 1. Skidmarks .3 18 feet of four wheel locked skid attributable to P11 prior to AOI #1, 4 5 2. Debris 6 Misc broke plastic and metal car parts and car fluids. 7 8 II. Statements 9 A. Party(s) 10 1 contacted P/1 in the emergency room at Saint Francis Medical Center where I advised 11 him of his constitutional rights per shad 477. He said he understood and answered my 12 questions. P/1 said he was driving his vehicle southbound Wright Road at an unknown 13 speed when he realized he was at the intersection with Josephine Street. He intended to 14 turn right on Josephine and attempted to make a sharp turn. He was traveling too quickly 15 and lost control of the car colliding into P/3 which was parked along the west curb. P/1 said 16 his front seat passenger fled the scene for an unknown reason after the collision. He told 17 his front seat passenger was a friend (Jose Zamora MH /18 yrs old) who lived on his street, 18 however he did not know his address. He also told me his phone number (see page 5). 19 20 As I spoke with him I noticed the smell of an alcoholic beverage emitting from his breath 21 and person. His speech was slurred. He told me that he and his friends (passengers 22 Martinez and Zamora) were drinking earlier in the day. See DUI arrest report under file 23 number 911 - 01489 - 2117 -241 for further information. 24 25 1 contacted P/2 in a hospital room at Saint Francis Medical Center. I saw severe swelling to 26 her left eye and head. P/2 said she was standing on the sidewalk leaning over into the van 27 (P /3) removing grocery bags when she heard a loud screeching skid. Before she could PREPARED BY 1.D. NUMBER DATE REVIEWER'S NAME DATE J. Paar 411800 01 -26 -2011 STATE OF CALIFORNIA NARRATIVE /SUPPLEMENTAL PAGE# t of DATE OF INCIDENT TIME NCIC NUMBER OFFICER I.D. NUMBER 01 -26 -2011 1408 1900 411800 911 - 01488 - 2117-471 1 react she was knocked to the ground by the impact of the van door hitting her. She said 2 she believes she was knocked unconscious and doesn't remember much after that. 3 4 B. Witness (s) 5 W/1 said she was standing on the porch of her home when she saw P/1 collide into P/3 6 which struck P/2 and P 14. She said she saw P/2 (her Aunt) who was standing on the curb 7 get struck by the van's open door as the door became disconnected from the van. She 8 said she rendered first aid to her aunt while a family member called 911. 9 10 C. Passenger(s) 11 The front seat passenger of P/1 fed the scene for unknown reasons. I have been unable to 12 contact him as of this writing. 13 14 1 contacted the rear seat passenger of P/1 in the emergency room at Saint Francis Medical 15 Center. He told me he was sitting in the rear passenger side seat at the time of the 16 collision. He said they just left school (Vista Continuation High School) and were on their 17 way to a liquor store in the City of Compton to buy cigarettes. He said he wasn't sure what 18 happened or why they crashed. He didn't know what P/1 had been drinking or that he was 19 intoxicated. He said after the collision he exited the car and sat on the west curb. His arm 20 was injured. He told me he was approached by men who began to punch him in the face; 21 mistaking him as the driver and blaming him for causing the collision. He also confirmed 22 that the front seat passenger who fled the scene was Jose Zamora (MH /18) who resides on 23 Copeland Street. 24 25, The parked van (P /3) was occupied by P /2's niece, Julissa Guzman, who was seated in the 26 rear of the van. She was seen by Paramedics and appeared to be uninjured. 27 28 PREPARED BY I.D. NUMBER DATE REVIEWER'S NAME DATE J. Paar 411800 01 -26 -2011 STATE OF CALIFORNIA # 01 -26 -2011 1408 1900 411800 911 - 01488 - 2117 -471 1 III. Opinions and Conclusions 2 A. Summary 3 P/1 said he was driving his vehicle southbound Wright Road. As he passed Josephine 4 Street he made a turning movement to the right and lost control of the car colliding into P /3, 5 causing P/3 to collide into P/2 and P /4. 6 7 B. Intoxication 8 P/1 was determined to be under the influence of alcohol. See DUI arrest report under file 9 number 911-01489-2117-241 for further information. 10 11 C. Arrest/Citation 12 P/1 was arrested for Driving under the Influence of Alcohol causing Injury (violation 23153 13 (a) CVC). He was released in the Emergency Room on a noticed to appear # Y135800 14 with the approval of the W/C Sgt. Shepherd . 15 16 D. Additional Information 17 Los Angeles County Fire Station 148 responded to the scene and treated the injured. 18 19 E. Cause 20 P/1 is the sole cause of the collision for driving while intoxicated (23153(a) CVC) and 21 making an unsafe turning movement (22107 CVC). 22 23 24 IV. Recommendations 25 None 26 27 28 PREPARED BY I.D. NUMBER DATE REVIEWER'S NAME DATE J. Paar 411800 01 -26 -2011 AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the ity Council APPROVED BY: Roger L. Haley, City Manag r PREPARED BY: Jonathan Colin, Director of Development Services SUBJECT: Plaza Mexico's 2012 Calendar of Events Recommendation: Staff recommends that the City Council approve Plaza Mexico's calendar of events for the year 2012. Background: The City of Lynwood requires a Business License to operate any type of business or event in the City of Lynwood. Discussion & Analysis: City staff receives requests for special events regularly. Pursuant to the Lynwood Municipal Code, such activities require approval of a special permit by the City Council. Often the requests are submitted at the last minute, not allowing staff time to process the application and forward to the City Council before the date of the event. Lynwood Municipal Code Section 4 -8.8 requires City Council approval of a special permit for a variety of events, activities and land uses. Some activities requiring special permit approval are small in nature and pose minimum impacts or safety issues. Other activities are larger in nature and require measures to protect the public health, safety and welfare. Due to continuous requests for special permits and /or special events, and short time frames for events dates, staff recommended six years ago that Plaza Mexico create an annual calendar. The approval of the annual calendar has proven to be a useful tool both for staff and Plaza Mexico. Fiscal Impact: The City receives $30 filing fee, plus $30 per day parking lots sales, or $70.00 employee /booth. ITEM /7 Coordinated With: Finance Department City Attorney's Office Attachment: - Plaza Mexico's 2012 Calendar of Events 2 2012 MASTER MARKETING CALENDAR MONTH EVENT DATE HELD AMOUNT BUDGETED DESCRIPTION JANUARY ROSCA DE REYES 1/6/2012 3 KINGS DAY AND ROSCA DE REYES FEBRUARY VALENTINE'S DAY 211212012 PROMOTIONAL DAY MEXICAN FLAG DAY 2/24/2012 CIVIC CEREMONY MARCH OAXAQUENO FESTIVAL 3/18 -25/12 BENITO JUAREZ CELEBRATION EQUINOCCIO 3- 10/11 -12 EVENT FROM MAYAN CULTURE APRIL SANTO NIE40 DE ATOCHE 4/20 - 21/2012 RELIGIOUS EVENT ZACATECAS STATE ECO- FESTIVAL 4/22/2012 LA CUARACAO AND HENRY SANCHEZ CHILDREN DAY WITH LACH 4/29/2012 AYUDATHON (FUNDRISING) FOR LACH MAY CINCO DE MAYO EVENT FESTIVAL /CONCERT TO CELEBRATE 5 DE MAYO LEGAL FAIR 5/19/2012 COOMMUNITY EVENT JUNE JALISCO EVENT 06/16- 17/2012 PROMOTING JALISCO COMMUNITY JULY EXPO SINALOA 7/14 -15/12 PROMOTING SINALOA STATE AUGUST PROMOTING JALISCO STATE ENCUENTRO DEJARANEROS 8/18 -19 -12 PROMOTING CULTURE,DANCE, MUSIC OF VERACRUZ STATE SEPTEMBER FIESTAS PATRIAS EVENT 9/15/2012 CELEBRATE MEXICAN INDEPENDENCE, LIVE PERFORMANCE, BANDS AND CULTURE OCTOBER EXPO MUJER PROMOTING EDUCATION FOR WOMEN COLIMA FESTIVAL 10/18 -19/12 WITH SPONSORSHIP PROMOTING COLIMA STATE NOVEMBER DAY OD THE DEAD 11/3 -4 -5/12 ANNUAL CELEBRATION OF DAY OD DEAD HOLYDAY TURKEY GIVEAWAY 11/20/2012 TURKEY GIVEAWAY FOR COMMUNITY MEMBERS CHRISTMAS ADVERTISING CAMPAIGN ALL MONTH LAUNCH ANNUAL CHRISTMAS ADVERTISING TREE LIGHTING CEREMONY CELEBRATING CHRISTMAS SEASON DECEMBER VIRGIN OF JUQUILA 12/1/2012 ANNUAL CELEBRATION OF VIRGIN DAY VIRGIN OF GUADALUPE 12/11 -12/12 ANNUAL CELEBRATION OF VIRGIN DAY Q AGENDA REPORT L DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: G. Daniel Ojeda, P.E., Director of Public Works ��ityEngineer Ed Nicholoff, Building Maintenance Supervisor SUBJECT: Award of Purchase Order for Ten Ton Truck Center & Forklift Repair Inc. and Century Radiators and Transfer of Funds Recommendation: Staff recommends that the City Council adopt the attached resolution entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE PURCHASE ORDER TO TEN TON TRUCK CENTER & FORKLIFT REPAIR INC. IN THE NOT —TO- EXCEED AMOUNT OF $40,000 AND CENTURY RADIATORS IN THE AMOUNT NOT -TO- EXCEED $20,000 FOR AUTOMOTIVE REPAIR SERVICES AND AUTHORIZE THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSER $60,000 FROM UNAPPROPRIATED GARAGE FUND TO ACCOUNT NO. 7011.45.420." Background: The City currently uses two vendors Century Radiator and Ten Ton Forklift for general automotive repair and heavy equipment repair. The City's older fleet has experienced more frequent breakdowns and, as a result, repair expenditures have now exceeded $15,000 for these vendors. Discussion & Analysis: Both current vendors accept purchase orders and agree to work within the City's purchasing policies and procedures. One vendor is local and the other provides mobile repair service and repair of heavy equipment. The service provided by both vendors is satisfactory. To continue uninterrupted vehicle repairs through the end of this fiscal year additional funds are needed and City Council needs to approve two purchase orders Century Radiator for a not -to- exceed amount of $20,000 and Ten Ton Forklift for a not -to- exceed amount of $40,000. IX Fiscal Impact Funds are available in the unappropriated Garage fund. Coordinated With: Budget Office City Attorney's Office City Manager's Office Finance Department RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING STAFF TO ISSUE PURCHASE ORDER CONTRACT TO TEN TON TRUCK CENTER & FORKLIFT REPAIR INC. IN THE NOT —TO- EXCEED AMOUNT OF $40,000 AND CENTURY RADIATORS IN THE AMOUNT NOT -TO- EXCEED $20,000 FOR AUTOMOTIVE REPAIR SERVICES AND AUTHORIZE THE CITY MANAGER OR DESIGNEE TO APPROPRIATE AND TRANSER $60,000 FROM UNAPPROPRIATED GARAGE FUND TO ACCOUNT NO. 7011.45.420 WHEREAS, Century Radiator and Ten Ton Forklift have been providing satisfactory vehicle and heavy equipment repair of the City's vehicle fleet; and WHEREAS, vehicles and equipment repairs exceed $15,000 for both vendors; and WHEREAS, to continue uninterrupted vehicle repairs through the end of this fiscal year City Council needs to approve purchase orders for these vendors; and WHEREAS, additional funds are needed and are available in the unappropriated Garage Fund. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That the City Council authorizes the City Manager or designee to appropriate and transfer $60,000 of unappropriate Garage Funds to the to account no. 7011.45.420. Section 2. That the City Council authorizes staff to issue a purchase order to Century Radiator in the amount not -to- exceed $20,000 and a purchase order to Ten Ton Truck Center & Forklift Repair Inc. in the amount - not -to exceed $40,000 Section 3. That this Resolution shall take effect immediately upon its adoption. Section 4. The City Clerk shall certify as to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 3`d day of April 2012. Jim Morton Mayor ATTEST: Maria Quih6nez City Clerk APPROVED AS TO FORM: Fred Galante City Attorney Roger L. Haley City Manager APPROVED AS TO CONTENT: G. Daniel Ojeda, P.E. Director of Public Works / City Engineer STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, do hereby certify that the above and foregoing resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting held in the City Hall of said City on the day of AYES: NOES: ABSENT: and passed by the following vote: City Clerk, City of Lynwood STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and forgoing is a full, true and correct copy of Resolution No. on file in my office and that said resolution was adopted on the date and by the vote therein stated. Dated this day of City Clerk, City of Lynwood 5 a` 0 �. AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: Robert S. Torrez, Assistant City Manager Amanda Roberson, Controller /Audit Manager SUBJECT: Approval to Amend the Contract with Vasquez & Company LLP for Auditing Services Recommendation: Staff recommends that the City Council amend the existing Agreement with Vasquez & Company LLP and adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND VAZQUEZ & COMPANY LLP INCREASING THE NOT -TO- EXCEED ANNUAL FEE FROM $51,500 TO $65,000 FOR THE THIRD YEAR OF THE CONTRACT TERM." Background: The City Council approved an agreement with Vasquez & Company LLP to provide auditing services for a term of three years commencing on June 2, 2009 and terminating on June 1, 2012. Total payment pursuant to the existing agreement shall not exceed $51,500 for the third year of the contract term. Discussion & Analysis: The scope of work to be performed by the audit firm included a single audit on the expenditures of federal grants in accordance with OMB Circular A -133. The second year of the contract term included three major programs that were subject to audit. Vasquez & Company charges $4,500 per major program. The budget for the third year was based on the assumption that there would be three major programs to be audited. The City's Single Audit for fiscal year 2010 -2011 includes expenditures funded by various federal funds. The expenditures for FY 2011 include several programs funded by federal funds such as: • ARRA — Capital Improvement Projects and Law Enforcement Programs (i.e. Justice Assistance Grant) • Homelessness Prevention Program • Neighborhood Stabilization Program • STP Funds — Capital Improvement Projects • Department of Energy Grant • HUD — Section 108 The Single Audit will now include six major programs instead of three. There is a need to amend the agreement by increasing the fee from $51,500 to $65,000 for the additional three major programs, for the third year of the contract term. We are currently in the third year of this contract. Fiscal Impact: The additional fee is not included in FY 11 -12 Adopted Budget. Staff is requesting approval to appropriate $13,500 from the Street Lighting Fund ($11,500) and the Community Development Block Grant Fund ($2,000). Coordinated With: City Manager's Office City Attorney's Office Attachments: - Resolution - Second Amendment to the Agreement 2 SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND VASQUEZ & COMPANY LLP TO PROVIDE AUDIT SERVICES This second amendment ( "SECOND AMENDMENT') is made as of April 3, 2012 for the purpose of amending the existing agreement ( "AGREEMENT') dated July 20, 2009, by and between the CITY OF LYNWOOD ( "CITY "), a municipal corporation, and VASQUEZ & COMPANY LLP ( "CONTRACTOR "). RECITALS WHEREAS, the City Council of the City of Lynwood determined at the Council meeting of April 3, 2012, that the services provided by CONTRACTOR to the CITY under the AGREEMENT should be amended; and WHEREAS, the City has six major programs for the audit year ending June 30, 2011; and WHEREAS, only three programs were included in the existing contract and the fee for each federal fund that is subject to single audit is $4,500. The total fee for the three additional funds is $13,500. NOW, THEREFORE, the Parties hereto do hereby agree as follows: 1. Fee Modification. The fee schedule shall be modified to increase the not -to- exceed fee from $51,500 to $65,000 for third year of the audit. 2. Compensation. Total payment to CONTRACTOR pursuant to this AMENDMENT shall not exceed SIXTY -FIVE THOUSAND DOLLARS ($65,000) for the third year, which shall be payable by the CITY in accordance with the terms of the AGREEMENT. IN WITNESS WHEREOF, the Parties have executed this AMENDMENT as of the dates written below. CITY OF LYNWOOD M Jim Morton, Mayor VASQUEZ & COMPANY LLP 0 Date Gilbert Vasquez, CPA Date ATTEST: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF LYNWOOD AND VASQUEZ & COMPANY LLP INCREASING THE NOT -TO- EXCEED FEE FROM $51,500 TO $65,000 FOR THE THIRD YEAR OF THE CONTRACT TERM WHEREAS, in 2009, the City Council approved an agreement with Vasquez & Company LLP to provide auditing services for a term of three years commencing on June 2, 2009 and terminating on June 1, 2012; and WHEREAS, the total payment pursuant to the existing agreement shall not exceed $51,500 for the third year; and WHEREAS, the scope of work to be performed included a single audit on expenditures of federal grants by major programs in accordance with OMB Circular A -133; and WHEREAS, for second year of the audit (FY 2010), three of the federal grants were considered as a major programs; and WHEREAS, for the third year of the audit, there are six major programs funded by the American Recovery and Reinvestment Act (ARRA), the Neighborhood Stabilization Program (NSP), Homelessness Program (HPRP), HUD Section 108 Funds, STP Funds and the Department of Energy (DOE Grant); and WHEREAS, all expenditures of federal funds by major programs are to be included in the single audit and they are required to be audited; and WHEREAS, the audit firm's fee for each major program is $4,500, the audit of all programs will require an additional fee of $13,500. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council authorizes the Mayor to execute an amendment to the Agreement between Vasquez & Company LLP and the City of Lynwood for the contractor to provide audit services for three additional major programs. There are a total of major programs for the third year. Section 2. The amendment to the Agreement shall be in a form approved by the City Attorney and the total payment to the contractor shall not exceed $65,000 for the third year of the contract term. Section 3. The City Council approves the additional appropriation of $13,500 from the Street Lighting Fund ($11,500) and the Community Development Block Grant Fund ($2,000). Section 4. This resolution shall become effective immediately upon its adoption. PASSED, APPROVED and ADOPTED this 3rd day of April 2012. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM Fred Galante City Attorney 2 Jim Morton Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: Robert S. Torrez Assistant City Manager gg@ / AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manager_ / PREPARED BY: Robert S. Torrez, Assistant City Manager Amanda Roberson, Controller /Audit Manager60 SUBJECT: Approval to Contract with Bartel Associates LLC for the GASB 45 OPEB Actuarial Valuation Recommendation: Staff recommends that the City Council approve the Agreement with Bartel Associates LLC and adopt the attached resolution entitled, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF LYNWOOD AND BARTEL ASSOCIATES LLC ". Background: Governmental Accounting Standards Board (GASB) Statement No. 45 - Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions requires the City of Lynwood to determine the City's obligations and costs for its post employment benefits (for retirees). In addition, the City of Lynwood makes annual contributions to the CalPERS Trust to help the City fund its long -term liabilities for other post employment benefits (OPEB). The CalPERS Trust requires that the City submit an updated actuarial certification every two years. The last actuarial valuation (and certification) expired on June 30, 2011. This agreement is for the period from April 3, 2012 through July 31, 2012 with Bartel Associates LLC to perform the actuarial valuation for the following periods: July 1, 2011 to June 30, 2012 and July 1, 2012 to June 30, 2013. Total payment pursuant to the agreement shall be up to $16,000 and shall not exceed $18,500. ITEM Discussion & Analysis: The scope of work to be performed by the firm includes a full scope actuarial valuation in accordance with GASB 45, final report, actuarial certification, and presentation of valuation results. The Lynwood Municipal Code Section 6 -3.9 states that in contracts over fifteen thousand dollars in non - emergency situations, departments should utilize a Request for Proposal or Request for Qualification process (`RFP /RFQ'). Any contracts for professional /special services in excess of fifteen thousand dollars require the approval of the City Council and the signature of the Mayor. Exceptions of this process are listed under Section 6 -3.13 of the Lynwood Municipal Code. One of the exceptions is if the City Council finds through 4 /5ths vote that such acquisition may be more economically and efficiently effected through the use of an alternate procedure. The actuarial valuation cannot be performed by City staff. It requires the expertise of a certified actuary. Bartel Associates LLC was selected via an Requests for Proposal /Request for Qualification process to complete the City's initial actuarial valuation in August 2009. Bartel Associates LLC are generally recognized throughout the State as the most knowledgeable, experienced and expert firm performing actuarial analyses of local government pension programs and OPEB liabilities. The initial contract fee was $14,500; therefore, the proposed not to exceed fee of $18,500 is consistent and appropriate. In addition, hiring Bartel Associates LLC is beneficial since there are efficiencies due to Bartel's knowledge of the City's organization, staffing, payroll, and OPEBs. Fiscal Impact: The fee is not included in the FY 11 -12 Adopted Budget. Staff is requesting approval to appropriate $18,500 from the Self- Insurance Fund. Coordinated With: City Manager's Office City Attorney's Office Attachments: - Resolution - Agreement RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF LYNWOOD AND BARTEL ASSOCIATES LLC WHEREAS, the City of Lynwood has utilized services from Bartel Associates LLC since 2009 to perform the actuarial valuation to determine the City's obligations and costs for its post employment benefits; and WHEREAS, Governmental Accounting Standards Board (GASB) Statement No. 45 - Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions requires the City of Lynwood to determine the City's obligations and costs for its post employment benefits (for retirees); and WHEREAS, the CalPERS Trust requires that the City submit an actuarial certification every two years. The last actuarial valuation expired on June 30, 2011; and WHEREAS, this valuation cannot be performed by City staff. It requires the expertise of a certified actuary; and WHEREAS, such an acquisition may be more economically and efficiently effected through the use of an alternate procedure. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council authorizes the Mayor to execute an Agreement between Bartel Associates LLC and the City of Lynwood for the contractor to perform the actuarial valuation for the periods ended June 30, 2012 and June 30, 2011 Section 2. The Agreement shall be in a form approved by the City Attorney and the total payment to the contractor shall not exceed $18,500 for the contract term. Section 3. The City Council approves the appropriation of $18,500 from the Self- Insurance Fund. Section 4. This resolution shall become effective immediately upon its adoption. PASSED, APPROVED and ADOPTED this 3rd day of April 2012. ATTEST: Maria Quinonez City Clerk APPROVED AS TO FORM Fred Galante City Attorney 2 Jim Morton Mayor Roger L. Haley City Manager APPROVED AS TO CONTENT: Robert S. Torrez Assistant City Manager PROFESSIONAUSPECIAUCONSULTING SERVICES AGREEMENT This agreement ( "Agreement ") is made as of April 3, 2012 by and between the City of Lynwood, a municipal corporation ( "City ") and BARTEL ASSOCIATES, LLC ( "Consultant "). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide consulting services to City as set forth in the attached Exhibit A; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows: 1. Consultant's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A. B. Time of Performance. Consultant shall complete the specific services according to the schedule of performance which is also set forth in Exhibit A. 2. Term of Agreement. This Agreement shall be for April 3, 2012 (the "Commencement Date ") and terminating on July 31, 2012 (the "Termination Date "), unless sooner terminated pursuant to the provisions of this Agreement. 