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Home My Public Portal AboutA 2018-01-02 CC4845-1913-8648.1 RESOLUTION NO. ___________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE FINANCING OF CERTAIN STREETS AND ROADS IMPROVEMENTS AND AUTHORIZING OFFICIAL ACTIONS IN CONNECTION THEREWITH WHEREAS, the Lynwood Public Financing Authority (the “Authority”) is a joint powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act to borrow money to provide financing and refinancing for public capital improvements of the City of Lynwood (the “City”); and WHEREAS, the City desires to finance certain streets and roads improvements (the “Improvements”) eligible for Measure R Local Return use; and WHEREAS, to provide financing for the acquisition and construction of the Improvements (including the payment of capitalized interest, to the extent necessary), the City has asked the Authority to issue bond anticipation notes (the “Notes”) under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Law”); and WHEREAS, as required by Section 6586.5 of the Law, the City has caused publication of a notice of a public hearing on the financing of the Improvements once at least five days prior to the hearing in a newspaper of general circulation in the City; and WHEREAS, this Council held a public hearing at which all interested persons were provided the opportunity to speak on the subject of financing the Improvements; and WHEREAS, ZB, N.A. (the “Bank”) has issued a commitment letter (the “Commitment Letter”) offering to purchase the Notes. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Lynwood as follows: Section 1. Findings and Determinations. Pursuant to the Law, and based on the information provided to the City Council by City staff and consultants, all as set forth in the proceedings and documents providing for the issuance and delivery of the Notes, the City Council hereby finds and determines that the issuance of the Notes to finance the Improvements and the transactions related thereto will result in significant public benefits within the contemplation of Section 6586 of the Law, namely, demonstrable savings in note preparation, note underwriting and note issuance costs, and employment benefits from undertaking the project in a timely fashion. 4845-1913-8648.1 2 Section 2. Approval of Indenture. The City Council hereby approves the Indenture of Trust in substantially the form on file with the City Clerk, together with such additions thereto and changes therein deemed advisable by the Mayor, Mayor Pro Tem, City Manager or Finance Director, or their respective designated representatives (each, an “Authorized Officer”), upon consultation with the City Attorney and Nixon Peabody LLP (“Special Counsel”), whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. Section 3. Approval of Private Placement. The City hereby approves the sale of the Notes by the Authority to the Bank, by a private placement pursuant to and in accordance with the Commitment Letter. Section 4. Official Actions. The Authorized Officers, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein in connection with the issuance of the Notes. Section 5. Effective Date. This Resolution shall take effect immediately upon adoption and the City Clerk shall certify to its adoption. PASSED, APPROVED, and ADOPTED at a Regular meeting of the City Council of the City of Lynwood, California this 2nd day of January, 2018. AYES: Council Members - NOES: Council Members - ABSENT: Council Members - ABSTAIN: Council Members - ___________________________________ Mayor Attest: ________________________________ City Clerk 4839-1476-5656.2 RESOLUTION NO. __________ A RESOLUTION OF THE LYNWOOD PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS 2018 BOND ANTICIPATION NOTES, APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, AND AUTHORIZING OFFICIAL ACTIONS IN CONNECTION THEREWITH WHEREAS, the Lynwood Public Financing Authority (the “Authority”) is a joint powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act to, among other things, borrow money for the purpose of financing and refinancing public capital improvements of the City of Lynwood (the “City”); and WHEREAS, the City desires to finance certain streets and roads improvements (the “Improvements”) eligible for Measure R Local Return use; and WHEREAS, to provide financing for the acquisition and construction of the Improvements (including the payment of capitalized interest, to the extent necessary), the City has asked the Authority to issue bond anticipation notes (the “Notes”) under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Law”); and WHEREAS, the Authority desires to assist the City by issuing the Notes designated as Lynwood Public Financing Authority 2018 Bond Anticipation Notes; and WHEREAS, ZB, N.A. (the “Bank”) has issued a commitment letter (the “Commitment Letter”) offering to purchase the Notes; and WHEREAS, the Authority has duly considered such transactions, and wishes at this time to approve all documentation and actions relative to said transactions in the public interests of the Authority. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE COMMISSION OF THE LYNWOOD PUBLIC FINANCING AUTHORITY, AS FOLLOWS: Section 1. Issuance of Notes; Approval of Indenture. The Authority Commission hereby authorizes the issuance of the Notes in the maximum principal amount of not to exceed $2,750,000. Furthermore, the interest rate on the Notes shall not exceed 2.09% and the costs of issuance shall not exceed $115,000. The Authority hereby approves the Indenture of Trust in substantially the form on file with the Secretary, together with such additions thereto and changes therein deemed advisable by the President, Vice-President, Treasurer, Chief Administrative Officer or Finance Director, or their respective designated representatives (each, an “Authorized Officer”), upon consultation with Authority Counsel and Nixon Peabody LLP, 4839-1476-5656.2 2 whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. Section 2. Approval of Private Placement. The City hereby approves the sale of the Notes by the Authority to the Bank, by a private placement pursuant to and in accordance with the Commitment Letter. Section 3. Approval of Financing Team. Nixon Peabody LLP is hereby appointed as special counsel, Wolf & Company Inc. is hereby appointed as municipal advisor and Stifel, Nicolaus & Company Incorporated is hereby appointed as private placement agent all in connection with the issuance of the Notes. Section 4. Official Action. The Authorized Officers, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein in connection with the issuance of the Notes. Section 5. Effective Date. This Resolution shall take effect immediately upon adoption and the Secretary shall certify to its adoption. PASSED, APPROVED, and ADOPTED at a regular meeting of the Commission of the Lynwood Public Financing Authority this 2nd day of January, 2018. AYES: Commission Members - NOES: Commission Members - ABSENT: Commission Members - ABSTAIN: Commission Members - ___________________________________ President Attest: ________________________________ Secretary 4815-4408-0980.2 INDENTURE OF TRUST by and between the LYNWOOD PUBLIC FINANCING AUTHORITY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of December 1, 2017 Relating to the $_______ Lynwood Public Financing Authority 2018 Bond Anticipation Notes 4815-4408-0980.2 -i- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY .................. 3 Section 1.01. Definitions ................................................................................................ 3 Section 1.02. Rules of Construction ............................................................................. 14 Section 1.03. Equal Security ........................................................................................ 14 ARTICLE II THE NOTES ........................................................................................................... 15 Section 2.01. Authorization of the Notes ..................................................................... 15 Section 2.02. Terms of the Notes ................................................................................. 15 Section 2.03. Form of Notes ......................................................................................... 15 Section 2.04. Execution of Notes ................................................................................. 16 Section 2.05. Transfer of Notes .................................................................................... 16 Section 2.06. Exchange of Notes .................................................................................. 16 Section 2.07. Temporary Notes .................................................................................... 17 Section 2.08. Note Registration Books ......................................................................... 17 Section 2.09. Notes Mutilated, Lost, Destroyed or Stolen ........................................... 17 ARTICLE III ISSUE OF BONDS; APPLICATION OF PROCEEDS; COSTS OF ISSUANCE FUND ................................................................................................................. 18 Section 3.01. Issuance of Notes .................................................................................... 18 Section 3.02. Application of Proceeds of Notes and Other Moneys ............................ 18 Section 3.03. Establishment and Application of Costs of Issuance Fund .................... 18 Section 3.04. Establishment and Maintenance of Project Fund. .................................. 18 Section 3.05. Validity of Notes .................................................................................... 19 ARTICLE IV REDEMPTION OF NOTES .................................................................................. 20 Section 4.01. Terms of Redemption ............................................................................. 20 Section 4.02. Notice of Redemption ............................................................................. 20 Section 4.03. Effect of Redemption ............................................................................. 21 ARTICLE V PLEDGED REVENUES ......................................................................................... 22 Section 5.01. Pledge of Pledged Revenues .................................................................. 22 Section 5.02. Application of Note Payment Fund ........................................................ 23 Section 5.03. Investment of Moneys in Funds and Accounts ...................................... 23 ARTICLE VI COVENANTS OF THE AUTHORITY; SPECIAL TAX COVENANTS ........... 25 Section 6.01. Punctual Payment ................................................................................... 25 Section 6.02. Extension of Payment of Notes .............................................................. 25 Section 6.03. Discharge of Claims ............................................................................... 25 Section 6.04. Refunding ............................................................................................... 25 Section 6.05. Against Encumbrance ............................................................................. 25 Section 6.06. Limitations on Future Obligations Secured by Pledged Revenues ........ 25 Section 6.07. Further Assurances ................................................................................. 26 Section 6.08. Waiver of Laws ...................................................................................... 26 4815-4408-0980.2 -ii- Section 6.09. Private Activity Bond Limitation ........................................................... 26 Section 6.10. Private Loan Financing Limitation ......................................................... 26 Section 6.11. Federal Guarantee Prohibition ................................................................ 26 Section 6.12. Rebate Requirement ............................................................................... 26 Section 6.13. No Arbitrage ........................................................................................... 26 Section 6.14. Maintenance of Tax-Exemption ............................................................. 26 ARTICLE VII RESERVED ......................................................................................................... 27 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS .................. 28 Section 8.01. Events of Default .................................................................................... 28 Section 8.02. Acceleration of Maturities ...................................................................... 28 Section 8.03. Application of Pledged Revenues and Other Funds After Default ........ 29 Section 8.04. Trustee to Represent Owners .................................................................. 29 Section 8.05. Owners’ Direction of Proceedings ......................................................... 30 Section 8.06. Limitation on Owners’ Right to Sue ...................................................... 30 Section 8.07. Absolute Obligation of Authority ........................................................... 31 Section 8.08. Termination of Proceedings ................................................................... 31 Section 8.09. Remedies Not Exclusive ......................................................................... 31 Section 8.10. No Waiver of Default ............................................................................. 31 ARTICLE IX THE TRUSTEE ..................................................................................................... 32 Section 9.01. Appointment of Trustee; Duties, Immunities and Liabilities of Trustee .................................................................................................... 32 Section 9.02. Merger or Consolidation ......................................................................... 33 Section 9.03. Liability of Trustee ................................................................................. 33 Section 9.04. Right of Trustee to Rely on Documents ................................................. 36 Section 9.05. Preservation and Inspection of Documents ............................................ 36 Section 9.06. Compensation of Trustee ........................................................................ 36 Section 9.07. Indemnification ....................................................................................... 36 ARTICLE X MODIFICATION OR AMENDMENT OF THE INDENTURE ........................... 37 Section 10.01. Amendments Permitted .......................................................................... 37 Section 10.02. Effect of Supplemental Indenture ........................................................... 38 Section 10.03. Endorsement of Notes; Preparation of New Notes ................................. 38 Section 10.04. Amendment of Particular Notes ............................................................. 38 ARTICLE XI DEFEASANCE ..................................................................................................... 39 Section 11.01. Discharge of Indenture ........................................................................... 39 Section 11.02. Discharge of Liability on Notes ............................................................. 39 Section 11.03. Deposit of Money or Securities with Trustee ......................................... 40 Section 11.04. Payment of Notes After Discharge of Indenture .................................... 40 ARTICLE XII MISCELLANEOUS ............................................................................................. 41 Section 12.01. Liability of Authority Limited to Pledged Revenues ............................. 41 Section 12.02. Successor Is Deemed Included in All References to Predecessor .......... 41 Section 12.03. Limitation of Rights to Parties and Owners ........................................... 41 4815-4408-0980.2 -iii- Section 12.04. Waiver of Notice .................................................................................... 41 Section 12.05. Destruction of Notes ............................................................................... 41 Section 12.06. Severability of Invalid Provisions .......................................................... 41 Section 12.07. Notices .................................................................................................... 42 Section 12.08. Evidence of Rights of Owners ................................................................ 42 Section 12.09. Disqualified Notes .................................................................................. 43 Section 12.10. Money Held for Particular Notes ........................................................... 43 Section 12.11. Funds and Accounts ............................................................................... 43 Section 12.12. Article and Section Headings and References ........................................ 43 Section 12.13. Waiver of Personal Liability .................................................................. 44 Section 12.14. Execution in Several Counterparts ......................................................... 44 Section 12.15. Governing Law ....................................................................................... 