3. Compensation. A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. Each invoice shall include a breakdown of all monthly services performed together with the hours spent on each service. City shall endeavor to pay invoices bearing correct and authorized charges within thirty (30) days of the date they are received; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. City shall not be responsible to Consultant for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Consultant pursuant to this Agreement is up to sixteen thousand ($16,000) and shall not exceed eighteen thousand five hundred dollars ($18,500), which shall be payable as set forth in the Compensation Schedule in the attached Exhibit A. GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out -of -town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only be reimbursed for those expenses which: (i) appear on Consultant's monthly invoices; (ii) are accompanied by a copy of the City's written authorization for Consultant to incur such expenses; and (iii) receipts documenting such expenses. 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both Parties intend the provisions of the other exhibit(s) to control. 5. Addresses. City City of Lynwood 11330 Bullis Road Lynwood, CA 90262 Attn: Mr. Roger L. Haley, City Manager Consultant Bartel Associates, LLC 411 Borel Avenue, Suite 445 San Mateo, Ca 94402 Attn: John Bartel, President 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit A — Scope of Services, Time of Performance and Compensation Schedule [three (3) pages] Exhibit B — General Terms and Conditions (seven (7) pages) SIGNATURES ON FOLLOWING PAGE GASB 45 OPEB Actuarial Valuations Consulting services Agreement 2012 2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates written below. CITY CITY OF LYNWOOD Jim Morton, Mayor CONSULTANT BARTEL ASSOCIATES, LLC 0 John Bartel, President ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: i Fred Galante, City Attorney GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 3 Date Date EXHIBIT A SCOPE OF SERVICES, TIME OF PERFORMANCE AND COMPENSATION SCHEDULE SCOPE OF SERVICES GASB 45 OPEB ACTUARIAL VALUATIONS The City of Lynwood desires a full scope actuarial valuation in accordance with GASB 45 OPEB requirements and to determine the City's obligations and costs for its retiree healthcare program as required by Governmental Accounting Standards Board Statement No. 45. RETIREE HEALTHCARE BENEFITS /PENSIONS Number of current active employees receiving full benefits: 169 (best estimated) Made up as follows: Firefighter: 0 Police: 0 Miscellaneous - Management: 45 Miscellaneous - LEA: 106 Miscellaneous — LEA (Hourly): 15 City Council 3 Number of retired employees receiving healthcare benefits: 76 (best estimated) Made up as follows: Firefighter: 20 Police: 0 Miscellaneous - Management: 31 Miscellaneous - LEA: 22 Miscellaneous — LEA (Hourly): 1 City Council 2 The study results and presentation should include: ■ Actuarial Obligations as of June 30, 2012 and June 30, 2013: • Present Value of Future Benefits • Actuarial Accrued Liability • Normal Cost • Assets • Unfunded Actuarial Accrued Liability • Expected Benefit Payments GASB 45 OPEB Actuarial Valuations Consulting services Agreement 2012 Exhibit A ■ Annual Required Contribution, as a dollar amount and as a percentage of payroll: • Normal Cost • Amortization of the Unfunded Actuarial Accrued Liability ■ Annual OPEB Cost ■ Net OPEB Obligation ■ Sensitivity analysis: • Funded and not funded investment return scenarios • 20 and 30 year amortization periods for the Unfunded Actuarial Accrued Liability ■ Projected Contribution, Benefit payments, and Annual OPEB Cost for the next 10 years ■ Summary of plan provisions and the data used for the valuation ■ Summary of actuarial methods and assumptions. The project plan should include: ■ Initial discussion to review plan provisions, data, actuarial methods, and actuarial assumptions, incorporating Retirement and Benefits information, as contained in the RFP and Responses to your Questionnaire ■ Communication with staff via email, phone, or conference call, to review data, obtain information, and present preliminary valuation results ■ Executive summary of the final results ■ Meeting with the Assistant City Manager and Controller /Audit Manager to present final results, if necessary ■ Final approval by the City Manager TIME OF PERFORMANCE The service will be completed and all Reports submitted to the City by June 28, 2012 of the signing of the service contract. GASB 45 OPEB Actuarial Valuations Consulting services Agreement 2012 Exhibit A 2 COMPENSATION SCHEDULE The fees for the service are up to sixteen thousand ($16,000) and shall not exceed eighteen thousand five hundred dollars ($18,500), payable as follows: The contractor will invoice the City monthly based on time incurred, subject to the above maximum fee cap. Each invoice should clearly specify the percentage of work completed and number of hours spent. Final invoice will be presented upon the satisfactory acceptance of the Final Report by the City. Invoices will be paid by the City to the Consultant within 45 days after receipt. GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 Exhibit A EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 1. 2. Standard of Performance. A. Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. The City Manager or his/her designee may from time to time assign additional or different tasks or services to Consultant, provided such tasks are within the scope of services described in Exhibit A. However, no additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A, or those so assigned in writing to Consultant by the City Manager or his/her designee. B. The Assistant City Manager /Administrative & Community Services shall, until further notice to Consultant, administer this Agreement and provide for immediate supervision of Consultant with respect to the services to be provided hereunder. 3. Indemnification. A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 Exhibit B knowledge of Consultant to perform said services and duties. B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by the Consultant's performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractors, subconsultants or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City's sole negligence or willful acts or omissions. C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to City. 4. Insurance. A. Without limiting Consultant's indemnification of Indemnitees pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below: (i) Commercial General Liability Insurance using Insurance Services Office Commercial General Liability form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. (ii) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If consultant owns no vehicles, this GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 20t2 Exhibit B 2 requirement may be satisfied by a non -owned auto endorsement to the general liability policy described in the preceding subsection. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. (iii) Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. (iv) Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability. C. All insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California with a Best's rating of no less than ANII. D. All insurance policies shall provide that the insurance coverage shall not be non- renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to "Risk Manager," City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Consultant shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less that one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement ". F. The Consultant's insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 Exhibit B 3 insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant and the cost of such insurance may be deducted, at the option of City, from payments due Consultant. 5. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be the subject of a copyright application by Consultant. 7. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant. Consultant's covenant under this section shall survive the termination of this Agreement. S. Termination for Cause. Should Consultant fail to perform any of the obligations required of Consultant within the time and in the manner provided for under this Agreement within seven (7) days after receipt from City of a written notice of such default, or should Consultant violate any of the terms and conditions of the Agreement, City may terminate this Agreement with cause upon thirty (30) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City's obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, preserve the product of the services, and turn over to City the product of the services in accordance with written instruction of City. 9. Personnel. Consultant represents that it has, or will secure at its own expense, all GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 Exhibit B 4 personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises. 10. Financial Condition. Prior to entering into this Agreement, Consultant has submitted documentation acceptable to the City Manager, establishing that it is financially solvent, such that it can reasonably be expected to perform the services required by this Agreement. Financial information submitted to the City Manager shall be returned to Consultant after review and shall not be retained by City. 11. Non - Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 12. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a written annual administrative performance evaluation shall be required within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as GASB 45 OPEB Actuarial Valuations Consulting services Agreement 2012 Exhibit B 5 provided herein. 14. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Consultant is an out -of -state corporation or LLC, it must be qualified or registered to do business in the state of California pursuant to sections 2105 and 17451 of California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section. 15. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder. 16. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 17. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this section. 19. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 21. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. GASB 45 OPEB Actuarial Valuations Consulting services Agreement 2012 Exhibit B 22. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the appropriate officer of the City as set forth in subsection 6 -3.1 et seq. of the Lynwood Municipal Code and attested by the City Clerk. 23. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. GASB 45 OPEB Actuarial Valuations Consulting Services Agreement 2012 Exhibit B 7 B/JRTEL SSOCIATES. LLC October 13, 2011 May Tan Accounting / Auditing Supervisor City of Lynwood Coto Clerk Office 11330 Bullis Road Lynwood, CA 90262 Re: GASB 45 OPEB Actuarial Valuation Fee Estimate & Data Request Dear Ms. Tan: Bartel Associates would be pleased to provide the City of Lynwood actuarial consulting services. This letter summarizes the project scope and our fee estimate for a June 30, 2011 actuarial valuation for the City of Lynwood's retiree healthcare plan. The prior June 30, 2009 valuation can be used for the 2009/10 and 2010 /11 fiscal years. The June 30, 2011 valuation can be used for the 2011/12 and 2012/13 fiscal years. A new valuation is required if there is a significant change to plan membership, benefit provisions, healthcare providers, funding policy, or the basis of any long -term actuarial assumptions between the valuation date and the applicable fiscal year. CalPERS Board recently approved 3 different CERBT asset allocation strategies. Effective with the submission of the June 30, 2011 actuarial valuation, agencies can elect one of the 3 options. The discount rate assumption will be based on the option selected. For each investment option, CalPERS is providing an upper limit (based on the 5(Yh percentile return calculated by CaIPERS) on the discount rate with lower rates also being acceptable. For example, if the City remains with the investment option comparable to the current allocation, the highest discount rate that may be used is 7.61 %. A lower rate may be selected, and likely we will recommend the City use a discount rate which is below the upper limit. We will provide more information on the investment options and the corresponding discount rates with the valuation. Estimated Fees Our estimated fee to prepare a GASB 45 valuation of the City's retiree healthcare plan as of June 30, 2011 is $16,000 including a CERBT actuarial certifications and a meeting to discuss the valuation results. While this represents the likely cost of the valuation, it is possible that it may require additional time. We understand the City's budgeting needs and agree not to bill more than $18,500 for the valuation unless the project scope changes. Since our estimated fee only includes expected charges for time spent on the actuarial valuation and meeting, the City may want to establish an additional consulting budget for other OPEB projects or consulting that may be needed over the next year. The amount of this consulting budget will depend on the City's expectation for any plan changes, plan design studies, funding policy changes, cost projections, and other day -to -day administrative, financial reporting, and consulting issues. If no significant studies are planned, the City might consider setting up an additional consulting budget of about 25% to 30% of the valuation budget, or $4,000 for example, for additional discussions or projects. Our charges for ad- hoc consulting will be based on our hourly rates and the time involved. 411 Borel Avenue, Suite 101 • San Mateo, California 94402 main: 6501377 -1600 -fax. 650/345-8057 •web: www.bartel- associates.com May Tan October 13, 2011 Page 2 (N Please note that our fee estimate assumes that: ■ We will bill the City of Lynwood at the following hourly rates: Partner S250-$300 Assistant Vice President S200-$225 Senior Actuarial Analyst $150 Actuarial Analyst $125 Administrative Support $75 • The City has made no changes to its retiree healthcare plan or healthcare providers since the last actuarial valuation as of June 30, 2009. (Please review the benefit summary from our last valuation results outline and let us know of any changes.) • Participant census data requested will be provided completely and accurately in an Excel workbook with one record per participant. ■ Costs and liabilities will be provided using one funding method and one set of assumptions. ■ GASB 45 costs and liabilities will be presented for the plan as a whole with breakdowns for Miscellaneous and Safety participants as for the June 30, 2009 valuation. ■ The City of Lynwood has not changed its funding policy since the June 30, 2009 valuation. (Please review the funding policy as stated in our last valuation results outline and let us know of any changes.) • We will calculate the Actuarial Value of Assets and estimate the components of the Actuarial Accrued Liability gain or loss since the last actuarial valuation. • We will estimate the components of the Actuarial Accrued Liability gain or loss since the last actuarial valuation. • We will have one meeting with the City to review the valuation results and will provide a preliminary valuation results discussion outline for the meeting. The discussion outline will summarize the plan provisions, census data, actuarial methods and assumptions, and the valuation results. • We will provide the actuarial certification, funding policy certification, and Excel valuation information spreadsheet required by Ca1PERS from agencies funding with CERBT along with a certified final valuation results discussion outline. • There will be no additional charges for expenses (e.g., travel, telephone, copying, etc.). The hourly rates above include our costs for these items. • We will invoice the City monthly based on time incurred, subject to the above maximum fees. Please note that our fee estimate will be higher if: • The City has changed its retiree healthcare plan design or has changed healthcare providers since the June 30, 2009 actuarial valuation. (If the City has made any changes to the retiree healthcare plan since the June 30, 2009 valuation, please provide us those changes so we can revise our fee estimate, if necessary.) • Participant census data is not complete, accurate, and free from internal inconsistencies or is not provided in an Excel workbook with one record per participant. • Plan and financial information is not provided as requested or is not complete and internally consistent. • Results are needed separately for additional employee groups. Our fee will increase by approximately $400 for each additional employee group. 411 Borel Avenue, Suite 101 • San Mateo, California 94402 main: 650/377 -1600 • /ax: 650/345 -8057 • web: www.bartel- associates.com May Tan October 13, 2011 / \ \\ �/\ Page 3 Results are needed for additional assumptions, funding methods, contribution policies, or alternative plan designs. The City requests additional meetings. We will base our fee for additional meetings on our billing rates and the time needed for the meetings and preparation. For example, a 2 -hour meeting where we can use our discussion outline with no additional preparation would cost about $600. The City requests an executive summary or a draft financial statement footnote. Our estimated fees are $1,500 for an executive summary and $1,000 for a draft financial statement footnote. Data Requirements In order for us to begin the GASB 45 valuation, please provide: ■ Summary of plan provisions and copies of the most recent MOUs for bargained employee groups and agreements for unrepresented groups if they have changed from those provided for the June 30, 2009 valuation. ■ Medical, dental, vision, and life insurance monthly premiums for active employees and retirees. ■ Total retiree pay -as- you -go costs for 2009/10 and 2010/11 for medical, dental, vision, and life insurance separately. • The City's June 30, 2009, June 30, 2010 and June 30, 2011 OPEB financial statement footnote and required supplementary information (or draft if not finalized at the time the valuation is begun). • The City's most current CalPERS PEMHCA resolution(s) if different from that provided for the June 30, 2009 valuation. • The City's last monthly CalPERS health premium invoice. Please remove any Social Security numbers. • All quarterly and annual trust statements received from CalPERS CERBT including contributions and dates made. • Active and retired participant data as of the June 30. 2011 valuation date in an Excel workbook format. • Active Data - name, employee number (not Social Security number), gender, birth date, hire date, healthcare plans (medical, dental, vision), single /2- party /family coverage (medical, dental, vision), CalPERS pension plan (Miscellaneous only, no active Safety employee), total CaIPERS service including service at other agencies (if available), bargaining or employee group, and annual PERSable compensation. Indicate the pay period for the compensation reported. Include any active employees who have waived healthcare coverage. • Retiree Data - name, employee number (not Social Security number), gender, birth date, hire date, retirement type (service retirement, disability retirement, surviving spouse), retirement date, healthcare plans (medical, dental, vision), single /2 -party /family coverage (medical, dental, vision), CalPERS pension plan (Miscellaneous, Police Officer, Firefighter), bargaining or employee group, spouse's birth date (if available), portion of premium paid by the City (medical, dental, vision), and portion of premium paid by the retiree (medical, dental, vision). Include any retirees or surviving spouses of retirees who have waived coverage. • The City of Lynwood can request a copy of its CalPERS PEMHCA database by downloading and submitting the CaIPERS "GASB 45 Data Extract Request and Non - Disclosure Agreement" and the "GASB 45 Data Extract Receiving Party Sending Electronic Information Agreement" from the CalPERS website. This data extract may be helpful to the City of Lynwood in assembling the requested employee census information, including retirees who waived coverage. If the City wants us to use the CalPERS data extract for the valuation, it should (1) add PERSable compensation to 411 Borel Avenue, Suite 101 • San Mateo, California 94402 main: 650/377 -1600 • lax: 650/345 -8057 • web: www.bartel-associates_com May Tan October 13, 2011 B� Page 4 each active record, (2) add bargaining unit or employee group to each active and retiree record if results are needed by employee group, (3) remove any retirees who are not eligible to participate in the City's retiree healthcare plan, for example, if they did not retire directly from the City, and (4) make any additions, deletions, or changes necessary to make the file current as of the valuation date. (5) add dental and vision plans and coverage (single /2- party /family) • In order to maintain confidentiality, please do not provide Social Security numbers for the employee number. We will delete any files that include Social Security numbers and request a revised file. • Our fee estimate assumes that the City will merge and reconcile all data files and provide one census file with one complete record for each employee and eligible retiree in an Excel workbook. If the City needs our help to merge and reconcile data, our fees will be higher. Timing Normally, the valuation results meeting is set about 4 to 6 weeks after we receive all the requested information and the City of Lynwood replies to any questions we may have after our initial review of the requested data. We look forward to continue working with you and the City. Please call me (650- 377 -1601) with any questions. Sincerely, John E. Bartel President c: Bianca Lin, Bartel Associates, LLC O: \Prospects\City of Lynwood\201 I \BA LynwoodCi 11 -10 -13 OPEB GAS B 45 fee leaer.doc 411 Borel Avenue, Suite 101 • San Mateo, California 94402 main: 650/377 -1600 • fax: 650/345 -8057 • web: www.banel- associates.com m Maria Quinonez, City Clerk APPROVED AS TO FORM: m Fred Galante, City Attorney 2 °44111 d AGENDA STAFF REPORT ~tfF04� DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manage PREPARED BY: Robert S. Torrez, Assistant City Manager Alfredo J. Lopez III, Director of Human Resources Amanda Roberson, Controller and Audit Manager Diane Strickfaden, Senior Human Resources Analyst SUBJECT: Lynwood Housing Authority Stipend Recommendation: Staff requests that the City Council amend resolution 2011.066 to allow stipend payments for service on the Lynwood Housing Authority. Background: Government Code Section 36516 regulates City Council base pay, it also allows Councilmembers to receive extra pay for their service on boards, commissions or other bodies of an additional amount up to $150 per month combined. City Councilmembers previously received $30 per meeting for serving at Redevelopment Agency meetings, which would have been a maximum of $120 per month if four meetings were held in a month. However, as Redevelopment Agencies were eliminated on February 1, 2012, this resulted in a loss of approximately $60 per month in City Council total compensation (as the Redevelopment Agency met on average two times per month). City Councilmembers also receive an average pay of approximately $33 per month ($100 per meeting, four times per year) for serving on the Lynwood Public Finance Authority (LPFA). On March 15, 2011 City Council approved Resolution No. 2011.066 to establish the Lynwood Housing Authority. While there is no stipend for attending these meetings, the City Council may elect to have a stipend of up to $50 per meeting, up to a maximum of 4 meetings, or $200 per month. _ 1 MEM 4Z Government Code Section 36516 allows for Council compensation to exceed the $150 per month cap described above if a specific statute authorizes the payment. Government Code Section 36516(c) provides, in relevant part, that "If the other statute that authorizes the compensation does not specify the amount of compensation, the maximum amount shall be one hundred fifty dollars ($150) per month for each commission, committee, board, authority, or similar body "). Furthermore, Health & Safety Code Section 34274 specifically authorizes payment of up to $50 for housing authority meetings, not to exceed 4 meetings per month. Given that the City Council currently meets two times per month, this Housing Authority stipend would equal $100 per month on average, should the Housing Authority actually meet twice a month. Discussion & Analysis: According to the chart below, the Mayor and Councilmembers receive $873 per month now and could receive $913 per month if the City Council chooses to receive the $50 per meeting Housing Authority stipend (assuming only two meetings per month are held). January 2012 Allowable Mon hly Monthl Base Comp $780 $1,000 Base Comp $780 $1,000 Lynwood Lynwood Housing Redev. Agency Authority LRA — Note 2 60 50 (LHA) — Note 2 Lynwood 100 0 Lynwood Public Finance Public Finance Auth. (LPFA) — Auth. (LPFA) — Note 3 33 33 Note 3 33 33 Total Comp $873 $1,083 Total Comp $913 $1,033 Auto Expenses $250 $250 Auto Expenses $250 $250 Electronic Electronic Media Media Expenses 250 250 Expenses 250 250 Total Total Allowances $500 $500 Allowances $500 $500 Total Monthly Total Monthly comp $1,373 $1,583 comp $1,413 $1,533 Notes (1) City Treasurer and City Clerk compensation is set by Government Code Section 36517, Resolution 2008.145, and Resolution 2008.146. (2) Based on two meetings per month for the Mayor and Council Members. The City Treasurer and City Clerk received a monthly Lynwood Redevelopment Agency stipend of $50, payable only for meetings attended. (3) The $400 Lynwood Public Finance Authority stipend (maximum of $400 per year) has been divided by 12 to determine the average monthly stipend amount allowed. 