44 EXHIBIT A—FORM OF BOND EXHIBIT B—FORM OF INVESTOR LETTER 4815-4408-0980.2 INDENTURE OF TRUST THIS INDENTURE OF TRUST, is dated as of December 1, 2017, by and between the LYNWOOD PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the constitution and laws of the State of California (the “Authority”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the trusts hereby created (the “Trustee”); W I T N E S S E T H : WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of December 1, 1992, by and between the City of Lynwood (the “City”) and the Lynwood Redevelopment Agency (the “Agency” and, with the City, the “Members”), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members; WHEREAS, the City desires to finance certain streets and roads improvements eligible for Measure R Local Return use; WHEREAS, to that end, the Authority has determined to issue its bond anticipation notes to be designated as the Lynwood Public Financing Authority 2018 Bond Anticipation Notes in the principal amount of $________ (the “Notes”); WHEREAS, in order to provide for the authentication and delivery of the Notes from time to time, to establish and declare the terms and conditions upon which the Notes are to be issued and secured and to secure the payment of the principal thereof and premium (if any) and of the interest thereon, the Authority Commission has authorized the execution of this Indenture; WHEREAS, all acts and proceedings required by law necessary to make the Notes, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Indenture have been in all respects duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and premium (if any) and interest on all Notes at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Notes are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase 4815-4408-0980.2 -2- and acceptance of the Notes by the owners thereof, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Notes, as follows: 4815-4408-0980.2 -3- ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Indenture and of any Supplemental Indenture and of any certificate, opinion, request or other documents herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. “Act” means Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code. “Acquisition,” “Acquire” or “Acquired” means, with respect to the Project, the acquisition of an ownership interest in the Project, or the financing, construction or ownership of the Project. “Acquisition Costs” with respect to the Project mean the contract price paid or to be paid to the contractors therefor upon acquisition, construction, refinancing, improvement, repair, modification or delivery of any portion of the Project and related equipment, in accordance with the purchase order or contract therefor. Acquisition Costs include the costs of site preparation necessary for the installation of any improvements to the Project, including engineering costs. Acquisition Costs also include costs incurred by the City, the Authority and the contractors in connection with the acquisition, delivery and installation of the Project. “Approved Institutional Buyer” means an institution or Person which meets at least one of the following criteria: 1. Any of the following entities, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity: (A) Any insurance company as defined in Section 2(13) of the Securities Act of 1933, as amended; NOTE: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”), which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company. (B) Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of that Act; (C) Any Small Business Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 4815-4408-0980.2 -4- (D) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; (E) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974; (F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (1)(D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans; (G) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or (H) Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or a savings and loan association or other institution as defined in Section 3(a)(5) of the Securities Act whether acting in its individual or fiduciary capacity. 2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer. 3. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, acting in a riskless principal transaction on behalf of an Approved Institutional Buyer. NOTE: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with an Approved Institutional Buyer without itself having to be an Approved Institutional Buyer. 4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Approved Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, that, for purposes of this section: (A) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a separate investment company; and 4815-4408-0980.2 -5- (B) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor). 5. Any entity, all of the equity owners of which are Approved Institutional Buyers, acting for its own account or the accounts of other Approved Institutional Buyers. 6. Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Approved Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A of the Securities Act of 1933 in the case of a U.S. bank of savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution. 7. Any insurance company as defined in Section 2(13) of the Exchange Act; 8. Any investment company registered under the Investment Company act of 1940, as amended (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; 9. Any Small Business Investment Company licensed by the small Business Administration under Section 301(c) or Section 301(d) of the Small Business Investment Act of 1958, as amended; 10. Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivision for the benefit or its employees, if investment decisions are made by a plan fiduciary which is a bank, savings and loan association, insurance company, or registered investment advisor and the plan establishes fiduciary principles the same as or similar to those contained in Sections 404-407 of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); 11. Any employee benefit plan within the meaning of ERISA if investment decisions are made by a, plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; 12. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $2,000,000; 13. The trustee of a trust whose securities are registered pursuant to an effect registration statement under the Securities Act. 4815-4408-0980.2 -6- 14. Any investment adviser registered under the Investment Advisers Act. 15. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person. For purposes of this defined term, a sophisticated person shall mean a purchaser who has such knowledge and experience in financial and business matters that such purchaser is capable of evaluating the merits and risks of the prospective investment; provided that such investor signs an investor letter in substantially the form set forth in Exhibit B hereto. In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section. In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise. For purposes of this section, “riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to an Approved Institutional Buyer, including another dealer acting as riskless principal for an Approved Institutional Buyer. “Authority” means the Lynwood Public Financing Authority, a joint exercise of powers authority organized and existing under the constitution and laws of the State, and any successor thereto. “Authorized Representative” means, with respect to the Authority, the President, Vice- President, Treasurer, Chief Administrative Officer, Finance Director or any other person designated as an Authorized Representative of the Authority by a Certificate of the Authority signed by the Chief Administrative Officer of the Authority and filed with the Trustee. “Bond Law” means section 6546 of the Act, as in effect on the Closing Date or as thereafter amended in accordance with its terms. “Bonds” means the obligations to be issued by the Authority to refund the Notes. 4815-4408-0980.2 -7- “Business Day” means a day of the year on which banks in Los Angeles, California or Salt Lake City, Utah, are not required or authorized to remain closed and on which The New York Stock Exchange is not closed. “Certificate,” “Statement,” “Request,” “Requisition” and “Order” of the Authority mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Authority by an Authorized Representative of the Authority. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Certificate of Completion” means a certificate of an Authorized Representative of the Authority certifying that all equipment and other property constituting the Project has been acquired, constructed, installed and accepted by the Authority, and that all Acquisition Costs for the Project have been paid. “City” means the City of Lynwood, a general law city and municipal corporation organized and existing under the constitution and laws of the State, and any successor thereto. “City Council” means the City Council of the City. “Closing Date” means the date upon which there is an exchange of the Notes for the proceeds representing the purchase of the Notes by the original purchasers thereof. “Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date, or as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated under the Code. “Commission” means the Commission of the Authority. “Costs of Issuance” means all expenses directly or indirectly payable by the Authority and related to the authorization, issuance, sale and delivery of Notes, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee, compensation, fees and expenses of the Authority, the Trustee and its respective counsel, compensation to any financial consultants or underwriters, legal fees and expenses, rating agency fees, bond insurance fees, fees and charges for preparation, execution, transportation and safekeeping of Notes, and any other cost, charge or fee in connection with the original issuance of Notes. “Costs of Issuance Fund” means the fund so designated and established pursuant to Section 3.03. “Defeasance Obligations” means (a) cash, and (b) Federal Securities. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date). 4815-4408-0980.2 -8- “Event of Default” means any of the events of default described in Section 8.01. “Federal Securities” means (a) cash (fully insured by the Federal Deposit Insurance Corporation), (b) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“U.S. Treasury Obligations”), (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (d) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (e) evidences of ownership of proportionate interests in future interest and principal payments on obligations describe above 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 obligator and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof. “Independent Accountant” means any certified public accountant or firm of such accountants appointed and paid by the Authority, and who, or each of whom: (a) is in fact independent and not under domination of the Authority; (b) does not have any substantial interest, direct or indirect, with the Authority; and (c) is not connected with the Authority as an officer or employee of the Authority, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority. “Interest Payment Date” means _______ 1 and _______ 1 in each year, beginning ________ 1, 2018, and continuing so long as any Notes remain Outstanding. “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto. “Note Payment Fund” means the fund by that name established pursuant to Section 5.02. “Note Registration Books” means the books maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Notes. “Notes” means the Authority’s 2018 Bond Anticipation Notes, issued and at any time Outstanding hereunder. “Outstanding,” when used as of any particular time with reference to Notes, means all Notes theretofore executed, issued and delivered by the Authority under this Indenture except: (a) Notes theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; 4815-4408-0980.2 -9- (b) Notes paid or deemed to have been paid within the meaning of Section 11.01; and (c) Notes in lieu of or in substitution for which other Notes shall have been executed, issued and delivered by the Authority pursuant to this Indenture or any Supplemental Indenture. “Owner” or “Note Owner,” when used with respect to any Note, means the person in whose name the ownership of such Note shall be registered on the Note Registration Books. Initially, the Owner is ZB, N.A. “Permitted Investments” means the following: (a) Federal Securities; (b) Federal Housing Administration debentures; (c) The following listed obligations government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (i) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts), (ii) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes, (iii) Federal Home Loan Banks (FHL Banks) consolidated debt obligations, and (iv) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (d) Unsecured certificates of deposit, time deposits, and bankers’ acceptances (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated “A-1+” or better by S&P and “Prime-1” by Moody’s, which may include the Trustee and its affiliates. (e) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which have capital and surplus of at least $15 million. (f) Commercial paper (having original maturities of not more than 270 days) rated “A-1+” by S&P and “Prime-1” by Moody’s. (g) Money market funds rated “AAm” by S&P, or better and if rated by Moody’s rated “Aa2” or better, 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. (h) “State Obligations,” which means: 4815-4408-0980.2 -10- (i) Direct general obligations of any state of the United States of America or any subdivision of agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated at least “A3” by Moody’s and at least “A-” by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated, (ii) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (i) above and rated “A-1+” by S&P and “MIG-1” by Moody’s, and (iii) Special Revenue Notes (as defined in the United States Bankruptcy Code) of any state or state agency described in (ii) above and rated “AA-” or better by S&P and “Aa3” or better by Moody’s; (i) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements: (i) the municipal obligations are (A) not subject to redemption prior to maturity or (B) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions, (ii) the municipal obligations are secured by cash or U.S. Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations, (iii) the principal of and interest on the U.S. Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification Report”), (iv) the cash or U.S. Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations (v) no substitution of a U.S. Treasury Obligation shall be permitted except with another U.S. Treasury Obligation and upon delivery of a new Verification Report, and (vi) the cash or U.S. Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent. (j) Repurchase agreements with (i) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “A-” by S&P and “A3” by Moody’s; or (ii) any broker-dealer with “retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long- term debt rated at least “A-” by S&P and “A3” by Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation, or 4815-4408-0980.2 -11- (iii) any other entity rated at least “A-” by S&P and “A3” Moody’s (each an “Eligible Provider”), provided that: (A) (1) permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers), and (2) collateral levels must be at least 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”), (B) the trustee or a third party acting solely as agent therefor or for the issuer (the “Custodian”) has possession of the collateral or the collateral has been transferred to the Custodian in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books) and such collateral shall be marked to market, (C) the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the Trustee, and the Authority setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral, (D) the repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof, (E) the repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A-” by S&P or “A3” by Moody’s, as appropriate, the provider must, notify the Authority, and the Trustee within five (5) days of receipt of such notice. Within ten (10) days of receipt of such notice, the provider shall either: (1) provide a written guarantee, (2) post Eligible Collateral, or (3) assign the agreement to an Eligible Provider. If the provider does not perform a remedy within ten (10) business days, the provider shall, at the direction of the trustee repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the issuer or the Trustee. (k) Investment agreements: with a domestic or foreign bank or corporation the long- term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, or the guarantor is rated at least “AA-” by S&P and “Aa3” by Moody’s (each an “Eligible Provider”); provided that: (i) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) on the Notes, (ii) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven (7) days’ prior notice; the Authority and the Trustee agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid, 4815-4408-0980.2 -12- (iii) the provider shall send monthly reports to the Trustee, and the Authority setting forth the balance the Authority or Trustee has invested with the provider and the amounts and dates of interest accrued and paid by the provider, (iv) the investment agreement shall state that is an unconditional and general obligation of the provider, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors, (v) the Authority and the Trustee shall receive an opinion of domestic counsel to the provider that such investment agreement is legal, valid, binding and enforceable against the provider in accordance with its terms, (vi) the Authority and the Trustee shall receive an opinion of foreign counsel to the provider (if applicable) that (A) the investment agreement has been duly authorized, executed and delivered by the provider and constitutes the legal, valid and binding obligation of the provider, enforceable against the provider in accordance with its terms, (B) the choice of law of the sate set forth in the investment agreement is valid under that country’s laws and a court in such country would uphold such choice of law, and (C) any judgment rendered by a court in the United States would be recognized and enforceable in such country; (vii) the investment agreement shall provide that if during its term: (A) the provider’s rating by either S&P or Moody’s falls below “AA-” or “Aa3”, the provider shall, at its option, within ten (10) days of receipt of publication of such downgrade, either (1) provide a written guarantee, (2) post Eligible Collateral with the Issuer, the Trustee or a third party acting solely as agent therefor (the “Custodian”) free and clear of any third party liens or claims, (3) assign the agreement to an Eligible Provider, or (4) repay the principal of and accrued but unpaid interest on the investment, and (B) the provider’s rating by either S&P or Moody’s is withdrawn or suspended or falls below “A-” or “A3”, the provide must, at the direction of the Authority or the Trustee, within ten (10) days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the Authority or Trustee, (viii) in the event the provider is required to collateralize, permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers) and collateral levels must be 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”). In addition, the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the Trustee and the Authority setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; 4815-4408-0980.2 -13- (ix) the investment agreement shall state and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof, and (x) the investment agreement must provide that if during its term: (A) the provider shall default in its payment obligations, the provider’s obligations under the investment agreement shall, at the direction of the Authority or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Authority or Trustee, as appropriate, and (B) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Authority or Trustee, as appropriate. (l) the Local Agency Investment Fund of the State, created pursuant to section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name. “Project” means the streets and roads improvements eligible for Measure R Local Return use as identified in a letter approving such projects dated _________, 2017 provided by the Los Angeles County Metropolitan Transportation Authority. "Project Fund” means the fund by that name established in Section 3.04 hereof. “Rating Category” means, with respect to any Permitted Investment, one or more of the generic categories of rating by Moody’s and/or S&P applicable to such Investment Security, without regard to any refinement or gradation of such rating category by a plus or minus sign. “Record Date” means the fifteenth (15th) calendar day of the month immediately preceding an Interest Payment Date. “Redemption Price” means, with respect to any Note (or portion thereof) the principal amount of such Note (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Note and this Indenture. “Pledged Revenues” means (i) proceeds of sale of the Notes representing capitalized interest; (ii) proceeds of sale of the Bonds; and (iii) earning derived from the investment of any of the foregoing. “S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, or any successor thereto. “Special Record Date” means the date established by the Trustee pursuant to Section 2.02 as a record date for the payment of defaulted interest on Notes. “State” means the State of California. 