2 Fiscal Impact: If the City Council chooses to amend Resolution 2011.066 to allow stipend payments for service on the Lynwood Housing Authority, the fiscal impact will be up to $500 per month (an increase of $100 per month for each Councilmember), or $6,000 per year (assuming two meetings per month). However, this would be offset by the reduction, or loss, of the $30 per meeting stipend for the former Redevelopment Agency meetings. Coordinated With: Finance Department City Attorney's Office Attachments: City Resolution 2011.066 on Housing Authority City Resolution 2008.145 on City Clerk Compensation City Resolution 2008.146 on City Treasurer Compensation Government Code Section 36516 Government Code Section 36517 191 RESOLUTION NO. 2011.066 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ESTABLISHING A HOUSING AUTHORITY IN ACCORDANCE WITH THE CALIFORNIA HOUSING AUTHORITIES LAW WHEREAS, the California Housing Authorities Law, codified as Health and Safety Code Section 34200, et seq., authorizes the establishment of a housing authority in every city, but that the authority shall not transact any business or exercise its powers unless, by resolution, the governing body of the city declares there is a need for an authority to function in it; and WHEREAS, per Health & Safety Code Section 34242, the governing body of a city may adopt a resolution declaring there is a need for a housing authority if it finds either: (a) the existence of unsanitary and unsafe inhabited dwelling accommodations in the city, or (b) a shortage of safe or sanitary dwelling accommodations in the city available to persons of low income at rentals they can afford; and WHEREAS, per Health & Safety Code Section 34243, in determining whether dwelling accommodations are unsafe or insanitary, the governing body of a city may take into consideration the following factors: (a) degree of overcrowding, (b) percentage of land coverage, (c) availability of light, air, space, and access to inhabitants of such dwelling accommodations, (d) size and arrangement of rooms, (e) sanitary facilities, and (f) the extent to which conditions exist in such buildings which endanger life or property by fire or other causes; and WHEREAS, according to the studies conducted and data gathered for the 2009 Update of the Housing Element of the General Plan of the City of Lynwood, unsanitary and unsafe inhabited dwelling accommodations exist and there is a shortage of safe and sanitary dwelling accommodations available to persons of low income at rentals they can afford within the City of Lynwood (City); and WHEREAS, as a result of the foregoing, there is a need for a housing authority to function in the City to provide safe and sanitary housing opportunities for its residents. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. All of the above recitals are true and correct and are incorporated herein by reference. Section 2. The City Council finds that insanitary and/or unsafe inhabited dwelling accommodations exist in the City. This finding is supported by the following facts, according to the City's 2009 Update of the Housing Element of the General Plan: (a) Out of a total of 15,004 households within the City, approximately 7860 households (54.6% of households) are considered overcrowded and approximately 2050 households (61.04% of households) are considered severely overcrowded. (b) An estimated 2483 housing units in the City lack either complete plumbing or kitchen facilities, representing approximately 17.2% of the City's housing stock that is substandard and that will require substantial rehabilitation. (c) An estimated 76.9% of the housing units in the City are 30 years or older, that may be in need of major housing rehabilitation. Section 3. The City Council finds that there is a shortage of safe or sanitary dwelling accommodations in the City available to persons of low income at rentals they can afford. This finding is supported by the following facts, according to the City's 2009 Update of the Housing Element of the General Plan: (a) Approximately 50% of all households in the City is considered very low income (earning less than 50% of the median income for Los Angeles County), and 51 % of all households in the City is considered low income (earning between 51 % and 80% of the median income for Los Angeles County). (b) An estimated 69.2% lower income households in the City (consisting of very low and low income households) are overpaying for housing. Of these overpaying households, approximately 29.3% are rental households, with 83.9% of all very low income rental households overpaying for housing. Housing overpayment is defined as paying greater than 30% of household income for housing. (c) Approximately 23.6% of all rental housing units in the City, compared with approximately 13.4% of all ownership housing units, have four or more bedrooms, despite the fact that the average household size of renter - occupied units is higher than that of owner - occupied units. This represents a disparity between the number of larger rental units available and the number of larger households in the City, and the need for more larger rental units in the City. (d) Approximately 60.5% of all rental households are considered overcrowded, and approximately 61.9% of all rental households are considered severely overcrowded. Section 4. The housing authority established by this Resolution shall be known as the Lynwood Housing Authority. Section 5. The Lynwood Housing Authority shall be vested with all the rights, powers, duties, privileges and immunities established by the California Housing Authorities Law. Section 6. Pursuant to California Health and Safety Code Section 34290, the City Council does hereby declare that its members shall serve as the commissioners of the Lynwood Housing Authority and shall have all the rights, powers, duties, privileges and immunities vested by the California Housing Authorities Law. Additionally, should the Lynwood Housing Authority ever have any tenants, within one (1) year of such date that the Lynwood Housing Authority has tenants, the City Council shall appoint two such tenants within the City as additional commissioners, one of whom shall be 62 years or older. Section 7. The terms of office and succession of Lynwood Housing Authority Commissioners shall be concurrent with and identical to the terms of each City Council member is seat. Section 8. Pursuant to Health & Safety Code Section 34274, each Commissioner shall be entitled to a per diem payment for attendance at not more than four (4) Lynwood Housing Authority meetings per month at a rate of Fifty Dollars ($50.00) per meeting. Additionally, Commissioners shall receive necessary traveling and subsistence expenses which may be incurred in the discharge of the duties of a Housing Authority Commissioner. Section 9. The Mayor of the City shall designate, from among the Commissioners, the first Chairperson. Successor Chairpersons, as well as a Vice Chairperson, shall be selected by the Commissioners, from among their members. The Vice Chairperson shall serve as the Chairperson in the absence or incapacity of the Chairperson. Section 10. If any provision(s) of this resolution or the application thereof to any person or circumstances is held invalid or unconstitutional by any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any other provision or application, and to this end the provisions of this resolution are declared to be severable. The City Council hereby declares that they would have adopted this resolution and each section, subsection, sentence, clause, phrase, part or portion thereof, irrespective of the fact that any one or more sections, subsections, clauses, phrases, parts or portions thereof be declared invalid or unconstitutional. Section 11. The City Clerk shall certify to the adoption of this Resolution. Section 12. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 15th day of March, 2011. Aide Castro, Mayor ATTEST: APPROVED AS TO FORM: Fred Galante, City Attorney ROL� aley, CVanager I APPROVED AS TO CONTENT: Robert Torre tant City Manager STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 15`h day of March, 2011. AYES: COUNCIL MEMBERS FLORES, RODRIGUEZ, SANTILLAN, MORTON AND CASTRO NOES: NONE ABSENT: NONE ABSTAIN. NONE i aria Ouinonez, City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) 1, the undersigned City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2011,066 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 15`h day of March, 2011. Vii,. IIIlami�'i RESOLUTION NO. 2008.145 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD IMPLEMENTING THE CITY CLERK COMPENSATION PURSUANT TO GOVERNMENT CODE SECTION 36517 WHEREAS, the City of Lynwood (the "City") is a general law city governed by an ' elected body of five (5) Councilmembers; and WHEREAS, pursuant to the applicable provisions of the Government Code for general law cities, the elective office of the City Clerk has been established in the City; and WHEREAS, Government Code section 40801 et seq. sets forth the statutory duties of the City Clerk of a general law city; and WHEREAS, Government Code section 36517 provides for the compensation of the City Clerk to be fixed by ordinance or resolution; and WHEREAS, pursuant to Government Code section 40805.5, the City Council of the City of Lynwood (the "Council ") has by ordinance established the Finance and Administration Department and transferred the financial and accounting duties imposed on the City Clerk by Government Code sections 40802 -40805 to the Director of Finance; and WHEREAS, pursuant to Government Code section 37209, the duties imposed on the City Clerk by Chapter 4, Part 2, Division 3, Title 4 of the Government Code have also been transferred to the Director of Finance; and WHEREAS, the City Council has taken all necessary action to provide the City Manager with the required assets for the proper management and administration of the City's records retention policy, including retention of the budget, financial, grant and contractual documentation, real property records such as title insurance policies and grant deeds, and the performance of said responsibilities is to be carried out separate from, but in close coordination with, the City Clerk's mandated functions; and WHEREAS, pursuant to Government Code section 40810, the Council has by ordinance transferred the City Clerk's assessor functions to the County and the Director of Finance; and WHEREAS, it is established law that a city council of a general law city may by ordinance set the working hours and specify the work location of the City Clerk; and WHEREAS, in the interest of providing for the efficient administration of the City's affairs, the City Council has elected by ordinance to establish a City Manager form of government as permitted by Government Code section 34851; and WHEREAS, in the ordinance establishing the City Manager form of government, the Council has specked the powers and duties of the City Manager as required by ' Government Code section 34852; and WHEREAS, by virtue of Ordinance No. 1576, the City Council has adopted an amended Municipal Code Section 2 -3.1 DUTIES OF THE CITY CLERK and has in Ordinance No. 1576 narrowly defined the duties of the City Clerk as: Keep accurate, indexed records of City Council proceedings in books bearing appropriate titles and devoted exclusively to such purposes, based on either attendance at meetings of the Council or submittal of Council proceedings presented to the City Clerk. 2. Retain custody of the City's seal. 3. Keep an ordinance and resolution book, and record all ordinances and resolutions in it with certifications attached. 4. Serve as the election official of the City pursuant to the provisions of Section 2 -23.3 et seq. of the Municipal Code. 5. Perform the functions of a City Clerk as described in the Political Reform Act. 6. Administer oaths of office and oaths in public proceedings as and when called upon by law, the City Council or the City Manager. T. Timely publish notices requesting formal bids for City projects, contracts and services, and receive all formal bid packages and perform the public opening and recording of such bids. 8. Perform such other duties as the City Council shall and has specified by ordinance or resolution. 9. Perform such other duties as required by California law and not otherwise delegated to third parties pursuant to same, and WHEREAS, the City Council may, to the extent not otherwise limited by law, assign any of the duties set forth in Municipal Code Section 2 -3.1 to the City Manager or his /her designee, and NOW, THEREFORE, the City Council of the City of Lynwood does hereby resolve as follows: Section 1: Any and all resolutions adopted prior to the date of this Resolution No 2008.145 and which established compensation, duties or other terms and conditions of performance of City Clerk duties, included but not limited to, Resolution No. 2007.187, are superseded by this Resolution No. 2008.145 and shall have no force or effect from and after the effective date of Resolution 2008.145. Section 2: Concurrent with the effective date this Resolution No. 2008.145, the compensation of the City Clerk shall be as follows: a. SALARY - $1,000.00 monthly. Section 3: LIMITS ON COMPENSATION AND NON - COMPENSATION BENEFITS: Absent adoption of a Resolution(s) or Ordinance(s) providing the City Clerk with other forms of compensation, the on "compensation' provided to the City Clerk shall be the above salary, and the following limited compensation. The following compensation in the amounts received from time to time by the City Council: 1. Retirement contributions 2. Insurance coverage (medical, dental, vision, life) 3. Auto Expense Reimbursement (up to $250 per month within 60 mile radius, IRS rules beyond 60 mile radius) 4. Participation at Redevelopment Agency meetings (monthly stipend of $50, payable only for meetings attended) 5. Participation at Lynwood Public Finance Authority ($100 per meeting attended, maximum of four meetings per year) 6. Eligibility to participate in the City's deferred compensation program However, notwithstanding the provisions of this section 3, compensation shall not exceed limits mandated from time to time by state law. Section 4: This resolution shall take effect on Monday, September 1, 2008. PASSED, APPROVED AND ADOPTED this 19th day of August, 2008. �4 51 " '�` ' MARIA T. SANTILLAN, MAYOR CITY OF LYNWOOD ATTEST: APROVED AS TO CONTENT: MARIA QUINON Z, / ROGER HA Y, CITY MANAGER CITY CLERK APPROVED AS) T9 FORM: RED GALANTE, CITY ATTORNEY STATE OF CALIFORNIA ) ) SS. ' COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 19`" day of August, 2008. AYES: COUNCIL MEMBERS, CASTRO, FLORES, MORTON, RODRIGUEZ, AND SANTILLAN NOES: NONE ABSENT: NONE ABSTAIN: NONE Maria Quinonez, City Clerk STATE OF CALIFORNIA ) ' ) SS. COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2008.145 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 19"' day of August, 2008 Maria Quinonez, City Clerk THE CITY OF LYNWOOD Auto Expense Reimbursement Form NAME: FROM DATE (mo and year): TO DATE (mo and year): Request for Auto Expense Reimbursement Estimated Auto Expenses: Total: Outside Area Travel (Beyond 60 miles from City Hall) Total Miles: Note: Attach City Mileage Reimbursement Form for Outside Area Travel. I hereby attest that I have incurred these expenses and therefore request reimbursement for the same. Requestor Signature Finance Department Approval: (Print Full Name and Sign) RESOLUTION NO. 2008. 146 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD IMPLEMENTING THE CITY TREASURER COMPENSATION PURSUANT TO GOVERNMENT CODE SECTION 36517 WHEREAS, the City of Lynwood (the "City ") is a general law city governed by an ' elected body of five (5) Councilmembers; and WHEREAS, pursuant to the applicable provisions of the Government Code for general law cities, the elective office of the City Treasurer has been established in the City; and WHEREAS, Government Code section 41001 at seq. sets forth the statutory duties of the City Treasurer of a general law city; and WHEREAS, Government Code section 36517 provides for the compensation of the City Treasurer to be fixed by ordinance or resolution; and NOW, THEREFORE, the City Council of the City of Lynwood does hereby resolve as follows: Section 1: Any and all resolutions adopted prior to the date of this Resolution No. 2008.146 and which established compensation of the City Treasurer, including but not limited to, Resolution No. 2007.188, are superseded by this Resolution No. 2008.146 and shall have no force or effect from the effective date of Resolution 2008.146. ' Section 2: Concurrent with the effective date this Resolution No. 2006.146, the compensation of the City Treasurer shall be as follows: a. SALARY - $1,000.00 monthly. Section 3: LIMITS ON COMPENSATION AND NON - COMPENSATION BENEFITS: Absent adoption of a Resolution(s) or Ordinance(s) providing the City Treasurer with other forms of compensation, the only "compensation" provided to the City Treasurer shall be the above salary, and the following limited compensation. The following compensation in the amounts received from time to time by the City Council: 1. Retirement contributions 2. Insurance coverage (medical, dental, vision, life) 3. Auto Expense Reimbursement (up to $250 per month within 60 mile radius, IRS rules beyond 60 mile radius) 4. Participation at Redevelopment Agency meetings (monthly stipend of $50, payable only for meetings attended) ' 5. Participation at Lynwood Public Finance Authority ($100 per meeting attended, maximum of four meetings per year) 6. Eligibility to participate in the City's deferred compensation program However, notwithstanding the provisions of this section 3, compensation shall not exceed limits mandated from time to time by state law. Section 4: This resolution shall take effect on Monday, September 1, 2008. PASSED, APPROVED AND ADOPTED this 19"' day of August, 2008. ATTEST: i lei _ Q MARIA QUINONEZ, CITY CLERK APPROVED AS TO FORM: ^I RED 3ALANTE, CITY ATTORNEY STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) SS. 1 MARIA T. SANTILLAN, MAYOR CITY OF LYNWOOD APROVED AS TO CONTENT: v!I✓ ROGER T I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the lie day of August, 2008. AYES: COUNCIL MEMBERS, CASTRO, FLORES, MORTON, RODRIGUEZ, AND SANTILLAN NOES: NONE ABSENT: NONE ABSTAIN: NONE f � � Maria Quinonez, City Cler STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2008.146 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 18'" day of August, 2008 Maria Quinonez, City Clerk THE CITY OF LYNWOOD Auto Expense Reimbursement Form NAME: ' FROM DATE (mo and year): TO DATE (mo and year): Request for Auto Expense Reimbursement Estimated Auto Expenses: Total: Outside Area Travel (Beyond 60 miles from City Hall) Total Miles: Note: Attach City Mileage Reimbursement Form for Outside Area Travel. I hereby attest that I have incurred these expenses and therefore request reimbursement for the same. Requestor Signature Finance Department Approval: (Print Full Name and Sign) 1 Government Code 36516 36516. (a) (1) A city council may enact an ordinance providing that each member of the city council shall receive a salary based on the population of the city as set forth in paragraph (2). (2) The salaries approved by ordinance under paragraph (1) shall be as follows: (A) In cities up to and including 35,000 in population, up to and including three hundred dollars ($300) per month. (B) In cities over 35,000 up to and including 50,000 in population, up to and including four hundred dollars ($400) per month. (C) In cities over 50,000 up to and including 75,000 in population, up to and including five hundred dollars ($500) per month. (D) In cities over 75,000 up to and including 150,000 in population, up to and including six hundred dollars ($600) per month. (E) In cities over 150,000 up to and including 250,000 in population, up to and including eight hundred dollars ($800) per month. (F) In cities over 250,000 population, up to and including one thousand dollars ($1,000) per month. (3) For the purposes of this subdivision, the population of a city shall be determined by the last preceding federal census, or a subsequent census, or estimate validated by the Department of Finance. (4) The salary of council members may be increased beyond the amount provided in this subdivision by an ordinance or by an amendment to an ordinance, but the amount of the increase shall not exceed an amount equal to 5 percent for each calendar year from the operative date of the last adjustment of the salary in effect when the ordinance or amendment is enacted. No ordinance shall be enacted or amended to provide automatic future increases in salary. (b) Notwithstanding subdivision (a), at any municipal election, the question of whether city council members shall receive a salary for services, and the amount of that salary, may be submitted to the electors. If a majority of the electors voting at the election favor it, all of the council members shall receive the salary specified in the election call. The salary of council members may be increased beyond the amount provided in this section or decreased below the amount in the same manner. (c) Unless specifically authorized by another statute, a city council may not enact an ordinance providing for compensation to city council members in excess of that authorized by the procedures described in subdivisions (a) and (b). For the purposes of this section, compensation includes payment for service by a city council member on a commission, committee, board, authority, or similar body on which the city council member serves. If the other statute that authorizes the compensation does not specify the amount of compensation, the maximum amount shall be one hundred fifty dollars ($150) per month for each commission, committee, board, authority, or similar body. (d) Any amounts paid by a city for retirement, health and welfare, and federal social security benefits shall not be included for purposes of determining salary under this section, provided that the same benefits are available and paid by the city for its employees. (e) Any amounts paid by a city to reimburse a council member for actual and necessary expenses pursuant to Section 36514.5 shall not be included for purposes of determining salary pursuant to this section. (1) A city council member may waive any or all of the compensation permitted by this section. 36516.1. A mayor elected pursuant to Sections 34900 to 34904, inclusive, may be provided with compensation in addition to that which he or she receives as a council member. That additional compensation may be provided by an ordinance adopted by the city council or by a majority vote of the electors voting on the proposition at a municipal election. 36516.5. A change in compensation does not apply to a councilman during his term of office; however, the prohibition herein expressed shall not prevent the adjustment of the compensation of all members of a council serving staggered terms whenever one or more members of such council becomes eligible for a salary increase by virtue of his beginning a new term of office. Government Code Section 36517 36517. The city clerk and the city treasurer shall receive, at stated times, a compensation fixed by ordinance or resolution. O* LZN U4 n 0 �10 AGENDA STAFF REPORT DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Manag PREPARED BY: Perry Brents, Director, Recreation & Community Services P✓ Mark Flores, Deputy Director SUBJECT: St. Emydius Church — Request for Use of Lynwood City Park Recommendation: Staff recommends that the City Council review a request by St. Emydius Church for the use of Lynwood City Park and approve one of the following two options: 1. Approve use with the following provisions: • St. Emydius Church pays the City's $400 - City Park Large Group Event Fee (100+ persons) as provided for in the City's Master Fee Schedule • St. Emydius Church rents a 3 -yard trash bin container from Consolidated Waste at a cost of $178 • St. Emydius Church provides a refundable, $100 security deposit, as provided for in the City's Master Fee Schedule, to cover any loss by the City caused by the event • St. Emydius Church provides 3 portable toilets (at least one handicap accessible) at its own expense • St. Emydius Church provides 2 security guards at its own expense 2. Another option as directed by City Council Background: St. Emydius Church (SEC) has requested use of Lynwood City Park to host its annual program in recognition of children completing Catechism. This event is scheduled to take place on Saturday, May 5, 2012 from 8:00 a.m. to 1:00 p.m. Expected attendance is approximately, 2,000 people. 