4815-4408-0980.2 -14- “Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. “Trust Office” means the principal corporate trust office of the Trustee in Los Angeles, California; provided, however, that the Trustee may from time to time designate other offices for purposes of payment, transfer, exchange or registration of Notes. “Trustee” means The Bank of New York Mellon Trust Company, N.A., appointed by the Authority to act as trustee hereunder pursuant to Section 9.01, and its assigns or any other corporation or association which may at any time be substituted in its place, as provided in Section 10.01. Section 1.02. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Section 1.03. Equal Security. In consideration of the acceptance of the Notes by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Notes; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Notes without preference, priority or distinction as to security or otherwise of any of the Notes over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. 4815-4408-0980.2 -15- ARTICLE II THE NOTES Section 2.01. Authorization of the Notes. At any time after the adoption, execution and delivery of this Indenture, the Authority may execute and the Trustee, upon Request of the Authority, shall authenticate and deliver Notes in the aggregate principal amount of ____ million ________ thousand dollars ($_______). Section 2.02. Terms of the Notes. The Notes shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Note shall have more than one maturity date. The Notes shall be dated as of their date of delivery, shall mature on ______ 1, 2017 and shall bear interest at the rate of _____%. Interest on the Notes shall be payable on each Interest Payment Date to the person whose name appears on the Note Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid on such Interest Payment Date by check or, at the option of any Owner of at least $1,000,000 aggregate principal amount of Notes and upon written notice received by the Trustee prior to the Record Date, by wire transfer, at the Owner’s address as it appears on the Note Registration Books or to such account as shall have been identified by the Owner in the notice requesting payment by wire transfer. Interest on the Notes shall be computed on the basis of a year consisting of 360 days and twelve 30-day months. Principal of and premium (if any) on any Note shall be paid upon presentation and surrender thereof at the Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Notes shall be payable in lawful money of the United States of America. Each Note shall bear interest from the Interest Payment Date next preceding the authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before __________ 15, 2018, in which event it shall bear interest from its date of delivery; provided, however, that if, as of the date of authentication of any Note, interest thereon is in default, such Note shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon until such principal amounts are paid in full. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Owner on such Record Date and shall be paid to the person in whose name the Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the Owners not less than ten (10) days prior to such Special Record Date. The Notes shall be subject to redemption as provided in Article IV. Section 2.03. Form of Notes. The Notes, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and by this reference incorporated herein, 4815-4408-0980.2 -16- with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Section 2.04. Execution of Notes. The Notes shall be signed in the name and on behalf of the Authority with the manual or facsimile signature of its President or Chief Administrative Officer and attested by the manual or facsimile signature of its Secretary. The Notes shall then be delivered to the Trustee for authentication by it. In case any officer who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Notes may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Note may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Note shall be the proper officer although on the nominal date of such Note such individual shall not have been such officer of the Authority. Only such of the Notes as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Notes so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. Section 2.05. Transfer of Notes. Any Note may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the Principal Office at the Trustee, and by delivery by the transferee of the purchaser certifications substantially in the form attached as Exhibit B. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and the Trustee shall authenticate and deliver a new Note or Notes, for like aggregate principal amount. No transfer of Notes shall be required to be made (a) fifteen (15) days prior to the date established by the Trustee for selection of Notes for redemption or (b) with respect to a Note after such Note has been selected for redemption. Notwithstanding any other provision hereof, Notes may not be registered in the name of, or transferred to, any person except an Approved Institutional Buyer. Section 2.06. Exchange of Notes. Notes may be exchanged at the Trust Office of the Trustee, for a like aggregate principal amount of Notes of other authorized denominations of the same maturity. The Trustee shall require the Owner requesting such exchange to pay any tax or other charge required to be paid with respect to such exchange. No Note, the notice of redemption of which has been mailed pursuant to Section 4.03, shall be subject to exchange pursuant to this Section 2.06. No exchange of Notes shall be required during the period established by the Trustee for the selection of Notes for redemption. 4815-4408-0980.2 -17- Section 2.07. Temporary Notes. The Notes may be issued initially in temporary form exchangeable for definitive Notes when ready for delivery. Any temporary Note may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate. A temporary Note may be in the form of a single registered bond payable in installments, each on the date, in the amount and at the rate of interest established for the Notes maturing on such date. Every temporary Note shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in the same manner as the definitive Notes. If the Authority issues temporary Notes, it will execute and deliver definitive Notes as promptly thereafter as practicable, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations of the same maturity or maturities. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes authenticated and delivered hereunder. Section 2.08. Note Registration Books. The Trustee will keep or cause to be kept at its Trust Office sufficient books for the registration and transfer of the Notes, which shall at all times during regular business hours be open to inspection by the Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Notes as hereinbefore provided. Section 2.09. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated, the Authority shall execute, and the Trustee shall thereupon authenticate and deliver, a new Note of like tenor and authorized denomination in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every mutilated Note so surrendered to the Trustee shall be canceled by it and destroyed and the Trustee shall provide evidence of such destruction to the Authority. If any Note issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to the Trustee and indemnity for the Authority and the Trustee satisfactory to the Trustee shall be given, the Authority, at the expense of the Note Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Note of like tenor in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall have been called for redemption, instead of issuing a substitute Note, the Trustee may pay the same without surrender thereof upon receipt of the aforementioned indemnity). The Authority may require payment of a reasonable fee for each new Note issued under this Section 2.09 and of the expenses which may be incurred by the Authority and the Trustee in connection therewith. Any Note issued under the provisions of this Section 2.09 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Note alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Notes secured by this Indenture. 4815-4408-0980.2 -18- ARTICLE III ISSUE OF NOTES; APPLICATION OF PROCEEDS; COSTS OF ISSUANCE FUND Section 3.01. Issuance of Notes. At any time after the adoption, execution and delivery of this Indenture, the Authority may execute and the Trustee, upon Request of the Authority, shall authenticate and deliver Notes in the aggregate principal amount of _____ million ______ thousand dollars ($______). Section 3.02. Application of Proceeds of Notes and Other Moneys. (a) The Trustee shall apply the proceeds derived from the sale of the Notes ($_______), being the principal amount of the Notes, as follows: (i) The Trustee shall deposit to the Costs of Issuance Fund the sum of $______; (ii) The Trustee shall deposit to the Note Payment Fund the sum of $______ and (iii) The Trustee shall deposit to the Project Fund the sum of $_______. (b) The Trustee may establish temporary funds or accounts on its records to facilitate such transfers. Section 3.03. Establishment and Application of Costs of Issuance Fund. (a) The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund.” The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay Costs of Issuance upon receipt by the Trustee of a Requisition of the Authority stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said account. Each Requisition of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. (b) At the end of six months from the Closing Date, or upon earlier receipt of a Certificate of the Authority stating that amounts in the Costs of Issuance Fund are no longer required for the payment of Costs of Issuance, the Costs of Issuance Fund shall be closed and any amounts then remaining in said account shall be transferred to the Note Payment Fund. Section 3.04. Establishment and Maintenance of Project Fund. The Trustee hereby agrees to establish, maintain and hold in trust a separate fund designated as the “Project Fund” until the completion of the Acquisition of the Project. All money in the Project Fund shall be held by the Trustee in trust and shall be applied by the Trustee for the payment of Acquisition Costs and the expenses incidental thereto. 4815-4408-0980.2 -19- Except for the foregoing specified transfers, before any payment is made from the Project Fund by the Trustee, the Authority shall file with the Trustee a signed requisition (stating the amount to be disbursed and the party or parties being paid) approved by an Authorized Representative of the Authority and accompanied by an invoice or statement for each such amount. Upon receipt of each such requisition, the Trustee shall pay the amount set forth therein as directed by the terms thereof from moneys on deposit in the Project Fund. Each Requisition of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. When the Acquisition of the Project has been completed to the satisfaction of the Authority or when the Authority determines that a portion of the Project will not be Acquired, the Authority shall deliver a Certificate of Completion to the Trustee stating the fact and date of the completion of such improvements, and stating that all the Acquisition Costs and the expenses incidental thereto have been determined and paid (or that such claims and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Project Fund is to be maintained in the full amount of such claims until such dispute is resolved). Upon receipt of such Certificate of Completion, the Trustee shall transfer (but less the amount of such retention) all remaining moneys in the Project Fund to the Note Payment Fund, to be credited to the payment of the Notes as provided herein. Section 3.05. Validity of Notes. (a) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Notes 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, happen or be performed precedent to and in the issuance of the Notes do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized, pursuant to each and every requirement of the Bond Law to issue the Notes in the form and manner provided in this Indenture and the Notes shall be entitled to the benefit, protection and security of the provisions of this Indenture. (b) From and after the issuance of the Notes, the findings and determinations of the Authority respecting the Notes shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Notes is at issue, and no bona fide purchaser of any of the Notes shall be required to see to the existence of any fact or to the performance of any condition or to the taking of any proceeding required prior to such issuance or to the application of the proceeds of sale of the Notes. The recital contained in the Notes that the same are issued pursuant to the Bond Law and this Indenture shall be conclusive evidence of their validity and of the regularity of their issuance and all Notes shall be incontestable from and after their issuance. The Notes shall be deemed to be issued, within the meaning of this Indenture, whenever the definitive Notes (or any temporary Notes exchangeable therefor) have been delivered to the purchaser thereof and the proceeds of sale thereof received. 4815-4408-0980.2 -20- ARTICLE IV REDEMPTION OF NOTES Section 4.01. Terms of Redemption. The Notes are subject to redemption prior to its maturity from any available funds, at the option of the Authority, in whole on any date, at a redemption price equal to the principal amount of Notes called for redemption, without premium, together with accrued interest to the date fixed for redemption. When Notes are to be redeemed at the option of the Authority as set forth in this Section 4.01, the Authority shall give written notice to the Trustee of the exercise of such option at least forty-five (45) days prior to the proposed redemption date (unless a shorter time shall be acceptable to the Trustee). Such notice shall state the proposed redemption date, the principal amount of Notes to be redeemed and the maturity or maturities from which such redemption shall be made. Section 4.02. Notice of Redemption. (a) Unless waived by any Owner of Notes to be redeemed, notice of any such redemption shall be given by the Trustee on behalf of the Authority by mailing a copy of a redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Note or Notes to be redeemed at the address shown on the Note Registration Books, to the Securities Depositories and the Information Services. All notices of redemption shall be dated and shall state: (i) the redemption date, (ii) the redemption price, (iii) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Notes to be redeemed, (iv) that on the redemption date the redemption price will become due and payable upon each such Note or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (v) the place where such Notes are to be surrendered for payment of the redemption price, which place of payment shall be the Trust Office of the Trustee. Notice of redemption having been given as aforesaid, the Notes or portions of Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Authority shall default in the payment of the redemption price) interest with respect to such Notes or portions of Notes shall cease to accrue and be payable. Upon surrender of such Notes for redemption in accordance with said notice, such Notes shall be paid by the Trustee at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Note, there shall be prepared for the Owner a new Note or Notes of the same maturity in the amount of the unredeemed principal. All Notes which have been redeemed shall be canceled and destroyed by the Trustee and shall not be reissued. 4815-4408-0980.2 -21- (b) Notice of redemption of Notes shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority. (c) Notwithstanding the foregoing, such notice may state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Notes to be redeemed and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Notes. In the event that such notice of optional redemption contains such a condition and such moneys are not so received, the redemption shall not be made, and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. Section 4.03. Effect of Redemption Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Notes (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Notes (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice plus interest accrued thereon to the redemption date, interest on the Notes so called for redemption shall cease to accrue, said Notes (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Notes shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest. All Notes redeemed pursuant to the provisions of this Article IV shall be canceled upon surrender thereof and destroyed with a certificate of destruction delivered to or upon the Order of the Authority. 4815-4408-0980.2 -22- ARTICLE V PLEDGED REVENUES Section 5.01. Pledge of Pledged Revenues. The principal amount of the Notes, together with the interest thereon, shall be payable from Pledged Revenues. In addition, the Notes shall be secured by a pledge of all of the moneys in all funds and accounts held by the Trustee hereunder, including all amounts derived from the investment of such moneys. Such pledge shall constitute a lien on the Pledged Revenues and such other moneys for the payment of the principal of and interest and premium (if any) on the Notes in accordance with the terms hereof. So long as any of the Notes are Outstanding, the Pledged Revenues and such moneys shall not be used for any other purpose, except as set forth in this Section 5.01. In consideration of the acceptance of the Notes by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Notes and the covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Notes without preference, priority or distinction as to security or otherwise of any of the Notes over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. The Authority hereby represents and warrants that it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Pledged Revenues that ranks on a parity with or prior to the pledge granted hereunder, except to secure the obligations disclosed herein that will be outstanding upon issuance of the Notes. The Authority also hereby represents and warrants that it has not described the Pledged Revenues in a Uniform Commercial Code financing statement that will remain effective when the Notes are issued, except in connection with the foregoing pledges, assignments, liens, and security interests. The Authority shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in the Pledged Revenues that ranks prior to or on a parity with the pledge granted hereunder, or file any financing statement describing any such pledge, assignment, lien, or security interest, except as expressly permitted under this Indenture. The Authority will, to the extent required by law, cause all UCC financing statements or other instruments, to be kept, recorded and filed in such manner and in such places as may be required by law in order to create, perfect, preserve and protect fully the security of the Owners in the Pledged Revenues and any other collateral and the rights of the Trustee. The Authority covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the Owners or the Trustee, the Pledged Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the Notes. Except to the extent it is exempt therefrom, the Authority will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or State fees and other 4815-4408-0980.2 -23- similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. Section 5.02. Application of Note Payment Fund. The Trustee shall establish and maintain a Note Payment Fund (which the Trustee shall establish, maintain and hold in trust). Pledged Revenues shall be deposited by the Trustee in the Note Payment Fund and shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and interest on the Notes as the same shall be come due and payable. Section 5.03. Investment of Moneys in Funds and Accounts. All moneys in any of the funds and accounts established pursuant to this Indenture shall, upon Request of the Authority provided at least two Business Days prior to the date of investment, be invested by the Trustee, but solely in Permitted Investments. In the absence of such Request of the Authority, the Trustee shall invest available moneys in investments described in paragraph (h) of the definition of Permitted Investments. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in the money market fund set forth in the letter of authorization and direction executed by the Authority and delivered to the Trustee. If no specific money market fund had been specified by the Authority, the Trustee shall make a request to the Authority for investment directions and, if no investment directions are provided within 10 days, such amount shall be held in cash, uninvested during such 10-day period and thereafter, until specific investment directions are provided by the Authority to the Trustee. All Permitted Investments shall be acquired subject to the limitations as to maturities hereinafter set forth in this Section 5.07 and such additional limitations or requirements consistent with the foregoing as may be established by Request of the Authority. All interest, profits and other income received from the investment of moneys in any other fund or account established pursuant to this Indenture shall be deposited when received in the Note Fund. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Permitted Investment equal to the amount of accrued interest, if any, paid as part of the purchase price of such Permitted Investment shall be credited to the fund or account for the credit of which such Permitted Investment was acquired. The Trustee may commingle any of the funds or accounts established pursuant to this Indenture into a separate fund or funds for investment purposes only, provided that all funds or accounts held by the Trustee hereunder shall be accounted for separately as required by this Indenture. The Trustee may act as principal or agent in the making or disposing of any investment. The Trustee may sell, or present for redemption, any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Permitted Investment is credited, and, subject to the provisions of Section 9.03, the Trustee shall not be liable or responsible for any loss resulting from such investment. The Authority acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grants the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by 4815-4408-0980.2 -24- the Trustee hereunder. The Trustee may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. 4815-4408-0980.2 -25- ARTICLE VI COVENANTS OF THE AUTHORITY; SPECIAL TAX COVENANTS Section 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal or Redemption Price and interest to become due in respect of all the Notes, in strict conformity with the terms of the Notes and of this Indenture, according to the true intent and meaning thereof, but only out of Pledged Revenues and other assets pledged for such payment as provided in this Indenture. Section 6.02. Extension of Payment of Notes. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of the Notes or the time of payment of any of the claims for interest by the purchase or funding of such Notes or claims for interest or by any other arrangement and in case the maturity of the Notes or the time of payment of any such claims for interest shall be extended, such Notes or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Notes then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section 6.02 shall be deemed to limit the right of the Authority to issue Notes for the purpose of refunding any Outstanding Notes, and such issuance shall not be deemed to constitute an extension of maturity of Notes. Section 6.03. Discharge of Claims. The Authority covenants that in order to fully preserve and protect the priority and security of the Notes the Authority shall pay from the Pledged Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Enterprise which, if unpaid, may become a lien or charge upon the Pledged Revenues prior or superior to the lien of the Notes and impair the security of the Notes. The Authority shall also pay from the Pledged Revenues all taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Enterprise or upon any part thereof or upon any of the Pledged Revenues therefrom. Section 6.04. Refunding. The Authority covenants and agrees to issue bonds or other obligations at such time and in such amounts as will be sufficient to refund all of the Notes at maturity. In furtherance of this covenant, the Authority and the City agree to enter into an installment sale agreement pursuant to which the City will purchase the Improvements from the Authority through installment payments sufficient to meet all payments of principal and interest on the revenue bonds as the same become due. Section 6.05. Against Encumbrance. The Authority further covenants that the Pledged Revenues or any other funds pledged or otherwise made available to secure payment of the principal of and interest on the Outstanding Notes shall not be mortgaged, encumbered, sold, leased, pledged, any charge placed thereon, or disposed of or used except as authorized by the terms of this Indenture. Section 6.06. Limitations on Future Obligations Secured by Pledged Revenues. In order to protect further the availability of the Pledged Revenues and the security for the Notes, the 4815-4408-0980.2 -26- Authority covenants that no additional bonds or other indebtedness will be issued or incurred that are payable out of the Pledged Revenues in whole or in part. Section 6.07. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Notes of the rights and benefits provided in this Indenture. Section 6.08. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Notes, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law. Section 6.09. Private Activity Bond Limitation. The Authority shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of Section 141(b) of the Code. Section 6.10. Private Loan Financing Limitation. The Authority shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private loan financing test of Section 141(c) of the Code. Section 6.11. Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Notes to be “federally guaranteed” within the meaning of Section 149(b) of the Code. Section 6.12. Rebate Requirement. The Authority shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government. Section 6.13. No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Notes which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Notes, to be “arbitrage bonds” within the meaning of Section 148 of the Code. Section 6.14. Maintenance of Tax-Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the Owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. 4815-4408-0980.2 -27- ARTICLE VII RESERVED 4815-4408-0980.2 -28- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS Section 8.01. Events of Default. The following events shall be Events of Default: (a) default in the due and punctual payment of the principal of any Note when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, in the amounts and at the times provided therefor; (b) default in the due and punctual payment of any installment of interest on any Note when and as such interest installment shall become due and payable; (c) default by the Authority in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Notes contained (other than as referred to in subsections (a) or (b) of this Section 8.01), if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Notes at the time Outstanding; or (d) the Authority’s filing a petition in voluntary bankruptcy, for the composition of its affairs or for its corporate reorganization under any state or federal bankruptcy or insolvency law, or making an assignment for the benefit of creditors, or admitting in writing to its insolvency or inability to pay debts as they mature, or consenting in writing to the appointment of a trustee or receiver for itself or for the whole or any substantial part of the Enterprise. Section 8.02. Acceleration of Maturities. If an Event of Default shall occur, then, 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 of the Notes at the time Outstanding shall be entitled, upon notice in writing to the Authority, to declare the principal of all of the Notes then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority shall deposit with the Trustee a sum sufficient to pay all the principal or Redemption Price of and installments of interest on the Notes payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Notes, and the reasonable charges and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Notes 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 Owners of not less than a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Authority and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of the Owners of all of the 4815-4408-0980.2 -29- Notes, rescind and annul such declaration and its consequences and waive such default; 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. Section 8.03. Application of Pledged Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Pledged Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture (subject to Section 13.10) shall be applied by the Trustee as follows and in the following order: (a) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Owners of the Notes and payment of reasonable charges and expenses of the Trustee (including, but not limited to, reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Indenture; (b) To the payment of the principal or Redemption Price of and interest then due on the Notes (upon presentation of the Notes to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture (including Section 6.02), as follows: (i) Unless the principal of all of the Notes shall have become or have been declared due and payable, First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and Second: To the payment to the persons entitled thereto of the unpaid principal or Redemption Price of any Notes which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue principal at the rate borne by the respective Notes, and, if the amount available shall not be sufficient to pay in full all the Notes due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date to the persons entitled thereto, without any discrimination or preference. (ii) If the principal of all of the Notes shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid upon the Notes, with interest on the overdue principal at the rate borne by the respective Notes, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Note over any other Note, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference. Section 8.04. Trustee to Represent Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Notes, by taking and holding the same, shall be 4815-4408-0980.2 -30- conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in- fact of the Owners of the Notes for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Notes, this Indenture, the Bond Law and applicable provisions of any other law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Owners, the Trustee in its discretion may, and shall, upon the written request of the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Notes then Outstanding, (or, if more than one such request is received, the written request executed by the Owners of the greatest percentage of Notes then Outstanding in excess of twenty-five percent (25%)), and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Owners under this Indenture, the Bond Law or any other law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Pledged Revenues and other assets pledged under this Indenture, pending such proceedings. All rights of action under this Indenture or the Notes or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Notes, subject to the provisions of this Indenture (including Section 6.02). Section 8.05. Owners’ Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Notes then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction or would expose the Trustee to liability for which it has not been indemnified to its satisfaction. Section 8.06. Limitation on Owners’ Right to Sue. No Owner of any Note shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Bond Law or any other applicable law with respect to such Note, unless (1) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (2) the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of the Notes then Outstanding (or, if more than one such request is received, the written request executed by the Owners of the greatest percentage of Notes then Outstanding in excess of twenty-five percent (25%)) 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; (3) such Owner or said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (4) the Trustee shall have refused or omitted to comply with such request for a 4815-4408-0980.2 -31- period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Notes of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Notes shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners of Notes, or to enforce any right under this Indenture, the Bond Law, the Government Code of the State or other applicable law with respect to the Notes, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Notes, subject to the provisions of this Indenture (including Section 6.02). Section 8.07. Absolute Obligation of Authority. Nothing in Section 8.06 or in any other provision of this Indenture, or in the Notes, contained shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the principal or Redemption Price of and interest on the Notes to the respective Owners of the Notes at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Pledged Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Notes. Section 8.08. Termination of Proceedings. In case any proceedings taken by the Trustee or any one or more Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Owners, then in every such case the Authority, the Trustee and the Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Owners shall continue as though no such proceedings had been taken. Section 8.09. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Notes is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Section 8.10. No Waiver of Default. No delay or omission of the Trustee or of any Owner of the Notes to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or to the Owners of the Notes may be exercised from time to time and as often as may be deemed expedient. 4815-4408-0980.2 -32- ARTICLE IX THE TRUSTEE Section 9.01. Appointment of Trustee; Duties, Immunities and Liabilities of Trustee. (a) The Bank of New York Mellon Trust Company, N.A. is hereby appointed to serve as Trustee under this Indenture. By execution hereof, the Trustee accepts such appointment. (b) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) The Authority may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Notes then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (f) of this Section 9.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint a successor Trustee by an instrument in writing. (d) The Trustee may at any time resign by giving ninety days prior written notice of such resignation to the Authority and by giving the Owners notice of such resignation by mail to the addresses shown on the Note Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. (e) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Request of the Authority or the request of the successor Trustee, such predecessor Trustee 4815-4408-0980.2 -33- shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to the Owners at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (f) Any Trustee appointed under the provisions of this Section 9.01 in succession to the Trustee shall be a trust company, national banking association or bank having the powers of a trust company having a corporate trust office in the State, having a combined capital and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, national banking association 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 subsection the combined capital and surplus of such bank, national banking association 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. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section 9.01. Section 9.02. Merger or Consolidation. Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company or association resulting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company or association shall be eligible under subsection (f) of Section 9.01, shall be the successor to such Trustee, as the case may be, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 9.03. Liability of Trustee. (a) The recitals of facts herein and in the Notes contained shall be taken as statements of the Authority, and the Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Indenture or of the Notes, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Notes assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Notes. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the owner of Notes with the 4815-4408-0980.2 -34- same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Notes then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless the Trustee was negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than twenty- five percent (25%) in aggregate principal amount of the Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners, pursuant to the provisions of this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. (e) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (f) No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if repayment of such funds or adequate indemnity against such risk or liability is not assured to it. The Trustee shall provide the Authority with seven days’ notice prior to making any advance of its own funds hereunder, and, if the Authority does not provide moneys in the amount needed, the Trustee shall be entitled to interest on the amounts advanced at a rate equal to the then 3- month certificates of deposit rate (by reference to the Wall Street Journal); provided that no such prior notice shall need be given and such interest on amounts advanced shall accrue from the date of any such advance following the occurrence of an Event of Default hereunder. (g) The Trustee makes no representation, express or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Authority of the Enterprise. (h) The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless and until it shall have actual knowledge thereof. (i) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or other disclosure material prepared or distributed with respect to the Notes. 4815-4408-0980.2 -35- (j) The immunities extended to the Trustee also extend to its directors, officers, employees and agents. (k) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (l) The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the same if appointed by it with reasonable care. (m) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e- mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (n) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include, but not be 4815-4408-0980.2 -36- limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Section 9.04. Right of Trustee to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, requisition, consent, order, certificate, report, opinion, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Authority, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 9.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during regular business hours with reasonable prior notice to the inspection of the Authority and any Owner, and their agents and representatives duly authorized in writing, at the Trust Office of the Trustee and under reasonable conditions. Section 9.06. Compensation of Trustee. The Authority covenants to pay to the Trustee from time to time, from available moneys of the Authority, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request, from available moneys of the Authority, for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. Section 9.07. Indemnification. The Authority covenants to indemnify the Trustee and to hold it harmless against any loss, liability, expenses or advance, including fees and expenses of counsel and other experts, incurred or made without negligence or bad faith on the part of the Trustee, in the exercise and performance of any of the powers and duties hereunder by the Trustee, including the costs and expenses of defending itself against any claim of liability arising under this Indenture. Such indemnification shall survive the termination or discharge of this Indenture and the resignation or removal of the Trustee. 4815-4408-0980.2 -37- ARTICLE X MODIFICATION OR AMENDMENT OF THE INDENTURE Section 10.01. Amendments Permitted. (a) This Indenture and the rights and obligations of the Authority and of the Owners of the Notes and of the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may execute when the written consent of the Owners of a majority in aggregate principal amount of the Notes then Outstanding shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Notes of any particular maturity remain Outstanding, the consent of the Owners of such Notes shall not be required and such Notes shall not be deemed to be Outstanding for the purpose of any calculation of Notes Outstanding under this Section 10.01. No such modification or amendment shall (1) extend the fixed maturity of any Note, or reduce the amount of principal thereof, provided in this Indenture for the payment of any Note, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owner of each Note so affected, or (2) reduce the aforesaid percentage of Notes the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Pledged Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or deprive the Owners of the Notes of the lien created by this Indenture on such Pledged Revenues and other assets (except as expressly provided in this Indenture), or terminate the insurance of the Notes, without the consent of the Owners of all of the Notes then Outstanding. It shall not be necessary for the consent of the Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture to the Owners at the addresses shown on the Note Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (b) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Owners of the Notes may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may execute without the consent of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Notes (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Owners of the Notes; 4815-4408-0980.2 -38- (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable and not inconsistent with this Indenture, and which shall not materially adversely affect the interests of the Owners of the Notes; or (iii) to make such additions, deletions or modifications as may be necessary to assure exclusion from gross income for purposes of federal income taxation of interest on the Notes. (c) No such Supplemental Indenture shall modify any of the rights or obligations of the Trustee without its prior written consent thereto; nor shall the Trustee be required to consent to any such Supplemental Indenture which affects its rights or obligations hereunder. (d) In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. Section 10.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article X, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Notes Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 10.03. Endorsement of Notes; Preparation of New Notes. Notes delivered after any Supplemental Indenture becomes effective pursuant to this Article X may, and if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Note Outstanding at the time of such execution and presentation of his Note for the purpose at the Trust Office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Note. If the Supplemental Indenture shall so provide, new Notes so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Notes then Outstanding shall be exchanged at the Trust Office of the Trustee, without cost to any Owner, for Notes then Outstanding, upon surrender for cancellation of such Notes, in equal aggregate principal amounts of the same maturity. Section 10.04. Amendment of Particular Notes. The provisions of this Article X shall not prevent any Owner from accepting any amendment as to the particular Notes held by him, provided that due notation thereof is made on such Notes. 4815-4408-0980.2 -39- ARTICLE XI DEFEASANCE Section 11.01. Discharge of Indenture. Any or all of the Notes may be paid by the Authority in any of the following ways; provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority: (a) by paying or causing to be paid the principal or Redemption Price of and interest on such Notes Outstanding, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money or Permitted Investments described in paragraph (a) of the definition thereof (“Defeasance Obligations”) in the necessary amount (as provided in Section 11.03) to pay or redeem such Notes Outstanding; or (c) by delivering to the Trustee, for cancellation by it, such Notes Outstanding. If the Authority shall pay all Notes Outstanding and shall also pay or cause to be paid all other sums payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced by a Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any Notes shall not have been surrendered for payment, this Indenture and the pledge of Pledged Revenues and other assets made under this Indenture and all covenants, agreements and other obligations of the Authority under this Indenture shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 11.02. In such event, upon Request of the Authority, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and 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, transfer, assign or deliver to the Authority all moneys or securities or other property held by it pursuant to this Indenture which are not required for the payment or redemption of Notes not theretofore surrendered for such payment or redemption. Section 11.02. Discharge of Liability on Notes. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 11.10) to pay or redeem any Outstanding Note (whether upon or prior to its maturity or the redemption date of such Note), provided that, if such Note is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Note shall cease, terminate and be completely discharged, except only that thereafter the Owner thereof shall be entitled to payment of the principal of and interest to the maturity or redemption date on such Note by the Authority, and the Authority shall remain liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for such payment, provided further, however, that the provisions of Section 11.04 shall apply in all events. 4815-4408-0980.2 -40- The Authority may at any time surrender to the Trustee for cancellation by it any Notes previously issued and delivered which the Authority may have acquired in any manner whatsoever, and such Notes, upon such surrender and cancellation, shall be deemed to be paid and retired. Section 11.03. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or Defeasance Obligations in the necessary amount to pay or redeem any Notes, the money or Defeasance Obligations so to be deposited or held may include money or Defeasance Obligations held by the Trustee in the funds and accounts established pursuant to this Indenture and shall be: (a) lawful money of the United States of America in an amount equal to the principal amount of such Notes and all unpaid interest thereon to maturity, except that, in the case of Notes which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Notes and all unpaid interest thereon to the redemption date; or (b) Defeasance Obligations the principal of and interest on which when due will provide money sufficient, in the opinion of an Independent Accountant, to pay the principal or Redemption Price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Notes to be paid or redeemed, as such principal or Redemption Price and interest become due, provided that, in the case of Notes which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Request of the Authority) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Notes. The Notes shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Section 11.04. Payment of Notes After Discharge of Indenture. Notwithstanding any provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the principal or redemption premium of, or interest on, any Notes and remaining unclaimed for two years after the principal of all of the Notes has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Indenture), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Notes became due and payable, shall be repaid to the Authority free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee, as the case may be, may (at the cost of the Authority) first mail a notice, in such form as may be deemed appropriate by the Trustee, to the Owners of the Notes so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof. 4815-4408-0980.2 -41- ARTICLE XII MISCELLANEOUS Section 12.01. Liability of Authority Limited to Pledged Revenues. Notwithstanding anything contained in this Indenture or in the Notes, the Authority shall not be required to advance any moneys derived from any source other than the Pledged Revenues and other assets pledged under this Indenture for any of the purposes mentioned in this Indenture, whether for the payment of the principal or Redemption Price of or interest on the Notes or for any other purpose of this Indenture. Section 12.02. Successor Is Deemed Included in All References to Predecessor. Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 12.03. Limitation of Rights to Parties and Owners. Except as provided in Article XII hereof, nothing in this Indenture or in the Notes expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, and the Owners of the Notes, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee and the Owners of the Notes. Section 12.04. Waiver of Notice. Whenever the giving of notice by mail or otherwise is required in this Indenture, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 12.05. Destruction of Notes. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Notes, the Trustee may, upon Request of the Authority, in lieu of such cancellation and delivery, destroy such Notes (in the presence of an officer of the Authority, if the Authority shall so require), and deliver a certificate of such destruction to the Authority. Section 12.06. Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of 4815-4408-0980.2 -42- the Notes pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable. Section 12.07. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class, registered or certified mail, postage prepaid, or sent by confirmed telegram, telecopy or telex, to the address (or such other address as may have been filed with the Trustee in writing) set forth below: To the Authority: Lynwood Public Financing Authority 11330 Bullis Road Lynwood, CA 90262 Attention: Chief Administrative Officer Fax: (310) 886-0402 To the Trustee: The Bank of New York Mellon Trust Company, N.A. 700 South Flower Street, 5th Floor Los Angeles, CA 90017 Attention: Corporate Trust Department Fax: (213) 630-6215 If to the Initial Owner: ZB, N.A. One South Main Street, Suite 1800 Salt Lake City, UT 84133 Attention: Municipal Finance Department Fax: ________________ Section 12.08. Evidence of Rights of Owners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Notes transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 13.08. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument 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 registered Notes shall be proved by the Note Registration Books held by the Trustee. Any request, consent, or other instrument or writing of the Owner of any Note shall bind every future Owner of the same Note and the Owner of every Note issued in exchange therefor 4815-4408-0980.2 -43- or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon. Section 12.09. Disqualified Notes. In determining whether the Owners of the requisite aggregate principal amount of Notes have concurred in any demand, request, direction, consent or waiver under this Indenture, Notes which are owned or held by or for the account of the Authority or by any other obligor on the Notes, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Notes, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Notes so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 13.09 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Notes. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority shall specify, in a certificate to the Trustee, those Notes disqualified pursuant to this Section 13.09 and the Trustee may conclusively rely on such certificate. Section 12.10. Money Held for Particular Notes. The money held by the Trustee for the payment of the interest, principal or Redemption Price due on any date with respect to particular Notes (or portions of Notes in the case of registered Notes redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it without liability for interest thereon for the Owners of the Notes entitled thereto, subject, however, to the provisions of Section 11.04. Section 12.11. Funds and Accounts. Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the corporate trust industry, to the extent practicable, and with due regard for the protection of the security of the Notes and the rights of every holder thereof. Section 12.12. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Indenture. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders. 4815-4408-0980.2 -44- Section 12.13. Waiver of Personal Liability. No member of the Authority Commission, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal or Redemption Price of or interest on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member of the Authority Commission, officer, agent or employee from the performance of any official duty provided by law or by this Indenture. Section 12.14. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. Section 12.15. Governing Law. This Indenture shall be construed in accordance with and governed by the Constitution and laws of the State. If this Indenture shall be the subject of litigation, venue shall reside in the federal or state courts of California. 4815-4408-0980.2 -45- IN WITNESS WHEREOF, the LYNWOOD PUBLIC FINANCING AUTHORITY has caused this Indenture to be signed in its name by the Chief Administrative Officer of the Authority and attested by the Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its corporate name by one of its authorized officers, all as of the day and year first above written. LYNWOOD PUBLIC FINANCING AUTHORITY By Chief Administrative Officer Attest: Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By Authorized Officer APPROVAL OF CITY As set forth in Section 6.04 hereof, the City agrees to enter into an installment sale agreement pursuant to which the City will purchase the Improvements from the Authority and pay installment payments sufficient to meet all payments of principal and interest on the Bonds as the same become due and payable. CITY OF LYNWOOD By City Manager 4815-4408-0980.2 A-1 EXHIBIT A FORM OF BOND United States of America State of California County of Los Angeles LYNWOOD PUBLIC FINANCING AUTHORITY 2018 Bond Anticipation Notes THIS BOND MAY ONLY BE REGISTERED IN THE NAME OF, OR TRANSFERRED TO, AN “APPROVED INSTITUTIONAL BUYER” AS DEFINED IN THE INDENTURE AND PURSUANT TO THE TERMS THEREOF INTEREST RATE MATURITY DATE DATED DATE _____% December __, 2019 December _, 2017 REGISTERED OWNER: ZB, N.A. PRINCIPAL AMOUNT: __________________________________ DOLLARS The LYNWOOD PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay to the Registered Owner named above or registered assigns (the “Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount stated above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the _____ 1 or _____ 1 (each an “Interest Payment Date”) next preceding the date of authentication hereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is on or before __________ 15, 2018, in which event such interest is payable from the Dated Date stated above; provided, however, that if at the time of authentication of this Note, interest is in default on this Note, this Note shall bear interest from the date to which interest has previously been paid or made available for payment on this Note in full at the Interest Rate per annum stated above, payable semiannually on each Interest Payment Date, commencing __________ 1, 2018 until such principal amounts are paid in full. The principal amount of this Note is payable at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in Los Angeles, California, or at such office as the Trustee may designate, upon presentation and surrender of this Note to the Trustee. Payment of the interest on this Note will be made to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the fifteenth day of the month immediately preceding an Interest Payment Date whether or not said day is a business day (the “Record Date”), such interest to be paid by check mailed on the Interest Payment Date to the Owner or, at the option of 4815-4408-0980.2 A-2 any Owner of at least $1,000,000 aggregate principal amount of Notes and upon written notice received by the Trustee prior to the Record Date, by wire transfer, at the Owner’s address as it appears on such bond registration books or to such account as shall have been identified by the Owner in the notice requesting payment by wire transfer. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Owner on such Record Date and shall be paid to the person in whose name the Note is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the Owners not less than ten (10) days prior to such special record date. Capitalized terms used herein and not otherwise defined are used with the meanings ascribed to them in the Indenture (as hereinafter defined). This Note is one of a series of Notes of various maturities designated as “Lynwood Public Financing Authority 2018 Bond Anticipation Notes” (the “Notes”), issued in the aggregate principal amount of $_______, all of like tenor (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions), issued under and pursuant to an Indenture of Trust (the “Indenture”) by and between the Authority and the Trustee, dated as of December 1, 2017, approved by the Authority by Resolution No. _______, adopted by the Authority Commission on December 19, 2017, under and pursuant to the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code. A copy of the Indenture is on file at the office of the Trustee, and reference to the Indenture and any and all supplements thereto and modifications and amendments thereof and to the Bond Law is made for a description of the terms on which the Notes are issued, the provisions with regard to the nature and extent of the Pledged Revenues, as that term is defined in the Indenture, and the rights of the Owners of the Notes. All the terms of the Indenture and the Bond Law are hereby incorporated herein and constitute a contract between the Authority and the Owners from time to time of this Note, and to all the provisions thereof the Owner of this Note, by his acceptance hereof, consents and agrees. Each taker and subsequent Owner hereof shall have recourse to all of the provisions of the Bond Law and the Indenture and shall be bound by all of the terms and conditions thereof. The Notes are payable from the Pledged Revenues consisting of (a) proceeds of sale of the Notes representing capitalized interest; (b) proceeds of sale of refunding bonds; and (c) earning derived from the investment of any of the foregoing. The principal or redemption price of and interest on the Notes are payable solely from the Pledged Revenues, and the Authority is not obligated to pay the Notes except from the Pledged Revenues. The general fund of the Authority is not liable, and the full faith and credit or taxing power of the Authority is not pledged, for the payment of the principal or redemption price of and interest on the Notes. The Notes are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Pledged Revenues. The Notes shall be subject to redemption as set forth in the Indenture. As provided in the Indenture, notice of redemption shall be given by first class mail not less than forty-five (45) days prior to the redemption date to the respective registered Owners of 4815-4408-0980.2 A-3 the Notes designated for redemption at their addresses appearing on the bond registration books, but no defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Note is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default, as defined in the Indenture, shall occur, the principal of all Notes may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. This Note is transferable, as provided in the Indenture, only upon the books of the Authority kept for that purpose at the office of the Trustee, by the Owner hereof in person, or by his attorney duly authorized in writing, upon the surrender of this Note together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or his attorney duly authorized in writing, and thereupon a new Note or Notes, without coupons, and in the same aggregate principal amount and of the same maturity, shall be issued to the transferee in exchange herefor, as provided in the Indenture, and upon the payment of charges, if any, including, after the first exchange, the cost of preparing new Notes therein prescribed. The rights and obligations of the Authority and of the Owners of the Notes may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Note or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Note, or shall reduce the percentages or otherwise affect the classes of Notes, the consent of the Owners of which is required to effect any such modification or amendment, all as more fully set forth in the Indenture. It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Note do exist, have happened or have been performed in due time, form and manner as required by law and that the amount of this Note, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California, and is not in excess of the amount of Notes permitted to be issued under the Indenture. 4815-4408-0980.2 A-4 IN WITNESS WHEREOF, the Lynwood Public Financing Authority has caused this Note to be executed in its name and on its behalf with the manual or facsimile signature of its Chief Administrative Officer and the manual or facsimile signature of its Secretary and its seal to be reproduced hereon all as of the Note Date stated above. LYNWOOD PUBLIC FINANCING AUTHORITY By Chief Administrative Officer ATTEST: Secretary TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes described in the within-mentioned Indenture, which has been authenticated and registered on __________________. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By Authorized Officer 4815-4408-0980.2 A-5 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is the within-mentioned Note and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Note registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: ______________________________________ ______________________________________ Notice: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. 4815-4408-0980.2 B-1 EXHIBIT B FORM OF INVESTOR LETTER Lynwood Public Financing Authority 11330 Bullis Road Lynwood, CA 90262 The Bank of New York Mellon Trust Company, N.A. 700 South Flower Street, 5th Floor Los Angeles, California 90017 $_______ Lynwood Public Financing Authority 2018 Bond Anticipation Notes Ladies and Gentlemen: The undersigned (the “Purchaser”), being the purchaser of the above-referenced bonds (the “Notes”), does hereby certify, represent and warrant for the benefit of the Lynwood Public Financing Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the Notes under that certain Indenture of Trust, dated as of December 1, 2017, by and between the Authority and the Trustee that: (a) The Purchaser is an “Approved Institutional Buyer.” (b) The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of tax-exempt obligations and is capable of evaluating the merits and risks of its investment in the Notes. The Purchaser is able to bear the economic risk of, and an entire loss of, an investment in the Notes. (c) The Purchaser is acquiring the Notes solely for its own account for investment purposes, and does not presently intend to make a public distribution of, or to resell or transfer, all or any part of the Notes. (d) The Purchaser understands that the Notes have not been registered and will not be registered under the Securities Act of 1933 or under any state securities laws. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Notes by it, and further acknowledges that any current exemption from registration of the Notes does not affect or diminish such requirements. 4815-4408-0980.2 B-2 (e) The Purchaser is familiar with the conditions, financial and otherwise, of the Authority and understands that the Authority has no assets other than the Pledged Revenues for repayment of the Notes. Further, the Purchaser understands that the Notes involve a high degree of risk. Specifically, and without in any manner limiting the foregoing, the Purchaser understands and acknowledges that, among other risks, the Notes are payable solely from the Pledged Revenues. The Purchaser has been provided an opportunity to ask questions of, and the Purchaser has received answers from, representatives of the Authority and the Trustee regarding the terms and conditions of the Notes. The Purchaser has obtained all information it has requested of the Authority as a result of the Purchaser having attached significance thereto in connection with the issuance of the Notes to evaluate all merits and risks of its investment in the Notes. The Purchaser has reviewed the documents executed in conjunction with the issuance of the Notes, including, without limitation, the Indenture. (f) The Purchaser is not now and has never been controlled by, or under common control with, the Authority. The Authority has never been and is not now controlled by the Purchaser. The Purchaser has entered into no arrangements with the Authority or with any affiliate in connection with the Notes, other than as disclosed to the Authority. (g) The Purchaser has authority to purchase the Notes and to execute this Investor Letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Notes. The undersigned is a duly appointed, qualified, and acting officer of the Purchaser and is authorized to cause the Purchaser to make the certifications, representations and warranties contained herein by execution of this letter on behalf of the Purchaser. (h) In entering into this transaction, the Purchaser has not relied upon any representations or opinions of the Authority or the Trustee relating to the legal consequences or other aspects of its investment in the Notes other than those represented in the Indenture between the Authority and the Trustee dated [Insert Date] and executed in conjunction with the issuance of the Notes, nor has it looked to, nor expected, the Authority to undertake or require any credit investigation or due diligence reviews relating to the Authority, its financial condition or business operations, or any other matter pertaining to the merits or risks of the transactions contemplated by the Indenture, or the adequacy of the Pledged Revenues pledged to secure repayment of the Notes. (i) The Notes shall be and are special obligations of the Authority and are secured by an irrevocable pledge of, and are payable as to principal, interest and premium, if any, from Pledged Revenues, and other funds as provided in the Indenture. The Notes, interest and premium, if any, thereon are not a debt of the City of Lynwood (the “City”), the County of Los Angeles (the “County”), the State of California (the “State”) or any of its political subdivisions (except the Authority), and none of the City, the County, the State nor any of its political subdivisions (except the Authority) is liable thereon. The Notes, interest thereon and premium, if any, are not payable from any funds or properties other than those set forth in this Indenture. None of the members of the Authority Commission, or any persons executing the Notes is liable personally on the Notes by reason of their issuance 4815-4408-0980.2 B-3 (j) The Purchaser has been informed that the Notes (i) have not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. (k) The Purchaser acknowledges that it has the right to sell and transfer the Notes, subject to compliance with the transfer restrictions set forth in the Indenture. The Purchaser agrees to indemnify and hold harmless the Authority with respect to any claim asserted against the Authority that arises with respect to any sale, transfer or other disposition of the Notes by the Purchaser or any transferee thereof in violation of the provisions of the Indenture. (l) Neither the Trustee, Note Counsel, the Authority, its members, its governing body, or any of its employees, counsel or agents will have any responsibility to the Purchaser for the accuracy or completeness of information obtained by the Purchaser from any source regarding the Authority or its financial condition or regarding the Notes, the provision for payment thereof, or the sufficiency of any security therefor. No written information has been provided by the Authority to the Purchaser with respect to the Notes. The Purchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser has assumed responsibility for obtaining such information and making such review as the Purchaser deemed necessary or desirable in connection with its decision to purchase the Notes. The Purchaser acknowledges that the sale of the Notes to the Purchaser is made in reliance upon the certifications, representations and warranties herein by the addressees hereto. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Indenture. ______________, as Purchaser By: _________________________________ Name: _______________________________ Title: ________________________________ PLACEMENT AGENT AGREEMENT _______, 2017 Lynwood Public Financing Authority 11330 Bullis Road Lynwood, CA 90262 Re: Lynwood Public Financing Authority 2018 Bond Anticipation Notes Upon the terms and conditions and based upon the representations, warranties and covenants set forth herein, Stifel, Nicolaus & Company, Incorporated (the “Placement Agent”) offers to enter into this Placement Agent Agreement (this “Agreement”) with the Lynwood Public Financing Authority (the “Issuer”), which, upon acceptance of this offer, shall be binding upon the Issuer and the Placement Agent. This offer is made subject to acceptance of this Agreement by the Issuer before or the date hereof, and, if not so accepted, will be subject to withdrawal by the Placement Agent upon notice delivered to your office at any time prior to acceptance hereof. If the obligations of the Placement Agent shall be terminated for any reason permitted hereby, neither the Placement Agent nor the Issuer shall be under further obligation hereunder. The above-captioned Notes (the “Notes”) are to be executed and delivered pursuant to an Indenture of Trust, dated as of December 1, 2017 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. This Agreement and the Indenture are collectively referred to herein as the “Documents.” 1. Purchase, Sale and Delivery of Notes. On the basis of the representations and agreements contained herein, but subject to the terms and conditions herein set forth, the Placement Agent agrees, on a best efforts basis, to locate a purchaser for the Notes (the “Purchaser”) at a purchase price equal to the principal amount thereof (the “Purchase Price”) and on terms consistent with the Indenture. The maturities, principal amounts, interest rates and other terms and conditions of the Notes shall be as set forth in the Indenture. For its services hereunder, and upon payment of the Purchase Price by the Purchaser to the Issuer (the date of such payment herein, the “Closing Date”), the Placement Agent shall receive compensation, payable by the Issuer, equal to $30,000 (the “Fee”). The Issuer shall be responsible for the payment of fees charged by the California Debt and Investment Advisory Commission. On the Closing Date, the Issuer shall pay or cause to be paid the Fee to the Placement Agent by wire transfer or immediately available funds. The Fee does not include any services the Placement Agent may render in the future to the Issuer with respect to any offering or placement of municipal securities other than the Notes. 2. Representations, Warranties, and Covenants of the Issuer. The undersigned, on behalf of the Issuer, but not individually, hereby represents and warrants to the 2 Placement Agent (and it shall be a condition of the obligation of the Placement Agent to perform under this Agreement that it shall be represented and warranted on the Closing Date) that: (a) The Issuer is duly organized and validly existing under the laws of the State of California (the “State”) with the power to execute the Indenture, perform the agreements on its part contained therein and in the agreements approved thereby and cause the issuance of the Notes. (b) The Issuer has complied and, in all respects on the Closing Date will be in compliance, with all of the provisions of applicable law of the State. (c) The Issuer has duly adopted the resolution approving the issuance of the Notes on ________, 2017, and the Issuer has duly authorized and approved the execution and delivery of the Documents, as well as the performance of its obligations contained in the Notes and the consummation by it of all other transactions contemplated hereby. (d) Assuming due authorization, execution and delivery by the other parties thereto, as applicable, the Documents constitute the legal, valid and binding agreements of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles if sought and by the limitations on legal remedies imposed on actions against the Issuer in the State of California. (e) The Issuer is not in breach of or default under any applicable law or administrative regulation of the State or any department, division, agency or instrumentality thereof, or of the United States, or any applicable judgment or decree or any loan agreement, note, resolution, certificate, agreement or other instrument to which the Issuer is a party or is otherwise subject, which breach or default would materially and adversely affect the Issuer or its ability to perform its duties and obligations under the Documents, and the execution and delivery of the Documents, the execution of the Indenture and the issuance of the Notes and compliance with the provisions of each will not conflict materially with or constitute a material breach of or default under any applicable law or administrative regulation of the State or under any certificate, agreement or other instrument to which the Issuer is a party or is otherwise subject, which breach or default would materially and adversely affect the Issuer or its ability to perform its duties under the Documents and Notes. (f) No action, suit, proceeding or investigation at law or in equity before or by any court of governmental agency or body is pending or, to the knowledge of the Issuer, threatened in any way affecting the existence of the Issuer or the title of the members of the authorizing body to their respective offices or seeking to restrain or to enjoin the sale or issuance of the Notes, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Notes, or in any way 3 contesting or affecting the validity or enforceability of the Notes or the Documents, or contesting the powers of the Issuer or the members of the authorizing body with respect to the Notes. (g) The Issuer has furnished the Placement Agent and the Purchaser with all information and materials concerning the Issuer and the Notes that the Placement Agent requested (the “Information Package”). The following documents and information comprise the Information Package: [___________]. The Issuer represents and warrants that the information made available to the Placement Agent by the Issuer or contained in the Information Package, read as a whole, is, and will be at all times during the period of the engagement of the Placement Agent hereunder, be complete and true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. 3. Conditions to Closing. The obligations of the Placement Agent under this Agreement shall be subject, at the option of the Placement Agent, to the accuracy in all material respects of the representations, warranties and covenants on the part of the Issuer contained herein as of the date hereof and as of the Closing Date and to the performance by the Issuer of its obligations to be performed hereunder and under the Documents at or prior to the Closing Date and to the following additional conditions: (a) At the Closing Date, the Notes and the Documents shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Placement Agent with only such changes as shall have been agreed to by the Placement Agent, and the Documents shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Placement Agent, and there shall have been taken in connection therewith, with the issuance of the Notes and with the transactions described therein and in this Agreement, all such action as the Placement Agent and Bond Counsel shall deem to be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability, at the Purchase Price, of the Notes shall not have been adversely affected, in the judgment of the Purchaser; (c) At or prior to the Closing Date, the Placement Agent shall have received the following documents, in each case satisfactory in form and substance to the Placement Agent: (1) The Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Placement Agent; (2) The opinion of Nixon Peabody LLP, Bond Counsel, dated the Closing Date in form and substance satisfactory to the Placement Agent and Purchaser, relating to the validity of the Notes and the tax-exempt status of the Notes, together with a letter from such counsel, dated the Closing Date and 4 addressed to the Placement Agent and Purchaser to the effect that the foregoing opinion may be relied upon by the Placement Agent and Purchaser to the same extent as if such opinion was addressed to them; (3) A certificate of the Issuer, dated the Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: (i) the Issuer has complied with and satisfied all the conditions on its part to be performed or satisfied under the Documents at or prior to the Closing Date; and (ii) the representations, warranties and covenants of the Issuer contained in this Agreement are true and correct as if made on the Closing Date. (4) A Purchaser Letter, in the form attached to this Agreement as Exhibit A and in form and substance acceptable to the Placement Agent, executed by the Purchaser and addressed to the Placement Agent; and (5) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Placement Agent or its counsel, if any, and Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the Closing Date, of the representations of the Issuer, and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer. 4. Termination. This Agreement may be terminated by either party upon ten (10) business days’ prior written notice; provided, however, that the Fee shall be immediately due and payable by the Issuer if the Issuer terminates this Agreement and sells the Notes to a purchaser identified by the Placement Agent to the Issuer prior to such termination and such sale occurs within six (6) months after termination of this Agreement. 5. Expenses. There shall be paid solely from the proceeds of the sale of the Notes, upon or promptly after the Closing: (a) the cost, if any, of the preparation and printing of the Notes; (b) the fees and disbursements of Bond Counsel and of any other counsel or consultants retained by the Issuer; and (c) the Fee as well as the fee and disbursements of counsel to the Placement Agent, if any. The Placement Agent shall be under no obligation to pay any expenses incident to this Agreement. 6. Regulatory Disclosure: The Issuer acknowledges that, in connection with the purchase and sale of the Notes, the offering of the Notes for sale and the discussions and negotiations relating to the terms of the Notes pursuant to and as set forth in this Agreement that (a) the Placement Agent has acted at arm’s length, is acting solely for its own account and is not agent of or advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) and owes no fiduciary duty to, the Issuer or any other person, (b) the Placement Agent’s duties and obligations to the Issuer shall be limited to those contractual duties and obligations set forth in this Agreement, (c) the Placement Agent may have interests that differ from those of the Issuer, 5 and (d) the Issuer has consulted its legal and financial advisors to the extent it deemed appropriate in connection with the offering and sale of the Notes. The Issuer further acknowledges and agrees that it is responsible for making its judgment with respect to the offering and sale of the Notes and the process leading thereto. The Issuer agrees that it will not claim that the Placement Agent acted as a Municipal Advisor to the Issuer or rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with the offering or sale of the Notes or the process leading thereto. 7. Survival of Certain Representations and Obligations. The respective agreements, covenants, representations, warranties and other statements of the Issuer and its officers set forth in or made pursuant to this Agreement shall survive delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation, or statements as to the results thereof, made by or on behalf of the Placement Agent. 8. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to the Issuer at its address set forth above. Any notice or other communication to be given to the Placement Agent under this Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, 515 South Figueroa Street, Suite 1800, Los Angeles, California 90071, Attention: Mr. Jose Vera, Managing Director. 9. No Assignment. This Agreement has been made by the Issuer and the Placement Agent, and no person other than the foregoing shall acquire or have any right under or by virtue of this Agreement. 10. Applicable Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. 11. Effectiveness. This Agreement shall become effective upon its execution by duly authorized officials of all parties hereto and shall be valid and enforceable from and after the time of such execution. 12. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 13. Counterparts. This Agreement may be executed in several counterparts (including counterparts exchanged by email in PDF format), each of which shall be an original and all of which shall constitute but one and the same instrument. 6 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Respectfully submitted, STIFEL, NICOLAUS & COMPANY, INCORPORATED ____________________________ Jose Vera, Managing Director ACCEPTED this ________ of __________, 2017. LYNWOOD PUBLIC FINANCING AUTHORITY __________________________ Authorized Officer EXHIBIT A FORM OF PURCHASER LETTER Lynwood Public Financing Authority Lynwood, California Stifel, Nicolaus & Company, Incorporated Los Angeles, California Re: Lynwood Public Financing Authority 2018 Bond Anticipation Notes Ladies and Gentlemen: The undersigned (the “Purchaser”) hereby acknowledges that it is purchasing $_________ aggregate principal amount of the Lynwood Public Financing Authority 2018 Bond Anticipation Notes (the “Notes”) issued pursuant to a an Indenture of Trust, dated as of December 1, 2017 (the “Indenture”), between the Lynwood Public Financing Authority (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. This letter is being provided pursuant to a Placement Agent Agreement, dated ______, 2017 (the “Placement Agreement”), between the Issuer and Stifel, Nicolaus & Company, Incorporated (the “Placement Agent”). The Purchaser acknowledges that the proceeds of the Notes will be used to finance certain streets and road improvements eligible for Measure R Local Return use. The Notes together with interest thereon shall be payable from Pledged Revenues. In connection with the sale of the Notes to the Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 1. The Purchaser has the authority and is duly authorized to purchase the Notes and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with its purchase of the Notes. 2. The Purchaser is (a) a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) an “accredited investor” as that term is defined in Regulation D under the Securities Act. 3. The Purchaser is purchasing the Notes for its own loan account and not with a view to, or for resale in connection with, any distribution of the Notes. However, the Purchaser may sell the Notes at any time the Purchaser deems appropriate, subject to the transfer restrictions set forth in the Notes and in the Indenture. The Purchaser understands that it may A-2 need to bear the risks of the Notes for an indefinite period of time, since a sale of the Notes, or any portion thereof, prior to maturity may not be possible. 4. The Purchaser understands that the Notes are not, and are not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that the Notes (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency, and (d) will be delivered in a form that may not be readily marketable. 5. The Purchaser acknowledges that it has either been supplied with or been given access to information, financial statements and other financial information, which it has requested from the Issuer and to which a reasonable lender would attach significance in making lending decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals, including its own counsel, concerning the Issuer and the Notes and the security therefor so that, as a reasonable lender, the Purchaser has been able to make a decision to fund the loan evidenced by the purchase of the Notes. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Notes. 6. The Purchaser acknowledges that the obligations of the Issuer under the Indenture are limited obligations of the Issuer and the Notes are secured by a pledge of, security interest in and lien on all of the Pledged Revenues and moneys in certain funds and accounts established under the Indenture. 7. The Purchaser has made its own inquiry and analysis with respect to the Notes and the security therefor, and other material factors affecting the security and payment of the Notes. The Purchaser is aware that there are certain economic and regulatory variables and risks that could adversely affect the security for the Notes. The Purchaser has reviewed the documents executed in conjunction with the issuance of the Notes, or summaries thereof, including, without limitation, the Indenture. 8. The Purchaser acknowledges and agrees that the Issuer takes no responsibility for, and makes no representation to the Purchaser, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Notes in violation of the provisions hereof, or any securities law or income tax law consequences thereof. The Purchaser also acknowledges that, with respect to the Issuer’s obligations and liabilities, the Purchaser is solely responsible for compliance with the transfer restrictions on the Notes in connection with any subsequent transfer of the Notes made by the Purchaser. 9. The Purchaser agrees that it is bound by and will abide by the provisions of the Indenture relating to transfer, the restrictions noted on the face of the Notes and this Purchaser Letter. The Purchaser also covenants to comply with all applicable federal and state securities laws, rules and regulations in connection with any resale or transfer of the Notes by the Purchaser. A-3 10. The Purchaser acknowledges that the purchase of the Notes is made in reliance upon the certifications, representations and warranties herein by the addressees hereto. 11. The interpretation of the provisions hereof shall be governed and construed in accordance with California law without regard to principles of conflicts of laws. 12. All representations of the Purchaser contained in this letter shall survive the issuance and delivery of the Notes to the Purchaser as representations of fact existing as of the date of execution and delivery of this Purchaser Letter. Date: ________, 2017 Very truly yours, Purchaser: By:_________________________________ Name:______________________________ Title:_______________________________ Agency RefCode Description J?S?Type Amount Approval Status FY 2018 Budget 12/5/2017 Contact Person: HEMPE, LORRY Lynwood Report Date: MEASURE R LOCAL RETURN - APPROVED PROJECTS NOTIFICATION Date Approved:December 13, 2017 Los Angeles County Metropolitan Transportation Authority 1.05 (New Bonds) Design of Various Streets (Pavement Management Pl N Y CAP 500,000 New 67.0121.05 Birch Street, Lugo Avenue, Platt Avenue Street Improvement N N CAP 595,000 New 67.0131.05 (New Bonds) Beechwood Avenue, Louise Street , and Nevada Stre N N CAP 500,000 New 67.9061.05 Slurry Seal Project N N CAP 0 As Amended 67.9071.05 Duncan Avenue Improvements N N CAP 130,000 As Amended 67.9081.05 (New Bonds) Olanda Street (Atlantic Ave. to Carlin Ave ) (Constru N N CAP 274,318 As Amended 67.9081.05 Olanda Avenue Improvements (Design)N N CAP 10,000 As Amended 67.9111.05 (New Bonds) Wright Road Improvements (Duncan Ave to Fernwoo N N CAP 1,333,981 As Amended 67.9111.05 Wright Road Improvements N N CAP 16,400 As Amended 67.9121.05 (New Bonds) Louise Avenue Improvements N N CAP 643,000 As Amended 67.9171.05 Trench Cut Repairs N N CAP 0 As Amended 67.921.05 Pavement Marking Improvements N N CAP 50,000 As Amended 68.0151.05 Various Street Improvements N N CAP 794,130 As Amended 68.0171.05 (Existing Bonds) Street Improvements N Y CAP 2,075,952 New 68.0251.05 Cape Seal N N CAP 0 As Amended 68.0261.05 Street Improvements N N CAP 130,000 As Amended 68.0141.20 LED Street Light Project N N CAP 0 As Amended 2352.951.90 Measure R Bond Debt Service Payment N N CAP 391,006 As Amended 67.8851.90 Trafic Signs Improvement Project N N OPS 0 As Amended 68.0363.05 ATP Cycle II Lynwood Community Linkage (Design)N N CAP 271,781 New 67.9133.90 Pedestrian Improvements Around Various Schools (HSIP)N N CAP 20,000 As Amended 2010.1887.90 SB 375 Preparation of Subregional SCS Y Y OPS 0 As Amended 2352.4057.90 Planning N N OPS 64,992 As Amended 8.10 Administration of Measure R Funds N N OPS 250,000 New 9.10 3% local funding N N 200,000 New 8,250,560Total ----------------------------------------- Prepared by Stifel Page 1 SOURCES AND USES OF FUNDS Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Dated Date 01/05/2018 Delivery Date 01/05/2018 Sources: Bond Proceeds: Par Amount 2,725,000.00 2,725,000.00 Uses: Project Fund Deposits: Project Fund 2,500,000.00 Other Fund Deposits: Capitalized Interest Fund 108,526.15 Delivery Date Expenses: Cost of Issuance 115,000.00 Other Uses of Funds: Additional Proceeds 1,473.85 2,725,000.00 Prepared by Stifel Page 2 BOND SUMMARY STATISTICS Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Dated Date 01/05/2018 Delivery Date 01/05/2018 Last Maturity 12/01/2019 Arbitrage Yield 2.090445% True Interest Cost (TIC) 2.090445% Net Interest Cost (NIC) 2.090000% All-In TIC 4.424699% Average Coupon 2.090000% Average Life (years) 1.906 Weighted Average Maturity (years) 1.906 Duration of Issue (years) 1.878 Par Amount 2,725,000.00 Bond Proceeds 2,725,000.00 Total Interest 108,526.15 Net Interest 108,526.15 Total Debt Service 2,833,526.15 Maximum Annual Debt Service 2,781,952.50 Average Annual Debt Service 1,486,981.65 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 2,725,000.00 100.000 2.090% 1.906 517.75 2,725,000.00 1.906 517.75 All-In Arbitrage TIC TIC Yield Par Value 2,725,000.00 2,725,000.00 2,725,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -115,000.00 - Other Amounts Target Value 2,725,000.00 2,610,000.00 2,725,000.00 Target Date 01/05/2018 01/05/2018 01/05/2018 Yield 2.090445% 4.424699% 2.090445% Prepared by Stifel Page 3 BOND PRICING Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Maturity Bond Component Date Amount Rate Yield Price Bond Component: 12/01/2019 2,725,000 2.090% 2.090% 100.000 2,725,000 Dated Date 01/05/2018 Delivery Date 01/05/2018 First Coupon 06/01/2018 Par Amount 2,725,000.00 Original Issue Discount Production 2,725,000.00 100.000000% Underwriter's Discount Purchase Price 2,725,000.00 100.000000% Accrued Interest Net Proceeds 2,725,000.00 Prepared by Stifel Page 4 BOND DEBT SERVICE Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2018 23,097.40 23,097.40 12/01/2018 28,476.25 28,476.25 51,573.65 06/01/2019 28,476.25 28,476.25 12/01/2019 2,725,000 2.090% 28,476.25 2,753,476.25 2,781,952.50 2,725,000 108,526.15 2,833,526.15 2,833,526.15 Prepared by Stifel Page 5 NET DEBT SERVICE Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Total Capitalized Net Annual Date Principal Interest Debt Service Interest Fund Debt Service Net D/S 06/01/2018 23,097.40 23,097.40 -23,097.40 12/01/2018 28,476.25 28,476.25 -28,476.25 06/01/2019 28,476.25 28,476.25 -28,476.25 12/01/2019 2,725,000 28,476.25 2,753,476.25 -28,476.25 2,725,000 2,725,000 2,725,000 108,526.15 2,833,526.15 -108,526.15 2,725,000 2,725,000 Prepared by Stifel Page 6 COST OF ISSUANCE Lynwood Public Financing Authority Bond Anticipation Notes, Series 2018 Cost of Issuance $/1000 Amount City Attorney 1.83486 5,000.00 Bond/Disclosure Counsel 16.51376 45,000.00 Placement Agent 11.00917 30,000.00 Municipal Advisor 7.33945 20,000.00 Government/Regulatory 1.83486 5,000.00 Trustee 1.83486 5,000.00 Contingency 1.83486 5,000.00 42.20183 115,000.00 Page 1 of 4 CITY OF LYNWOOD EXHIBIT “A” Maximum Rates for Services Residential Cart Service (both single and multi-family dwellings) Maximum Rate dwellings) (Monthly) (Effective 1-1-18) 64-gallon refuse cart $ 19.45 96-gallon refuse cart $ 19.85 Each additional 64-gallon refuse cart 50% of 64-gallon rate Each additional 64-gallon refuse cart 50% of 96-gallon rate Walkout service for eligible customers No Charge Walkout service for ineligible customers $ 27.50 Senior Citizen 64-gallon cart $ 15.65 Senior Citizen 96-gallon cart $ 16.30 Multi-Family Dwelling Bulky Item 3 yard Bin (Monthly) Maximum Rate (Effective 11-1-17) 1 x p/wk $ 181.50 2 x p/wk $ 357.50 3 x p/wk $ 536.80 4 x p/wk $ 716.10 5 x p/wk $ 895.40 6 x p/wk $1073.60 Single & Multi-Family Dwelling Bulky Item On-Call Service For each Bulky Item in excess of (5) – price per item $ 35.20 Commercial Refuse Carts: Rate Per Cart (Monthly) [96 gal only] 1 x p/wk $ 46.20 2 x p/wk $ 92.40 3 x p/wk $ 139.70 4 x p/wk $ 185.90 5 x p/wk $ 233.20 6 x p/wk $ 279.40 Recycling Carts 50% of above rates Commercial Refuse Bins: Rate Per Bin (Monthly) 1 x p/wk 1yd $ 106.70 2 x p/wk 1yd $ 209.00 3 x p/wk 1yd $ 310.20 4 x p/wk 1yd $ 412.50 5 x p/wk 1yd $ 514.80 6 x p/wk 1yd $ 545.60 7 x p/wk 1yd $ 718.30 Recycling Bins 50% of above rates Page 2 of 4 CITY OF LYNWOOD EXHIBIT “A” Maximum Rates for Services Commercial Refuse Bins: Rate Per Bin (Monthly) 1 x p/wk 2yd $ 130.90 2 x p/wk 2yd $ 256.30 3 x p/wk 2yd $ 383.90 4 x p/wk 2yd $ 512.60 5 x p/wk 2yd $ 640.20 6 x p/wk 2yd $ 768.90 7 x p/wk 2yd $ 907.50 Recycling Bins 50% of above rates Commercial Refuse Bins: Rate Per Bin (Monthly) 1 x p/wk 3yd $ 181.50 2 x p/wk 3yd $ 357.50 3 x p/wk 3yd $ 536.80 4 x p/wk 3yd $ 716.10 5 x p/wk 3yd $ 895.40 6 x p/wk 3yd $1073.60 7 x p/wk 3yd $1263.90 Recycling Bins 50% of above rates Commercial Refuse Bins: Rate Per Bin (Monthly) 1 x p/wk 4yd $ 202.40 2 x p/wk 4yd $ 399.30 3 x p/wk 4yd $ 597.30 4 x p/wk 4yd $ 797.50 5 x p/wk 4yd $ 996.60 6 x p/wk 4yd $1196.80 7 x p/wk 4yd $1408.00 Recycling Bins 50% of above rates Commercial Refuse Bins: Rate Per Bin (Monthly) 1 x p/wk 6yd $ 261.80 2 x p/wk 6yd $ 519.20 3 x p/wk 6yd $ 779.90 4 x p/wk 6yd $1039.50 5 x p/wk 6yd $1300.20 6 x p/wk 6yd $1559.80 7 x p/wk 6yd $1830.40 Recycling Bins 50% of above rates Scout / Push Out Service (Monthly) Per Bin Per Day $ 22.00 Page 3 of 4 CITY OF LYNWOOD EXHIBIT “A” Maximum Rates for Services Locking Bins Installation $ 55.00 Monthly - Per Bin Per Day $ 27.50 Each Extra “Dump” Commercial Refuse Bin 1yd $ 26.40 Commercial Refuse Bin 2yd $ 31.90 Commercial Refuse Bin 3yd $ 44.00 Commercial Refuse Bin 4yd $ 49.50 Commercial Refuse Bin 6yd $ 63.80 Commercial Roll Off Boxes Transport Rates per pull per Box (Monthly “Permanent Service”) 10 yd Roll Off $ 354.20 15 yd Roll Off $ 354.20 20 yd Roll Off $ 354.20 30 yd Roll Off $ 354.20 40 yd Roll Off $ 354.20 20 yd Compactor $ 390.50 30 yd Compactor $ 390.50 40 yd Compactor $ 390.50 Additional Roll Off Charges WRR Per Ton Processing/Disposal Charge Applicable to All Commercial and Temporary Roll Off Boxes Pass Thru 3rd Party Per Ton Processing/Disposal Charge Applicable to All Commercial and Temporary Roll Off Boxes Pass Thru Relocation $ 143.00 Dead Run $ 143.00 Demurrage Fee – Per Roll Off Box Per Day After 7 Days $ 18.00 Saturday Service – per pull (Transport Only) $ 354.20 Barricade Service $ 136.25 Temporary Bins (price per number of services per week) 1 x p/wk 3yd $ 207.90 2 x p/wk 3yd $ 393.80 3 x p/wk 3yd $ 579.70 4 x p/wk 3yd $ 766.70 5 x p/wk 3yd $ 952.60 6 x p/wk 3yd $1138.50 Temporary Bins (applicable to a single drop off and collection) 3yd $ 247.50 Page 4 of 4 CITY OF LYNWOOD EXHIBIT “A” Maximum Rates for Services Temporary Service – Roll Off Boxes (price per pull) 10 yd Roll Off $ 354.20 15 yd Roll Off $ 354.20 20 yd Roll Off $ 354.20 30 yd Roll Off $ 354.20 40 yd Roll Off $ 354.20 Additional Steam Cleaning Bins $ 81.40 Roll Off Box $ 247.50 Commercial Bulky Item Service First 2 Items $ 82.50 Each Additional Item $ 41.80 Commercial AB1826 Organics Collection 48- gallon Food Waste Carts 1 x p/wk $ 53.36 2 x p/wk $ 103.72 3 x p/wk $ 158.80 Additional Fees Late Fee 1.5% Per Month Restart Fee $ 61.00 NSF Fee Charge – Per Occurrence $ 48.00 Bin Enclosure Cleaning Fee – Per Occurrence $ 54.90 Additional Sharps Kit Each after 1 free per 3 months $ 49.03 96 gallon - Cart Replacement $ 60.00 64 gallon - Cart Replacement $ 52.00 Recycling/Organics Contamination Fee 10% of Monthly Rate RESOLUTION NO. 2018:______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, AUTHORIZING THE ADJUSTMENT TO SOLID WASTE HAULING FEES PURSUANT TO THE MAXIMUM PROPOSED RATE SCHEDULE FOR SOLID WASTE HANDLING SERVICE, EFFECTIVE JANUARY 3, 2018 WHEREAS, the City received a request for proposed solids waste rate increases from the City’s waste hauler Waste Resources, Inc. (“WRI”); and WHEREAS, solid waste fees have not yet been adjusted under the Agreement with WRI since 2013; and WHEREAS, notices of the proposed rate increases were sent out to property owners and customers advising them of their right to protest the proposed rate increase; and WHEREAS, the City received a total of ________ timely-filed protests. WHEREAS, Of those timely-filed protests received, _______ valid protests were submitted by record owners of one or more of the ________ parcels mailed protest notices. WHEREAS, after a duly noticed public hearing on January 2, 2018, and upon validation by the City Clerk that a majority protest does not exist to the proposed solid waste fee increases. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD HEREBY RESOLVES AS FOLLOWS: Section 1. By approval of this Resolution, the City Council of the City of Lynwood hereby approves the attached “MAXIMUM PROPOSED RATE SCHEDULE FOR SOLID WASTE HANDLING SERVICE, EFFECTIVE NOVEMBER 3, 2018.” Section 2. By this action, the City Council confers authorization to the Mayor to execute any form, in a form approved by Special Counsel, for implementation of this Resolution. Section 3. That the City Clerk shall certify to the adoption of this Resolution and the same shall be in full force and effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 2nd day of January 2018. Jose Luis Solache, Mayor ATTEST: Maria Quiñonez, City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: H. Francisco Leal, Special Counsel Alma K. Martinez, City Manager RESOLUTION NO. 2018:______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, DENYING THE RATE ADJUSTMENTS TO SOLID WASTE HAULING FEES DUE TO A VALID PROTEST WHEREAS, the City received a request for proposed solids waste rate increases from the City’s waste hauler Waste Resources, Inc. (“WRI”); and WHEREAS, solid waste fees have not yet been adjusted under the Agreement with WRI since 2013; and WHEREAS, notices of the proposed rate increases were sent out to property owners and customers advising them of their right to protest the proposed rate increase; and WHEREAS, the City received a total of ________ timely-filed protests. WHEREAS, Of those timely-filed protests received, _______ valid protests were submitted by record owners of one or more of the ________ parcels mailed protest notices. WHEREAS, after a duly noticed public hearing on January 2, 2018, and upon validation by the City Clerk that a majority protest exists to the proposed solid waste fee increases. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD HEREBY RESOLVES AS FOLLOWS: Section 1. By approval of this Resolution, the City Council of the City of Lynwood hereby denies the proposed rate increase. Section 2. By this action, the City Council confers authorization to the Mayor to execute any form, in a form approved by Special Counsel, for implementation of this Resolution, including Amendment to the previously approved First Amended Solid Waste Handling Services Agreement, approved by the City Council on November 15, 2017 contingent on the protest hearing. Section 3. That the City Clerk shall certify to the adoption of this Resolution and the same shall be in full force and effect immediately upon its adoption. [Continue on next page] PASSED, APPROVED and ADOPTED this 2nd day of January 2018. Jose Luis Solache, Mayor ATTEST: Maria Quiñonez, City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT: H. Francisco Leal, Special Counsel Alma K. Martinez, City Manager RESOLUTION NO. ________________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE USE OF THE LYNWOOD SENIOR CENTER AND ALLOCATING $750 FOR THE 2018 MAYOR’S CLERGY BREAKFAST WHEREAS, a request was made by local members of the clergy to the Office of the Mayor to improve lines of communication to City Hall that resulted in the forming of a new Lynwood Clergy Council; and WHEREAS, the purpose of the event is to inaugurate the Clergy Council, for the Mayor of the City of Lynwood to present his community vision and to further open lines of communication between City Hall and the community at-large; and WHEREAS, the City has determined that this event serves an important public purpose; and WHEREAS, the event will take place on Saturday, January 6, 2018 from 8:00 a.m. to 10:00 a.m. (7:00 a.m. to 11:00 a.m. inclusive of set-up and breakdown periods). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Lynwood finds and declares that the foregoing recitals are true and correct, and incorporate said recitals fully into this Resolution as substantive findings. Section 2. The City Council approves the use of the requested City facility and event support in the form of event production by staff. Section 3. The City Council approves an allocation to support the 2018 event in the amount of $750 from authorizes Account # 1011.25.205.67399 as the funding source. Section 4. The City Council further finds that the request serves the important public purpose of having significant community benefit through education and outreach to the Lynwood community. Section 5. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED THIS 2nd day of January, 2018. __________________________ Jose Luis Solache, Mayor ATTEST: ___________________________ __________________________ Maria Quinonez, City Clerk Alma K. Martinez, City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT: ___________________________ __________________________ Noel Tapia, City Attorney Mark Flores, Director Recreation & 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 said City at its regular meeting thereof held in the City Hall of the City on the _________day of____________, 2018 and passed by the following vote: AYES: NOES: ABSTAIN: ABSENT: __________________________ 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 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 ______ day of ________________, 2018. ___________________________ City Clerk, City of Lynwood RESOLUTION NO. _______________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE ADDITION OF TWO TECHNICIANS, ONE FOR THE CITY MANAGER'S OFFICE AND THE OTHER FOR THE CITY CLERKS OFFICE, RESPECTIVELY AND AUTHORIZING THE APPROPRIATION OF $108,708 FROM THE UNAPPROPRIATED GENERAL FUND TO FUND THE POSITIONS WHEREAS, an June 27, 2017, the City Council approved the FY 2017-18 budget, reflecting current and new positions; and WHEREAS, the addition of a Technician for the City Manager's Office and Technician for the City Clerks Office were not identified and/or needed at that time; and WHEREAS, a need currently exists for the addition of a Technicians in both the City Managers and City Clerks Office. The additional positions will enable the departments to function more efficiently, better manage day-to-day operations, and meet the needs of the internal and external public; and WHEREAS, the recommended addition of the positions is subject to all personnel rules and procedures and meet and confer requirements; and WHEREAS, the estimated cost to fund these positions for six months is $108,708; and WHEREAS, an appropriation from the unappropriated General Fund is needed to cover the cost of these positions. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, ORDER, AND RESOLVE AS FOLLOWS: Section 1. That the City Council authorizes the appropriation of $108,708 to the respective salary and benefit line items for the respective departments. Section 2. This resolution shall become effectively immediately upon its adoption. PASSED, APPROVED AND ADOPTED THIS 2nd day of January 2018. ______________________________ José Luis Solache Mayor ATTEST: ___________________________ ______________________________ Maria Quinonez Alma K. Martinez City Clerk City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT: ___________________________ ______________________________ Noel Tapia José Ometeotl City Attorney Finance Director RESOLUTION NO. ________________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE USE OF BATEMAN HALL AUDITORIUM AND ROOM #1 AND EVENT PLANNING ASSISTANCE AND ALLOCATING $2,000 IN FINANCIAL SUPPORT FOR THE 2018 CELEBRATION OF PERSONS WITH SPECIAL NEEDS EVENT WHEREAS, a request was made by local community-based organization Angeles Especiales (Special Angels) for City support of the annual Celebration of Persons with Special Needs event through the use of Bateman Hall’s Auditorium and Room #1 and an additional financial sponsorship; and WHEREAS, the purpose of the event is to host a community celebration of all persons with special needs; and WHEREAS, the City has provided the requested support to the event yearly since 2010; and WHEREAS, the City has determined that this event serves an important public purpose; and WHEREAS, the event will take place on Sunday, February 25, 2018 from 10:00 a.m. to 2:00 p.m. (7:00 a.m. to 3:00 p.m. inclusive of set-up and breakdown periods). NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Lynwood finds and declares that the foregoing recitals are true and correct, and incorporate said recitals fully into this Resolution as substantive findings. Section 2. The City Council approves the use of the requested City facilities and event support in the form of event publicity and professional event planning by staff. Section 3. The City Council approves financial support of the 2018 event in the amount of $2,000 and authorizes the City Manager and the Finance Department to identify an appropriate source account. Section 4. The City Council further finds that the request serves the important public purpose of celebrating its residents with special needs and educating the Lynwood community. Section 5. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED THIS 2nd day of January, 2018. __________________________ Jose Luis Solache, Mayor ATTEST: ___________________________ __________________________ Maria Quinonez, City Clerk Alma K. Martinez, City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT: ___________________________ __________________________ Noel Tapia, City Attorney Mark Flores, Director Recreation & 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 said City at its regular meeting thereof held in the City Hall of the City on the _________day of____________, 2018 and passed by the following vote: AYES: NOES: ABSTAIN: ABSENT: __________________________ 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 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 ______ day of ________________, 2018. ___________________________ City Clerk, City of Lynwood RESOLUTION NO. ________________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE USE OF A DESIGNATED CITY FACILITY MEETING ROOM TO HOST COMMUNITY MEETINGS RELATED TO THE DEVELOPMENT OF THE 710 FREEWAY AND OTHER ENVIRONMENTAL ISSUES FROM FEBRUARY TO NOVEMBER 2018 AND WAIVING THE RENTAL FEES VALUED AT UP TO $900 WHEREAS, a request was made by the East Yard Communities for Environmental Justice (EYCEJ) to host series of monthly community meetings on environmental issues in 2018; and WHEREAS, the purpose of the meetings is to give Lynwood residents and the public of the southeast area an opportunity to learn about critical environmental issues related to the development of 710 Freeway and the ports; and WHEREAS, the meetings are proposed to take place on the fourth Thursday of every month from February to November 2018 from 6:00 p.m. to 8:00 p.m. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Lynwood finds and declares that the foregoing recitals are true and correct, and incorporate said recitals fully into this Resolution as substantive findings. Section 2. The City Council approves the use of a suitable meeting facility and authorizes staff to identify a facility space for hosting the series of meetings, with consideration to the minimizing of impact to existing City programming. Section 3. The City Council approves the use of a City facility and the waiver of rental fees valued in the total amount of up to $900 for the period. Section 4. The City Council further finds that the request serves the important public purpose of educating Lynwood residents, community-wide. Section 5. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED THIS 2nd day of January, 2018. __________________________ Jose Luis Solache, Mayor 2 ATTEST: ___________________________ __________________________ Maria Quinonez, City Clerk Alma K. Martinez, City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT: ___________________________ __________________________ Noel Tapia, City Attorney Mark Flores, Director Recreation & Community Services 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 said City at its regular meeting thereof held in the City Hall of the City on the _________day of____________, 2018 and passed by the following vote: AYES: NOES: ABSTAIN: ABSENT: __________________________ 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 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 ______ day of ________________, 2018. ___________________________ City Clerk, City of Lynwood RESOLUTION._____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR OR DESIGNEE TO EXECUTE AN AGREEMENT WITH CITIZENSERVE TO IMPLEMENT AND CONFIGURE A COMPREHENSIVE COMMUNITY DEVELOPMENT SOFTWARE SOLUTION TO STREAMLINE AND ENHANCE DEPARTMENT OPERATIONS WITH CAPABILITIES DEFINED IN THE BID RECEIVED ON DECEMBER 7, 2017 THAT WILL NOT EXCEED $50,000 FOR IMPLEMENTATION AND $22,500 ANNUALLY FOR 15 USER LICENSES WHEREAS, the Community Development Department consists of the following divisions: Planning, Building and Safety, Code Enforcement, Animal Control, Parking Control, and Housing; and WHEREAS, the Department’s divisions are currently working in silos using various technologies and recommends a comprehensive solution to streamline and enhance department operations; and WHEREAS, the goal of this item is to enhance and streamline business operations through the use of technology to manage the planning process, building permits, and business licenses.; and WHEREAS, On November 15, 2017, Council authorized the release of a request for proposals (RFP) for a comprehensive Community Development software solution; and WHEREAS, Staff published the RFP on the City's website and local newspaper and received six proposals; and WHEREAS, online filing of applications, reviews, resubmittals, and plans can be reviewed by architects, contractors, staff, and residents in real time that will help boost efficiency; and WHEREAS, offering residents and businesses the ability to submit and pay for permit applications has been a function that has been lacking in the City that will be addressed by this solution; and WHEREAS, providing e-government solutions by offering an online web presence will increase efficiency and help staff manage ever increasing workloads; and WHEREAS, a selection committee was formed to carefully review each proposal and ultimately selected CitizenServe based on the capabilities, cost, and vendor references; and WHEREAS, the cost to implement this solution will not exceed $50,000 with an annual license fee of $22,500 for 15 users. 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS: Section 1. That the Mayor or designee is authorized to execute an agreement with CitizenServe to implement and configure a Comprehensive Community Development software solution to streamline and enhance department operations; and Section 2. That this Resolution shall take effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 2nd day of January, 2018. ______________________________ José Luis Solache Mayor ATTEST: ___________________________ ______________________________ María Quiñónez Alma K. Martinez City Clerk City Manager APPROVED AS TO FORM: APPROVED AS TO CONTENT: __________________________ ______________________________ Noel Tapia John Yonai City Attorney Interim Director of Community Development