1F lA& 22000, Discussion & Analysis: The event is a church - oriented picnic and organizers are expecting approximately 2,000 people to attend this year. As with last year's request, the event organizers are requesting fees be waived and for the City to provide trash containers and bags at City expense. The City allowed St. Emydius to use Lynwood City Park at no cost in 2009 and 2010. However, for the 2011 event, the City instituted several conditions for this event: • SEC provides 3 portable toilets • SEC provides 2 security guards • SEC provides a minimum of 10 disposable trash cans with liners • SEC reserve own picnic spaces • SEC properly disposes of event trash • SEC leaves picnic areas reasonably clean after event November 15, 2011, the City Council adopted a Large Group Event Fee (100 +). Groups of 100 or more are required to pay a base fee of $400. Hosting an event with 2,000 attendees creates a significant amount of trash, parking challenges and disruptions to existing programs (Youth Baseball and Soccer are scheduled to be in the park during the requested event times). The impact on City resources and programming must be a consideration. In an effort to meet City policy, minimize the event's impact on City programs, staff and maintenance resources, the Recreation & Community Services Department recommends that the event be required to meet the same requirements as provided in 2011 in addition to the following conditions: • Pay $400 - City Park Large Group Event Fee (100+ persons) — this fee was adopted by City Council on November 15, 2011. The fee is intended to cover costs associated with City Park use by organized groups of 100 persons or more. The fee helps recover City costs of supplies (trash cans, liners, etc.) and Recreation staff support to monitor the activity. • Pay $178 to rent a 3 -yard trash bin Container Rental from Consolidated Waste - Lynwood City Park does not have an on -site 3 -yard trash bin to hold the waste created by an event of this size. A dedicated trash 3 -yard container for this event will minimize the clean -up efforts needed at the conclusion of the event. Event organizers can make arrangements for the container directly with the City's authorized waste company. Provide a refundable $100 security deposit. • $175 — Park Maintenance Laborer - event support required for Park Laborer to pick -up trash and clean /maintain public restrooms during the event. ° • $240 —Additional security guards. Resolution 2009.120 the City's donation /fee waiver policy was adopted for the purpose of providing a procedure for City support of non - profit entities who participate in and promote events that are beneficial to the community or otherwise provide a valid and substantial public purpose within the mission of the City and demonstrates a need for assistance. In accordance with the City of Lynwood's Donation /Fee Waiver Policy, section iiic. Religious Organizations. The City will not approve any requested donation or fee waiver that otherwise meets the above criteria if the donation will cause the City to violate the Establishment Clause of the United States Constitution. Generally, a donation or fee waiver to a religious organization violates the Establishment Clause, unless it primarily serves a secular purpose, neither advances or inhibits any religion and avoids excessive entanglement by the City in any religion or religious purpose. Fiscal Impact: The estimated financial impact on the City in the event that all recommended requirements are waived is as follows: • $400 — City Park Large Group Event Fee — Master Fee Schedule City cost recovery for expenses incurred to support large, private events (trash cans, liners, post -event clean -up, general event monitoring by Department staff, etc.) Loss of revenue should City Council waive fee. • $175 — Park Maintenance Laborer - event support required for Park Laborer to pick -up trash and clean /maintain public restrooms during the event. • $240 — Additional security guards. Total potential financial impact to the City should all fees be waived: $815.00 Coordinated With: City Manager City Attorney 0#4eee 4 Re64 54zalYm OFICINA DE EDUCACION RELIGIOSA St. Eme�4" e 10900 CALIFORNIA AVENUE, LYNWOOD, CALIFORNIA 90262 - TELEPHONE: (310) 639 -1249 ext. 29 March 12, 2012 City of Lynwood Recreational Park To whom it may concern: On behalf of this letter I express my gratitude for your facilities that have granted this parish the permission of letting us use the park the previous years. This year we are ending our Catechism Program of Religious Education. I would like to request your authorization in order to be able to use the picnic areas of the park behind St. Francis Hospital. We are expecting approximately 2,000 people to attend this religious event. The event will be on Saturday May 5, 2012. It will be hosted from 8:00 am to 1:00 am. We will begin with Holy Mass at 9:30 am, followed by the children's activities. 1 would also like to inform you that we will be taking one of our church choirs for the Holy Mass. If there is any possibility that you may be able to provide the trash bags in advance I would really appreciated it. Thanks again for your generous support, and may the peace and grace of God be with you, trusting in which the Lord Jesus Christ continues to bless you and your family. Sincerely, Your brother in Christ, T Pastor EXHIBIT A CITY OF LYNWOOD DONATION /FEE WAIVER POLICY The City Council of the City of Lynwood would like to promote community, charitable and similar activities in Lynwood that yield an appropriate public purpose, consistent with the provisions of the California Constitution, Art. XVI, sec. 6. While the City encourages organizers of community, charitable and similar activities in Lynwood to obtain their funding and other support independent of City support, this Policy provides a procedure for City support of non- profit entities who participate in and promote events that are beneficial to the community or otherwise provide a valid and substantial public purpose within the mission of the City and demonstrate a need for assistance. All donations or fee waivers must be considered and approved by the City Council, pursuant to the terms of this Policy. 1. Application Process. The requested donation or fee waiver must meet the criteria set forth at Section 3 below. All applications must explain, in sufficient detail for the City to understand, all of the following information: a. If the applicant is an entity, it must disclose the nature of the organization and confirm its non - profit status. The applicant must also demonstrate the designated goals and objectives of the organization. b. If the applicant is an individual, he /she must provide proof of current residency in Lynwood. C. The application must demonstrate how the requested donation or fee waiver benefits Lynwood and meets the criteria set forth in Section 3 below. d. The application must demonstrate how the funds, item of value or fee savings will be used. 2. Funds Set Aside for Discretionary Donations/Fec Waivers. On an annual basis through the budget process, the Council will set aside a donations fund, including City's payment for costs not covered by an applicant where a City fee is waived. 3. Criteria for Approval of Donations /Fee Waivers. The City Council may approve a donation of funds, items of value or payment of costs resulting from fee waivers for applicants when such donation or fee waiver would serve a public purpose. The following criteria must be established to qualify for a donation or fee waiver: a. Applicants. Applicants for donations must be either: i. Recognized by the Internal Revenue Service as a not- for -profit organization, charitable organization or athletic, academic or social non - profit student organization established by any elementary, middle or high school serving Lynwood residents. Any organization meeting the criteria of this subsection 3.a.i must also have a minimum of fifty one percent (51 %) Lynwood residents or businesses that either actively participate in the organization or benefit from the requested donation. ii. Current residents of Lynwood. b. Donations Criteria. Donations may be granted where the applicant may establish, through documentary proof, that the criteria of all subsections b.i through b.iii below can be met. i. Benefit the community. This includes, but is not limited to, circumstances where the applicant: 1. Supports civic or provide community programs for Lynwood residents or businesses; 2. Provides financial assistance to Lynwood residents or businesses; 3. Involves participation by a significant number of Lynwood residents; 4. Provides a venue, which will serve as a significant attraction of visitors to the community and revenue to the City will exceed the requested donation; or 5. Improves the condition of property or availability of affordable housing within Lynwood. ii. Provide a public service or otherwise promote the public health, satet and welfare. This includes, but is not limited to, circumstances where the individual or entity provides needed donations or other assistance to Lynwood residents and businesses in areas such as: 1. health care; 2. counseling and guidance services; 3. abatement of dangerous or unhealthful living or working conditions, including but not limited to those constituting violations of the Lynwood Municipal Code; 4. affordable housing; 5. transportation needs of residents or employees; G. educational benefits; 7. cultural awareness and education; or 8. nutritional needs of residents. iii. Demonstrate a need for assistance. This requires the individual or entity to demonstrate to the City, based on such proof as may be required by the City's Finance Director or designee, that there is a need for financial assistance and the individual or entity does not have adequate financial resources to meet that need without the City's assistance. C. Reli$IOnS Organizations. The City will not approve any requested donation or fee waiver that otherwise meets the above criteria if the donation will cause the City to violate the Establishment Clause of the United States Constitution. Generally, a donation or fee waiver to a religious organization violates the Establishment Clause, unless it primarily serves a secular purpose, neither advances, or inhibits any religion and avoids excessive entanglement by the City in any religion or religious purpose. 4. Recipient's Obligations to Report Use of Funds. Sixty (60) days after receipt of the donation or fee waiver, the recipient shall provide a written explanation to the City, in a form approved by the City, of how the donated funds or item(s) of value has been used and benefited the City, its residents or businesses in the manner set forth at Section 3 above. 5. City Council Consideration of Donation/Fee Waiver. The City Manager or designee shall review all applications for donations or fee waivers and forward those that meet the provisions of this Policy to the City Council for consideration. If the City Council finds that all the requirements under this Policy have been met, it may, in its sole discretion, approve the requested donation or fee waiver. Alternatively, the City Council may deny or reduce such requested donation or fee waiver in an amount it deems appropriate based upon its assessment of the level by which the proposed activity meets the criteria outlined in this Policy. The decision of the City Council on any donation or fee waiver shall be final. satinyy. AGENDA STAFF St J:4effi' DATE: April 3, 2012 TO: Honorable Mayor and Members of the City Council APPROVED BY: Roger L. Haley, City Mana PREPARED BY: Perry Brents, Director of Recreation & Community Services Mark Flores, Deputy Director SUBJECT: Consideration of the Lynwood Families and City Park Patron Bill of Rights and Responsibilities Recommendation: Staff recommends that the City Council review and consider the adoption of the Lynwood Families and City Park Patron Bill of Rights and Responsibilities and accompanying actions. Background: At the meeting of the City Council held on March 20, 2012, Mayor Jim Morton directed staff to draft a Lynwood Families and City Park Patron Bill of Rights and Responsibilities reflecting a framework of community member rights and responsibilities to be applied when residents visit or use Lynwood City Parks. Discussion & Analysis: The Recreation & Community Services Department currently enforces and operates under Ordinance #464 ( "Regulations for the Use of Public Parks of the City of Lynwood... ") Ordinance #1494 ( "Rules and Regulations for Public Skate Park Facilities ") and Resolution #2005.163 (Youth and Family Policy) to help maintain fair, clean, orderly and safe use of Lynwood's public parks. At the request of Mayor Jim Morton, the Recreation & Community Services Department is seeking to implement a Lynwood Families and City Park Patron Bill of Rights and Responsibilities that provides resident users of city park facilities with a set of written rights and responsibilities to guide them in making the use of Lynwood city parks safe and enjoyable for the majority of residents. The Department is respectfully requesting the approval and adoption of the recommended Lynwood Families and City Park P Bill of Rights and Responsibilities. AGE ITEM 25 Fiscal Impact: The action recommended in this report has a potential and unknown fiscal impact on the City. Implementation of this policy may lead to a financial impact in the future when there is an expressed request by the public that the City provide certain amenities, and a higher level of staffing to provide services, programs and equipment at a level commensurate with the rights expressed in the policy. Coordinated With: City Manager Finance Department City Attorney LYNWOOD FAMILIES AND CITY PARK PATRON BILL OF RIGHTS & RESPONSIBILITIES USE OF CITY PARKS All Lynwood residents, visitors and families have the right to have a safe environment when using City parks. The City pursues a Zero Tolerance guiding principle against the following violations: • Gang Activity • Bullying, Violent or Disrespectful Behavior • Use of Weapons of any Kind • Graffiti or any destruction or defacing of park property • Drug or Alcohol Possession, Sale or Use • Smoking • Use of Fireworks • Gambling • Theft of Public or Private Property • Lewd or Hazardous Behavior Lynwood parks are monitored by security cameras for the safety of all. If you have an emergency DIAL 911. For non - emergencies, call the Sheriff Station, 323 - 568 -4800 01095/0001/113685.1 RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ESTABLISHING A LYNWOOD FAMILIES AND CITY PARK PATRON BILL OF RIGHTS AND RESPONSIBILITIES WHEREAS, the Lynwood City Council provides policy direction for prudent and efficient management of the City's parks and facilities; and WHEREAS, the Lynwood Families and City Park Patron Bill of Rights and Responsibilities is consistent with the City's park, recreation, and leisure objectives; and WHEREAS, the City desires to develop and provide recreational opportunities and programs to meet a variety of community needs within a reasonable range of cost recovery. WHEREAS, the City seeks to offer and encourage safe, fair and enjoyable use of city park facilities by its residents. NOW, THEREFORE, THE CITY OF LYNWOOD DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS: Section 1. The Lynwood City Council enacts the attached Lynwood Families and City Park Patron Bill of Rights & Responsibilities. Section 2. This Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED THIS 3`d day of April 2012. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM Jim Morton, Mayor Roger L. Haley, City Manager APPROVED AS TO CONTENT: Fred Galante, City Attorney Perry Brents, Director Recreation and Community Services STATE OF CALIFORNIA } } COUNTY OF LOS ANGELES } I, the undersigned City Clerk of the City of Lynwood, do hereby certify that the above and foregoing Resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting held at City Hall on the 3rd day of April 2012, and passed by the following votes: AYES: NOES: ABSENT: ABSTAIN: Maria Quinonez, City Clerk STATE OF CALIFORNIA } } COUNTY OF LOS ANGELES } I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and foregoing is a full, true and correct copy of Resolution No. on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 3rd day of April, 2012 Maria Quinonez, City Clerk o AGENDA STAFF REPORT DATE. April 3, 2012 TO- Honorable Mayor and Members of the City Council APPROVED BY Roger L. Haley, City Manager PREPARED BY Perry Brents, Director — Recreation & Community Service j6 SUBJECT Special Permit to Film - City Hall Lawn /Parking Lot Recommendation: Staff recommends that the City Council consider a request to film on the front parking lot of City Hall and provide any further direction. Background: An Application For Special Permit has been submitted requesting the use of the parking lot in front of City Hall on Monday, April 9, 2012 from 8:00 a.m. to 12:30 p.m. to film a portion of a movie entitled 'Ring Bling." Discussion & Analysis: "Film Permits Unlimited" has submitted an Application For Special Permit to use the front parking lot at City Hall, Monday, April, 9, 2010 from 8:00 a.m. — 12:30 p.m. This request was submitted too late to meet required 7 -10 day prior notice. The filming will impact parking at City Hall, however, the applicant has offered to provide a valet parking service for all visitors conducting regular business at City Hall between the hours of 8-00a.m. and12:30 p.m. Fiscal Impact: Filing fee Per Day film fee Total Permit Fee Coordinated With $10000 $20000 $30000 City Manager's Office City Attorney Recreation Department Attachment(s). Application For Special Permit City of Lynwood 0')� BUSINESS LICENSE DIVISION 11330 Bullis Road - Lynwood, CA 90262 - (310) APPLICATION FOR SPECIAL P $412 d 1 )evelopment Services public Works HOOD I E3 'NT ecreations is ❑ ublic Relations NAME: BLING RING PRODUCTIONS CA DRIVER LICENSE: MATT BARKER REP OCCUPATION: FEATURE.FILM ADDRESS. 4526 WILSHIRE BLVD CITY LA STATE. CA ZIP CODE. 90010 PHONE. 818 347 9.929 FAX. 818 577 4800 EMAIL MATT @FILMPERMITS COM NUMBER OF PERSONS EMPLOYED: 110 STATE BOARD OF EQUALIZATION NUMBER: TYPE OF PERMIT REQUESTED: FILM PERMIT DATE(S) OF THE EVENT .La- 111.... 4 AiJo.An LOC #2) 4/9/12 8AM =1 HOURS OF OPERATION: ADDRESS OF PROPOSED EVENT LOCATION: L =Oe #1')'9'1703 S1 ALAMEDAS .T;;LYNVVOOD-COURTHOUSE' "fir p SPECIFIC AREA DESIGNATED FOR EVENT , LOC #2) 11330 BULLIS RD, CITY. HALL PARK LOT IS STREET CLOSURE BEING REQUESTED? YES (IF YES, BRIEFLY EXPLAIN REASON FOR EVENT AND CLOSURE:) LOC #.1' LOC #2) EXTERIOR DIALOGUE. CREW PAF IF INDOORS, APPROXIMATE TOTAL GROUND FLOOR AREA OF STRUCTURE: HAVE YOU MADE AN APPLICATION FOR THIS TYPE OF PERMIT BEFORE? (CIRCLE ONE) INT & EXT DIALOGUE. 60 EXTRAS. L FILMING AND PARKING ON LOCATIC ES NO (CIRCLE ONE) IF YES, WHERE AND WHEN: OVER 10,000 FILMPERM ITS IN�OVER 100 JURISDICTIONS ` THIS EVENT IS FOR PROFI NONPROFIT (ORCLEONE) EXPECTED ,ATTENDANCE o IF THIS IS A NONPROFIT EVENT OR A CERTAIN PORTION OF THE PROCEEDS BENEFIT A NONPROFIT AGENCY OR ORGANIZATION, PLEASE PROVIDE THE- FOLLOWING: ° NAME OF ORGANIZATION BEING BENEFITED: - STATE NONPROFIT NUMBER: - IRS EXEMPTION NUMBER: ADDRESS OF ORGANIZATION: CITY' PHONE: I EXT FAX: IS A WAIVER OF FEES BEING REQUESTED? YES NO IF YES, EXPLAIN: ZIP CODE. EMAIL. (CIRCLE ONE) '0000'00000� 42A /�JIL GNA URE APPLICANT bATE I HEREBY CERTIFY THAT ALL STATEMENTS MADE IN THIS APPLICATION ARE TRUE AND COMPLETE AND THAT ANY MISSTATEMENTS OF MATERIAL FACTS WILL CAUSE A FORFEITURE OF FEES AND DENIAL OF PERMIT Patricia Tarin From: Christopher Miller [locatethis @mac.coml Sent: Wednesday, March 28, 2012 1:25 PM To: Patricia Tarin Subject: The Bling Ring Hello Patricia, A few weeks back I sent a scout named Julianne to the scout the parking lots at city hall for a scene to film for Sofia Coppola's film currently titled, "The Bling Ring" I wanted to (finally) follow up and start proceedings to film the parking lots off of Harriet Tubman Wy and Ernestine Ave. The shoot date we are interested in is Monday April 9 and we'd like to start around 8am or 9am and go til about noon. Let me know what you need from me in order to make that happen. Thanks again for all of your help in this matter Sincerely, Chris Chris Miller Location Manager "The Bling Ring" 818 458 5649 818 474 7886 eFax locatethis(ame.conn AI °r CERTIFICATE OF LIABILITY INSURANCE 3/9/20121 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Taylor S Taylor Ltd 15060 Ventura Boulevard Suite 210 (License #0731414) Sherman Oaks CA 91403 -2436 CONTACT Mylinh Ngo PHONE (BIB) 981 -9700 FAX No (819)981 -9703 Sid Ep AIL mngo @taylorinsurance com INSURERS AFFORDING COVERAGE NAICK INSURER Vi slant Insurance Company LIMITS INSURED Bling Ring, LLC 1633 Cosmo Street Hollywood CA 90028 wsuRERe:Federal Insurance Com an INSURERC Chubb National Insurance INSURER D. INSURER E. S 1,000,000 INSURER X COMMERCIAL GENERAL LIABILITY COVERAGES CERTIFICATE NUMBER:12 -13 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE A OL SUBR POLICYNUMBER POLICY EFF MMIDOIYYYY POLICY EXP MMIDOIYYYY LIMITS GENERALLIABILITY EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Eaoccunence 5 Include A CLAIMS -MADE OCCUR 993 -64 -41 /19/2012 /19/2013 MED EXP(My one person) $ 10,000 PERSONAL B ACV INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ Include X POLICY PRO LOG JECT $ AUTOMOBILE LIABILITY OMBINEDt SINGLE LIMIT $ 1 DOO OOO BODILY INJURY (Per person) S B ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 993 -64-45 /19/2012 /19/2013 BODILY INJURY(Peracatlent) S 'Y HIRED AUTOS X NON-OWNED AUTOS AUTOS DAMAGE PR PPBRe S NonOwnetllHlred Auto LiabilityS X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE 993 -64 -42 /19/2012 /19/2013 AGGREGATE S 5,000,000 DED IXIR ETENTIONS 10,00 $ B WORKERS COMPENSATION WC STATU- OTH- X MIT AND EMPLOYERS' UABtUTY YIN EL EACH ACCIDENT S 1,000,000 ANY PRCPRIETORIPARTNERIEXECUTIVE 993 -64 -40 /19/2012 /19/2013 OFFICERIMEMBER EXCLUDED] ❑ NIA EL DISEASE - EA EMPLOYEE S 1 000 000 (Mandatory in NH) If yes, re9mbe under EL DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C Film Package Policy 993 -64 -43 /19/2012 /19/2013 See Attache DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) City of Lynwood, its officer, agents and employees is included as Additional Insured on the General Liability policy with respect to claims arising out of the negligence of the Named Insured. Re "The Sling Ring" CERTIFICATE HOLDER r.ANr.FI I ATION ACORD 25 (2010105) INS025 (201005) 01 ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lynwood ACCORDANCE WITH THE POLICY PROVISIONS. 11330 Bullis Rd AUTHORIZED REPRESENTATIVE Lynwood, CA 90262 \^ q Mylinh Ngo /MYLINH r v 4', O� YLAo-- ACORD 25 (2010105) INS025 (201005) 01 ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS INSURED Bling Ring, LLC FILM PACKAGE POLICY COMPANY Chubb National Insurance Company POLICY # 7993 -64 -43 PERIOD 1/19/12 - 1/19/13 COVERAGE LIMIT Props /Sets /Wardrobe $1,000,000 Third Party Property Damage $1,000,000 Miscellaneous Rented Equipment $1,000,000 Coverage Special Form Valuation Replacement Cost Territory Worldwide (including transit) Hired Auto Physical Damage Limit Included in Miscellaneous Equipment Deductible $2,500 Valuation Actual Cash Value DEDUCTIBLE $2,500 $3,500 $2,500 I OFREMARK COPYRIGHT 2000, AMS SERVICES INC I FIRE DEPARTMENT `:;.. k.i ...,: .... -: _.:.._.` ;•,._, APPROVED • [ ] APROVED WITH NO CONDITIONS , SIGNATURE DATE [�4 APPROVED WITH CONDITIONS. [ ] APROVED WITH NO CONDITIONS2?� ' SIGNATURE DATE [ ]APPROVED WITH [ ] APROVED WITH NO CONDITIONS '[ ] APPROVED WITH CONDITIONS. WITH NO CONDITIONS [ ] APPROVED WITH CONDITIONS. - , I • /L DATE [ ] APROVED WITH NO CONDITIONS SIGNATURE .DATE. APPROVED BY COUNCIL. APPLICANT NOTIFIED: