HomeMy Public PortalAbout2022-07-19-LSAThis Agenda contains a brief general description of each item to be considered. Copies of the Staff reports or
other written documentation relating to each item of business referred to on the Agenda are on file in the Office of
the City Clerk and are available for public inspection. Any person who has a question concerning any of the
agenda items may call the City Manager at (310) 603-0220, ext. 200.
Procedures for Addressing the Council
IN ORDER TO EXPEDITE CITY COUNCIL BUSINESS, WE ASK THAT ALL PERSONS WISHING TO ADDRESS THE
COUNCIL SUBMIT YOUR COMMENTS IN ADVANCE TO CITYCLERK@LYNWOOD.CA.US OR FILL OUT A FORM
PROVIDED AT THE PODIUM, AND TO TURN IT IN TO THE CITY CLERK PRIOR TO THE START OF THE
MEETING. FAILURE TO FILL OUT SUCH A FORM WILL PROHIBIT YOU FROM ADDRESSING THE COUNCIL IN
THE ABSENCE OF THE UNANIMOUS CONSENT OF THE COUNCIL.
AGE N D A
City of Lynwood as Succe ssor Age ncy
to the Lynwood Re de v e lopme nt Agency
TO BE HE L D ON
July 19, 2022
CO U N C I L C H A MB ERS - 11350 BULLI S RD. LY NWOOD, CA 90262 or We b
confe rence via ZOO M - To participate v ia Zoom or by telephone : 1-669-900-9128
or 1-253-215-8782 Mee ting I D: 835 2029 8238
Duly Poste d on 7/16/2022 By MQ
6:00 PM
1.C ALL TO OR D ER
2.C E R T IF IC ATION OF AGE N D A P OS T IN G B Y S E C R E TARY
3.R OL L C AL L OF ME MB E R S
J orge C asanova, Mayor
J ose L uis S olache, Mayor P ro Tem
Oscar F lores, C ouncil Member
Mari sela S antana, C ouncil Member
Ri ta S oto, C ouncil Member
P U B L IC OR AL C OMMU N IC AT ION S
(Regarding Agenda Items Only)
N ON-AGE N D A P U B LIC OR AL C OMMU N IC AT ION S
THIS PORTION PROVIDES AN OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE LYNWOOD SUCCESSOR
AGENCY ON ITEMS WITHIN THE JURISDICTION OF THE LYNWOOD SUCCESSOR AGENCY AND NOT LISTED
ON THE AGENDA. IF AN ITEM IS NOT ON THE AGENDA, THERE SHOULD BE NO SUBSTANTIAL DISCUSSION
OF THE ISSUE BY LYNWOOD SUCCESSOR AGENCY, BUT LYNWOOD SUCCESSOR AGENCY MAY REFER THE
Lynwood Successor Agency - Page 1 of 130
MATTER TO STAFF OR SCHEDULE SUBSTANTIVE DISCUSSION FOR A FUTURE MEETING. (The Ralph M.
Brown Act, Government Code Section 54954.2 (a).)
C ON SEN T C AL E N D AR
ALL MATTERS LISTED UNDER THE CONSENT CALENDAR WILL BE ACTED UPON BY ONE MOTION
AFFIRMING THE ACTION RECOMMENDED ON THE AGENDA. THERE WILL BE NO SEPARATE DISCUSSION ON
THESE ITEMS PRIOR TO VOTING UNLESS MEMBERS OF THE COUNCIL OR STAFF REQUEST SPECIFIC
ITEMS TO BE REMOVED FROM THE CONSENT CALENDAR FOR SEPARATE ACTION.
4.T R E AS U R E R'S MON T H LY IN V E S T ME N T R E P OR T
Comments:
The purpose of this item is to have the Honorable Mayor and the Lynwood C ity C ouncil, as
S uccessor to Lynwood Redevelopment B oard revi ew the Treasurer ’s Monthly Investment Report
as requi red by S tate S tatutes. (C T)
Recommendation:
The following i s the Investment Report for the month ending June 30, 2022. This report is
provi ded to ensure the C ity C ouncil is informed of the D epartment’s investment activities. The
report satisfies the recommended reporting requirements of the C ity of Lynwood, which
addresses the C ity C ouncil’s request for monthly financi al i nformation.
It is recommended that the C ity C ouncil for the C ity of Lynwood receive and file the attac hed Monthly
Investment R eport.
N E W/OLD B U S IN E S S
5.AP P R OV IN G R ESOLU T ION N O. ______OF T H E S U C C E S S OR AGE N C Y TO T H E
LYN WOOD R E D EVEL OP ME N T AGE N C Y AP P R OV IN G TH E ISSU AN C E OF
R E FU N D IN G B ON D S IN OR D E R TO R E FU N D C E R TAIN OU T S TAN D IN G B ON D S
OF T H E D IS SOLVED LYN WOOD R E D E V E L OP ME N T AGEN C Y, AP P R OV IN G T H E
E X E C U T ION AN D D EL IV E RY OF AN IN D E N TU R E OF T R U S T AN D P R OV ID IN G
F OR OT H E R MATT E R S P R OP E R LY R E L ATIN G TH E R ETO
Comments:
The S uccessor A gency was established to wind down the business affairs of the former Lynwood
Redevelopment A gency (“F ormer A gency”) after redevelopment A gencies were dissolved in the
S tate. The C ity C ouncil acts as the Governing B oard of the S uccessor A gency, and as such is
required to approve activities of the S uccessor A gency. The F ormer RD A issued its (i )
$18,480,000 Tax A llocation B onds (P roject A rea A –S ubordinate L i en), 2011 S eries A and i ts (i i )
$5,660,000 Taxable Tax A llocati on B onds (Housing P rojects–S ubordinate L i en), 2011 S eries B
on March 9, 2011, and the S uccessor A gency issued i ts (iii) $9,785,000 in L ocal Obligations to
the C ounty of L os A ngeles Redevelopment Refundi ng A uthority as part of the Refundi ng
A uthori ty’s $78,405,000 Tax A llocation refundi ng B onds, S eries 2013D , on D ecember 24, 2013
and its (iv) $810,000 i n L ocal Obli gati ons to the C ounty of L os A ngeles Redevelopment
Refundi ng A uthority as part of the Refunding A uthori ty’s $810,000 Tax A llocation refunding B onds,
S eri es 2013F, on D ecember 24, 2013. The 2011 S eries A TA B s are currently outstanding in the
amount of $11,775,000, the 2011 S eries B TA B s are currently outstanding in the amount of
$3,660,000, the 2013 S eri es D L ocal Obligation TA B s are currently outstanding in the amount of
$5,630,000, and the 2013 S eries F L ocal Obli gati on TA B s are currently outstanding in the
amount of $250,000. (F IN)
Recommendation:
It is recommended C ity C ouncil approve the attached Resolution No. ______ entitled, “A
RE S O L UTION OF THE S UC C E S S OR A G E NC Y TO THE LYNW O OD
RE D E V E L OP ME NT A GE NC Y A P P RO V IN G THE IS S UA NC E OF RE F UND ING B OND S
IN ORD E R TO R E F UND C E RTA IN O UTS TA ND ING B OND S OF THE D IS S OLV E D
Lynwood Successor Agency - Page 2 of 130
LYNW O OD RE D E V E L OP M E NT A G E NC Y, A P P RO V IN G THE E X E C UTIO N A ND
D E L IV E RY OF A N IN D E NTURE O F TRUS T A ND P RO V ID ING F OR O THE R M ATTE RS
P RO P E RLY RE L ATING THE RE TO.”
AD J OU R N ME N T
C ITY O F LYN W OO D A S S UC C E S S O R A GE NC Y TO THE LYNW OO D R E D E V E L O P M E NT
A G E NC Y M E E TINGS W IL L B E P O S TE D A S NE E D E D . THE NE X T M E E TING W IL L B E HE L D
IN THE C OUNC IL C HA M B E RS O F C ITY H A L L A NNE X , 11350 B UL L IS RO A D , C ITY OF
LYNW O OD , C A L IF ORNIA .
Lynwood Successor Agency - Page 3 of 130
A genda I tem # 4.
AGENDA STAF F REPORT
D AT E: J uly 19, 2022
TO: Honorable Mayor and Members of Lynwood C ity C ouncil, as S uccessor to Lynwood
Redevelopment B oard
AP P R OV E D B Y: E rnie Hernandez, C ity Manager
P R E PAR E D B Y: Gabriela C amacho, C ity Treasurer
S heila Harding, D eputy C ity Treasurer
S U B J E C T: TRE A S URE R'S M O N TH LY INV E S TME NT RE P ORT
Recommendation:
The followi ng i s the Investment Report for the month endi ng J une 30, 2022. This report is provided to ensure the
C ity C ouncil is i nformed of the D epartment’s investment activi ti es. The report satisfies the recommended
reporting requirements of the C i ty of Lynwood, which addresses the C ity C ouncil’s request for monthly fi nancial
information.
It is recom mended that the C ity C ouncil for the C ity of Lynwood rec eive and file the attached Monthly Investment R eport.
Background:
Government C ode S ection 53607, last amended 1996, with reference to the reporting of investment transacti ons
states that the Treasurer shall make a monthly report of those transacti on to the legislative body. Government
C ode S ection 53646 (b) (1), last amended 2004, with reference to discussion related to establishment of an
Investment P olicy and i nvestment reporting states that “the Treasurer may render a quarterly report”. To determi ne
the applicable code inasmuch as reference to Government C ode S ection 53607 or non-compli ance thereof has
never been included i n past audit findings. While Government C ode S ection 53646 (b) (1) which is the most
current version related to Investment Reporting utilizes the word “may” indicating the reporting mechanism is
optional, to err on the side of caution, and in order to ensure that we are in compliance with all Government C odes,
a new procedure of submitting monthly reports to the C ouncil/A gency agenda was implemented. A ttached for
C ouncil/A gency revi ew is the C ity’s/A gency’s Monthly Treasurer ’s Report.
S ubsequent reports will be provided on a monthly basis at the second meeting of each month.
Discussion and Analysis:
Lynwood Successor Agency - Page 4 of 130
The investment transactions were executed i n accordance with the C ity's Investment P olicy and the C ali forni a
S tate Government C ode S ection 5346(b)(3) that requires the general fund is able to meet its expenditure
requirements for the next six months.
Fiscal Impact:
The action recommended in this report will not have a fiscal impact on the C ity.
Coordinated With:
F HN F inanci al Main S treet A dvisors currently monitors the C ity’s i nvestment activities.
AT TAC H ME N T S:
Description
AC TIV IT Y & P E R F OR MAN C E R E P OR T - J U N E 2022
F H N R E P OR T - JU N E 2022
E C ON OMIC R E P OR T - J U N E 2022
Lynwood Successor Agency - Page 5 of 130
ACTIVITY & PERFORMANCE SUMMARY
JUNE 2022
1
The following is the City’s cash flow and the monthly investment report. The monthly report includes a summary
of the City’s investment portfolio, a monthly review of the investment market as prepared by the investment
managers and detailed information on monthly transactions, cash flows and investments by issuer.
FHN Investment Advisors manage the portion of investments not invested by LAIF (State Local Agency Investment
Fund).
The tables below provide key statistics regarding the City’s cash flow and investment portfolio as of June 30, 2022.
Type Balances Held
Cash - US Bank $ 61,579,681.00
Cash - JPMorgan Chase Bank $ 7,592,849.00
Local Agency Investment Fund $ 9,545,267.55
FHN Investment Advisors/BNY $ 16,024,088.42
TOTAL $ 94,741,885.97
FHN ACCOUNT SUMMARY
June 2022 May 2022
Market Value $25,569,356 $25,667,117
Book Value $26,264,220 $26,254,319
Variance -$694,864 -$587,202
Par Value $26,223,310 $26,209,933
Net Asset Value $97.35 $97.76
Book Yield 1.20% 1.13%
Market Yield 2.32% 1.87%
Years to Maturity 1.55 1.55
Effective Duration 1.44 1.45
FHN INVESTMENT COMPLIANCE
% %
Company Book Value of Portfolio of Total
US Treasuries 6,501,539.61 24.75% 100%
US Federal Agencies 3,822,640.27 14.55% 100%
Supranational Obligations 0.00 0% 30%
LAIF 9,545,267.55 36.36 100%
Commercial Paper 349,980.55 1.33 25%
Money Market Funds 556,042.84 2.12 20%
Negotiable Certificates of Deposit 3,471,133.37 13.22 30%
Corporate Obligations 2,017,615.41 7.68 30%
State and Local Governments 0.00 0% 100%
Lynwood Successor Agency - Page 6 of 130
ACTIVITY & PERFORMANCE SUMMARY
JUNE 2022
2
All of the City’s rated investments were rated “A” or higher by at least two rating agencies on June 30, 2022.
The City’s investments comply with its current investment policy, which emphasizes the safety, liquidity, and
return of its investments, allowing the city to meet its expenditures for the next six months.
FHN INCOME EARNED SUMMARY
June Month End Fiscal Year to Date
Interest
Interest Received/Purchased. 11,382.08 272,079.90
Plus Accrued Interest at End of Period 56,809.32 56,809.32
Less Accrued Interest at Beginning of Period -47,208.79 -67,702.76
Interest Earned During Period 20,982.61 261,186.46
Total Adjustments for Amortization/Accretion -1,481.69 -19,025.05
Total Capital Gains or Losses 0.00 0.00
Total Earnings During Period 19,500.92 242,161.41
PURCHASES & MATURITIES
PURCHASE(S)
SETTLEMENT
DATE NAME
TRANSACTION
TYPE ISSUER PAR VALUE
MARKET
VALUE RATING
6/9/2022 Amazon Purchase Corp Bond 248,005.00 244,702.50 A1/AA
REDEMPTION(S)
MATURITY
DATE NAME
TRANSACTION
TYPE ISSUER REDEMPTION
COUPON
RATE INTEREST
6/13/2022 Flagstar Bank Mature
Cert of
Deposit 248,000.00 2.50% 3,091.51
Lynwood Successor Agency - Page 7 of 130
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Amortizing Page 2
Portfolio Summary
City of Lynwood 6/30/2022
SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (MOODY'S)
ACCOUNT SUMMARY MONTH-END PORTFOLIO BOOK YIELD TOP ISSUERS
6/30/22 5/31/22 Issuer % Portfolio
Market Value $25,569,356 $25,667,117 LAIF 36.3%
Book Value $26,264,220 $26,254,319 U.S. Treasury 24.8%
Variance -$694,864 -$587,202 FHLB 6.2%
FNMA 3.8%
Par Value $26,223,310 $26,209,933 FFCB 2.7%
Goldman Sachs Govt MMF 2.1%
Net Asset Value $97.35 $97.76 JPMorgan 1.9%
FHLMC 1.9%
Book Yield 1.20%1.13%Royal Bank of Canada 1.3%
Exxon Mobil 1.0%
Market Yield 2.32%1.87%Toyota 1.0%
US Bancorp 1.0%
Years to Maturity 1.55 1.55 New York Life 1.0%
Charles Schwab 0.9%
Effective Duration 1.44 1.45 Amazon 0.9%
Ju
l
-
2
1
Au
g
-
2
1
Se
p
-
2
1
Oc
t
-
2
1
No
v
-
2
1
De
c
-
2
1
Ja
n
-
2
2
Fe
b
-
2
2
Ma
r
-
2
2
Ap
r
-
2
2
Ma
y
-
2
2
Ju
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-
2
2
0.60%
0.70%
0.80%
0.90%
1.00%
1.10%
1.20%
1.30%
1.3%
2.1%
7.7%
13.2%
14.6%
24.8%
36.3%
CP
MMF
CORP
CD
AGY
TSY
LAIF
100%75%50%25%0%
48.3%
13.3%13.3%15.2%
9.9%
0-1Y 1-2Y 2-3Y 3-4Y 4-5Y+
0%
10%
20%
30%
40%
50%
60%
70%
49.6%
2.9%
2.9%
1.0%
42.4%
1.3%
NR
A3
A2
A1
Aa3
Aa2
Aa1
Aaa
P-1
100%75%50%25%0%
2Lynwood Successor Agency - Page 8 of 130
Run Date: 7/11/2022 - 11:47 AM
Amortizing Page 3
Investment Policy Compliance
City of Lynwood 6/30/2022
Category Book Value % of Portfolio % Allowed by Policy In ComplianceReserved row
US Treasuries 6,501,539.61 24.75%100%Yes
US Federal Agencies 3,822,640.27 14.55%100%Yes
Supranational Obligations 0.00 0.00%30%Yes
Commercial Paper 349,980.55 1.33%25%Yes
Money Market Funds 556,042.84 2.12%20%Yes
Negotiable Certificates of Deposit 3,471,133.37 13.22%30%Yes
Corporate Obligations 2,017,615.41 7.68%30%Yes
State and Local Governments 0.00 0.00%100%Yes
Total 16,718,952.06 63.70%
Other Metrics Portfolio Metric In Compliance
Weighted Average Maturity 1.55 Less than 3.0 Years Yes
Liquidity 48.32%30% Under 365 Days Yes
Ratings Yes
3Lynwood Successor Agency - Page 9 of 130
Run Date: 7/11/2022 - 11:47 AM
Amortizing Page 12
Historical Earnings & Book Return Performance
City of Lynwood 6/30/2022
Fiscal YTD ($K)Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
FY 2020 $65.050 $31.666 $187.208 $249.056 $303.058 $354.899 $410.103 $456.891 $498.400 $552.596 $586.799 $623.500
FY 2021 $35.200 $66.215 $94.922 $120.389 $147.318 $173.870 $199.724 $223.094 $247.869 $271.162 $294.542 $316.873
FY 2022 $18.153 $37.347 $56.010 $82.204 $100.760 $118.668 $142.482 $159.901 $178.121 $203.773 $222.371 $242.161
Fiscal YTD Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Book Return 0.77%0.78%0.81%0.90%0.89%0.88%0.90%0.90%0.89%0.92%0.91%0.91%
Fiscal Year-To-Date Earnings
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
$0
$100
$200
$300
$400
$500
$600
$700
Th
o
u
s
a
n
d
s
FY 2020
FY 2021
FY 2022
Fiscal Year-To-Date Book Return
Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
11Lynwood Successor Agency - Page 10 of 130
Run Date: 7/11/2022 - 11:47 AM
Amortizing Page 13
Historical Yield At Cost vs Benchmark
City of Lynwood 6/30/2022
Month-End Yield At Cost vs Benchmark
Ju
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7
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1
7
Oc
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1
7
De
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1
7
Fe
b
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1
8
Ap
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1
8
Ju
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8
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1
8
Oc
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1
8
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1
8
Fe
b
-
1
9
Ap
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-
1
9
Ju
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1
9
Au
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-
1
9
Oc
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-
1
9
De
c
-
1
9
Fe
b
-
2
0
Ap
r
-
2
0
Ju
n
-
2
0
Au
g
-
2
0
Oc
t
-
2
0
De
c
-
2
0
Fe
b
-
2
1
Ap
r
-
2
1
Ju
n
-
2
1
Au
g
-
2
1
Oc
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-
2
1
De
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-
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Fe
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-
2
2
Ap
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-
2
2
Ju
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-
2
2
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%Portfolio
Benchmark
Trailing 12 Months: Month End Yield At Cost vs Benchmark
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22
0.0%
0.2%
0.4%
0.6%
0.8%
1.0%
1.2%
1.4%Portfolio
Benchmark
Benchmark: Custom Benchmark (see disclosure)
12Lynwood Successor Agency - Page 11 of 130
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Amortizing Page 15
Investment Activity
City of Lynwood 6/30/2022
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22
Positions 40 40 40 41 41 43 43 43 43 42 42 41
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22
Purchases 5 1 0 1 1 3 0 0 0 1 1 1
Redemptions 1 1 0 0 1 1 0 0 0 2 1 2
Total 6 2 0 1 2 4 0 0 0 3 2 3
Number of Positions at Month End
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22
39
39
40
40
41
41
42
42
43
43
44
Po
s
i
t
i
o
n
s
Purchases and Redemptions* (Excluding MMF/LGIP)
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22
0
2
4
6
8
10
Nu
m
b
e
r
o
f
T
r
a
n
s
a
c
t
i
o
n
s
Purchases
Redemptions
*Redemptions include maturities,calls,and sells
14Lynwood Successor Agency - Page 12 of 130
Portfolio Summary
City of Lynwood June 30, 2022
Investments Par Value Book Value
% of
Portfolio YTMMaturity
Days to
Market Value
Book
Certificates of Deposit 3,472,000.00 3,471,133.37 13.22 2.24 650 3,377,790.20
Commercial Paper 350,000.00 349,980.55 1.33 0.33 6 349,374.38
Corporate Bonds 2,000,000.00 2,017,615.41 7.68 2.73 964 1,974,760.00
LAIF 9,545,267.55 9,545,267.55 36.34 0.86 1 9,545,267.55
Money Market Funds 556,042.84 556,042.84 2.12 1.36 1 556,042.84
U.S. Agencies 3,800,000.00 3,822,640.27 14.55 1.46 1,086 3,661,476.00
U.S. Treasuries 6,500,000.00 6,501,539.61 24.75 0.56 997 6,104,645.00
26,264,219.61 100.00 565 25,569,355.97 1.20 26,223,310.39
Investments
June 30 Month Ending Fiscal Year To DateTotal Earnings
Current Year 19,500.92 242,161.41
Average Daily Balance 26,255,811.46 26,524,700.55
Book Rate of Return 0.90% 0.91%
Run Date: 7/11/2022 - 11:47 AM
Amortizing 15Lynwood Successor Agency - Page 13 of 130
Holdings Report
City of Lynwood June 30, 2022
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.
WAM
Accrued Int.
Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
Certificates of Deposit
1404203Z1 248,000.00Capital One Bank USA 08/03/2017 247,417.20 100.05 248,127.95 0.94% NR/NR 0.0908/02/2022
138.49 NR 0.09 2,328.48 2.35% 247,989.46 1.72%2.300%
795450D36 248,000.00Sallie Mae Bank 08/24/2017 247,417.20 100.09 248,228.47 0.94% NR/NR 0.1508/23/2022
245.71 NR 0.15 2,043.79 2.40% 247,982.76 1.72%2.350%
61747MF63 248,000.00Morgan Stanley Bank 01/12/2018 247,417.20 99.88 247,706.03 0.94% NR/NR 0.5301/11/2023
-231.70 NR 0.52 3,078.94 2.70% 247,937.73 2.87%2.650%
59013J5Z8 248,000.00Merrick Bank 12/19/2018 247,516.40 100.22 248,546.31 0.94% NR/NR 0.6502/21/2023
621.15 NR 0.62 295.90 3.41% 247,925.16 3.00%3.350%
20033AZK5 248,000.00Comenity Capital Bank 06/29/2018 247,427.12 99.79 247,485.79 0.94% NR/NR 1.0006/29/2023
-400.01 NR 0.97 44.84 3.40% 247,885.80 3.51%3.300%
38148PR33 248,000.00Goldman Sachs Bank 07/09/2018 247,432.08 99.68 247,204.33 0.94% NR/NR 1.0207/06/2023
-680.09 NR 0.98 3,946.26 3.35% 247,884.42 3.62%3.300%
949763TF3 248,000.00Wells Fargo Bank NA 08/31/2018 247,429.60 99.70 247,265.39 0.94% NR/NR 1.1708/30/2023
-601.46 NR 1.12 22.42 3.35% 247,866.85 3.56%3.300%
29278TLY4 248,000.00EnerBank 09/30/2019 247,523.84 98.08 243,247.87 0.94% NR/NR 1.2409/27/2023
-4,603.86 NR 1.21 54.36 2.05% 247,851.73 3.58%2.000%
17312Q3B3 248,000.00Citibank 02/28/2019 247,427.12 99.35 246,377.21 0.94% NR/NR 1.6602/27/2024
-1,432.25 NR 1.59 2,527.56 3.05% 247,809.46 3.41%3.000%
32100LCB9 248,000.00First Missouri State Bank 09/13/2019 248,000.00 97.06 240,705.73 0.94% NR/NR 2.2109/13/2024
-7,294.27 NR 2.14 1,382.68 1.85% 248,000.00 3.24%1.850%
05580AXF6 248,000.00BMW Bank 09/25/2020 248,000.00 91.93 227,988.16 0.94% NR/NR 3.2409/25/2025
-20,011.84 NR 3.20 332.93 0.50% 248,000.00 3.14%0.500%
856283S98 248,000.00State Bank of India 04/27/2021 248,000.00 92.48 229,347.53 0.94% NR/NR 3.8304/27/2026
-18,652.47 NR 3.74 441.64 1.00% 248,000.00 3.10%1.000%
89235MLC3 248,000.00Toyota Financial Savings Bank 07/15/2021 248,000.00 91.94 228,006.65 0.94% NR/NR 4.0407/15/2026
-19,993.35 NR 3.94 1,077.95 0.95% 248,000.00 3.09%0.950%
90348JR93 248,000.00UBS Bank USA 08/11/2021 248,000.00 91.76 227,552.77 0.94% NR/NR 4.1208/11/2026
-20,447.23 NR 4.01 129.10 0.95% 248,000.00 3.09%0.950%
3,467,007.76 3,377,790.20 13.22% 1.78
3,471,133.37 2.24% 3,472,000.00 3.05% 17,706.85 -93,343.18 1.73Total Certificates of Deposit
Commercial Paper
78015DG61 350,000.00Royal Bank of Canada, NY 12/20/2021 349,364.75 99.82 349,374.38 1.33% P-1/A-1+ 0.0207/06/2022
-606.18 F1+ 0.02 0.00 0.33% 349,980.55 10.89%0.000%
Run Date: 7/11/2022 - 11:47 AM
Amortizing 16Lynwood Successor Agency - Page 14 of 130
Holdings Report
City of Lynwood June 30, 2022
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.
WAM
Accrued Int.
Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
349,364.75 349,374.38 1.33% 0.02
349,980.55 0.33% 350,000.00 10.89% 0.00 -606.18 0.02Total Commercial Paper
Corporate Bonds
90331HNV1 250,000.00US Bank 03/01/2019 253,307.50 99.93 249,827.50 0.95% A1/AA- 1.0707/24/2023
-974.82 AA- 0.98 3,706.94 3.08% 250,802.32 3.46%3.400%06/23/2023
89236TFS9 250,000.00Toyota Motor Credit 02/28/2019 253,545.00 100.17 250,412.50 0.96% A1/A+ 1.5301/08/2024
-697.59 A+ 1.44 4,024.65 3.03% 251,110.09 3.24%3.350%
46625HJX9 500,000.00JPMorgan Chase & Co 05/13/2019 515,115.00 100.24 501,190.00 1.93% A2/A- 1.8705/13/2024
-4,461.33 AA- 1.78 2,416.67 2.97% 505,651.33 3.49%3.625%
64952WDL4 250,000.00New York Life 01/22/2020 249,102.50 95.73 239,325.00 0.95% Aaa/AA+ 2.5701/22/2025
-10,215.28 AAA 2.43 2,208.33 2.08% 249,540.28 3.76%2.000%
30231GBH4 250,000.00Exxon Mobil 06/22/2020 272,752.50 98.51 246,272.50 1.00% Aa2/AA- 2.7203/19/2025
-16,776.53 NR 2.53 2,119.33 0.99% 263,049.03 3.57%2.992%02/19/2025
808513BW4 250,000.00Charles Schwab 04/12/2022 249,407.50 97.21 243,030.00 0.95% A2/A 4.7604/01/2027
-6,403.33 A 4.25 2,062.50 3.35% 249,433.33 3.95%3.300%
023135CF1 250,000.00Amazon 06/09/2022 248,005.00 97.88 244,702.50 0.94% A1/AA 4.7904/13/2027
-3,326.52 AA- 4.32 1,787.50 3.48% 248,029.02 3.79%3.300%
2,041,235.00 1,974,760.00 7.68% 2.64
2,017,615.41 2.73% 2,000,000.00 3.59% 18,325.92 -42,855.40 2.43Total Corporate Bonds
LAIF
9819499 9,545,267.55LAIF 04/15/2022 9,545,267.55 1.00 9,545,267.55 36.34% NR/NR 0.0007/01/2022
0.00 NR 0.00 0.00 0.86% 9,545,267.55 0.86%0.860%
9,545,267.55 9,545,267.55 36.34% 0.00
9,545,267.55 0.86% 9,545,267.55 0.86% 0.00 0.00 0.00Total LAIF
Money Market Funds
FGTXX 556,042.84Goldman Sachs Govt MMF 556,042.84 1.00 556,042.84 2.12% Aaa/AAA 0.0007/01/2022
0.00 NR 0.00 271.56 1.36% 556,042.84 1.36%1.355%
556,042.84 556,042.84 2.12% 0.00
556,042.84 1.36% 556,042.84 1.36% 271.56 0.00 0.00Total Money Market Funds
Run Date: 7/11/2022 - 11:47 AM
Amortizing 17Lynwood Successor Agency - Page 15 of 130
Holdings Report
City of Lynwood June 30, 2022
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.
WAM
Accrued Int.
Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
U.S. Agencies
3135G0T78 500,000.00FNMA 11/30/2017 497,400.00 99.95 499,765.00 1.90% Aaa/AA+ 0.2710/05/2022
-93.45 AAA 0.26 2,388.89 2.11% 499,858.45 2.17%2.000%
3133EKTV8 500,000.00FFCB 07/02/2019 499,900.00 98.17 490,860.00 1.90% Aaa/AA+ 2.0107/01/2024
-9,099.92 AAA 1.95 4,750.00 1.90% 499,959.92 2.85%1.900%
3133EK3B0 200,000.00FFCB 10/17/2019 198,370.00 96.86 193,728.00 0.76% Aaa/AA+ 2.3010/16/2024
-5,523.60 AAA 2.23 625.00 1.67% 199,251.60 2.92%1.500%
3130A4CH3 500,000.00FHLB 10/07/2020 541,330.00 98.15 490,770.00 2.00% Aaa/AA+ 2.7103/14/2025
-34,436.90 AAA 2.58 3,529.51 0.49% 525,206.90 3.09%2.375%
3136G4H71 500,000.00FNMA 08/18/2020 500,000.00 92.34 461,720.00 1.90% Aaa/AA+ 3.1208/12/2025
-38,280.00 AAA 3.06 923.61 0.50% 500,000.00 3.10%0.500%02/18/2022
3137EAEX3 500,000.00FHLMC 10/20/2020 497,505.00 91.80 458,975.00 1.90% Aaa/AA+ 3.2409/23/2025
-39,388.40 AAA 3.17 510.42 0.48% 498,363.40 3.06%0.375%
3130AQEC3 500,000.00FHLB 12/30/2021 500,000.00 93.71 468,550.00 1.90% Aaa/AA+ 4.5012/30/2026
-31,450.00 AAA 4.29 19.03 1.37% 500,000.00 2.87%1.370%09/30/2022
3130ARTT8 600,000.00FHLB 05/19/2022 600,000.00 99.52 597,108.00 2.28% Aaa/AA+ 4.8905/19/2027
-2,892.00 AAA 2.38 2,100.00 3.00% 600,000.00 3.11%3.000%05/19/2023
3,834,505.00 3,661,476.00 14.55% 2.98
3,822,640.27 1.46% 3,800,000.00 2.90% 14,846.46 -161,164.27 2.51Total U.S. Agencies
U.S. Treasuries
912828ZD5 500,000.00U.S. Treasury 12/16/2020 504,140.63 98.45 492,245.00 1.91% Aaa/AA+ 0.7103/15/2023
-9,059.37 AAA 0.69 733.70 0.13% 501,304.37 2.72%0.500%
91282CAW1 1,000,000.00U.S. Treasury 07/22/2021 999,960.94 96.43 964,260.00 3.81% Aaa/AA+ 1.3811/15/2023
-35,716.78 AAA 1.35 319.29 0.25% 999,976.78 2.92%0.250%
91282CBV2 500,000.00U.S. Treasury 11/22/2021 496,308.59 95.54 477,695.00 1.89% Aaa/AA+ 1.7904/15/2024
-19,541.72 AAA 1.76 394.47 0.69% 497,236.72 2.95%0.375%
912828YV6 1,000,000.00U.S. Treasury 07/22/2021 1,035,742.19 96.55 965,510.00 3.91% Aaa/AA+ 2.4211/30/2024
-60,240.69 AAA 2.35 1,270.49 0.43% 1,025,750.69 2.99%1.500%
912828ZT0 500,000.00U.S. Treasury 06/29/2021 491,542.97 92.38 461,895.00 1.88% Aaa/AA+ 2.9205/31/2025
-31,809.47 AAA 2.87 105.87 0.69% 493,704.47 3.00%0.250%
91282CAZ4 1,000,000.00U.S. Treasury 07/22/2021 989,492.19 91.44 914,410.00 3.78% Aaa/AA+ 3.4211/30/2025
-77,346.12 AAA 3.35 317.62 0.62% 991,756.12 3.03%0.375%
91282CBH3 500,000.00U.S. Treasury 02/25/2021 494,433.59 91.04 455,195.00 1.89% Aaa/AA+ 3.5901/31/2026
-40,753.05 AAA 3.51 782.11 0.60% 495,948.05 3.03%0.375%
91282CCF6 1,000,000.00U.S. Treasury 07/22/2021 1,002,382.81 91.61 916,130.00 3.81% Aaa/AA+ 3.9205/31/2026
-85,792.10 AAA 3.81 635.25 0.70% 1,001,922.10 3.04%0.750%
Run Date: 7/11/2022 - 11:47 AM
Amortizing 18Lynwood Successor Agency - Page 16 of 130
Holdings Report
City of Lynwood June 30, 2022
Call Date
Maturity Date
Par Value
Settle Date
Book Value
Original Value
Mkt YTM
Mkt Price
Gain/Loss
% of Port
Fitch
Moody/S&P
Eff. Dur.
WAM
Accrued Int.
Market Value
CUSIP Coupon Rate
Issuer
Book Yield
Remaining
U.S. Treasuries
91282CCZ2 500,000.00U.S. Treasury 10/19/2021 492,949.22 91.46 457,305.00 1.88% Aaa/AA+ 4.2509/30/2026
-36,635.31 AAA 4.11 1,099.73 1.17% 493,940.31 3.03%0.875%
6,506,953.13 6,104,645.00 24.75% 2.73
6,501,539.61 0.56% 6,500,000.00 2.98% 5,658.53 -396,894.61 2.66Total U.S. Treasuries
26,300,376.03 25,569,355.97 100.00% 1.55
56,809.32 -694,863.64 1.44 2.32% 26,264,219.61 1.20% 26,223,310.39TOTAL PORTFOLIO
TOTAL MARKET VALUE PLUS ACCRUED INTEREST 25,626,165.29
Run Date: 7/11/2022 - 11:47 AM
Amortizing 19Lynwood Successor Agency - Page 17 of 130
Maturity Report
City of Lynwood June 30, 2022
CUSIP Date
Purchase
Value
Book
Rate
Coupon
Date
Maturity
Par
Remaining
Term Value
Market
YTMIssuer
Days to
Maturity
Book
FGTXX 1.355% 1Goldman Sachs Govt MMF 556,042.84 07/01/2022 1 1.36% 556,042.84 556,042.84
9819499 0.860% 1LAIF05/18/2020 9,545,267.55 07/01/2022 1 0.86% 9,545,267.55 9,545,267.55
78015DG61 0.000% 192Royal Bank of Canada, NY 12/20/2021 349,980.55 07/06/2022 6 0.33% 350,000.00 349,374.38
1404203Z1 2.300% 1,792Capital One Bank USA 08/03/2017 247,989.46 08/02/2022 33 2.35% 248,000.00 248,127.95
795450D36 2.350% 1,771Sallie Mae Bank 08/24/2017 247,982.76 08/23/2022 54 2.40% 248,000.00 248,228.47
3135G0T78 2.000% 1,673FNMA11/30/2017 499,858.45 10/05/2022 97 2.11% 500,000.00 499,765.00
61747MF63 2.650% 1,630Morgan Stanley Bank 01/12/2018 247,937.73 01/11/2023 195 2.70% 248,000.00 247,706.03
59013J5Z8 3.350% 1,289Merrick Bank 12/19/2018 247,925.16 02/21/2023 236 3.41% 248,000.00 248,546.31
912828ZD5 0.500% 561U.S. Treasury 12/16/2020 501,304.37 03/15/2023 258 0.13% 500,000.00 492,245.00
20033AZK5 3.300% 1,462Comenity Capital Bank 06/29/2018 247,885.80 06/29/2023 364 3.40% 248,000.00 247,485.79
38148PR33 3.300% 1,452Goldman Sachs Bank 07/09/2018 247,884.42 07/06/2023 371 3.35% 248,000.00 247,204.33
90331HNV1 3.400% 1,217US Bank 03/01/2019 250,802.32 07/24/2023 389 3.08% 250,000.00 249,827.50
949763TF3 3.300% 1,399Wells Fargo Bank NA 08/31/2018 247,866.85 08/30/2023 426 3.35% 248,000.00 247,265.39
29278TLY4 2.000% 1,004EnerBank09/30/2019 247,851.73 09/27/2023 454 2.05% 248,000.00 243,247.87
91282CAW1 0.250% 343U.S. Treasury 07/22/2021 999,976.78 11/15/2023 503 0.25% 1,000,000.00 964,260.00
89236TFS9 3.350% 1,218Toyota Motor Credit 02/28/2019 251,110.09 01/08/2024 557 3.03% 250,000.00 250,412.50
17312Q3B3 3.000% 1,218Citibank02/28/2019 247,809.46 02/27/2024 607 3.05% 248,000.00 246,377.21
91282CBV2 0.375% 220U.S. Treasury 11/22/2021 497,236.72 04/15/2024 655 0.69% 500,000.00 477,695.00
46625HJX9 3.625% 1,144JPMorgan Chase & Co 05/13/2019 505,651.33 05/13/2024 683 2.97% 500,000.00 501,190.00
3133EKTV8 1.900% 1,094FFCB07/02/2019 499,959.92 07/01/2024 732 1.90% 500,000.00 490,860.00
32100LCB9 1.850% 1,021First Missouri State Bank 09/13/2019 248,000.00 09/13/2024 806 1.85% 248,000.00 240,705.73
3133EK3B0 1.500% 987FFCB10/17/2019 199,251.60 10/16/2024 839 1.67% 200,000.00 193,728.00
912828YV6 1.500% 343U.S. Treasury 07/22/2021 1,025,750.69 11/30/2024 884 0.43% 1,000,000.00 965,510.00
64952WDL4 2.000% 890New York Life 01/22/2020 249,540.28 01/22/2025 937 2.08% 250,000.00 239,325.00
3130A4CH3 2.375% 631FHLB10/07/2020 525,206.90 03/14/2025 988 0.49% 500,000.00 490,770.00
30231GBH4 2.992% 738Exxon Mobil 06/22/2020 263,049.03 03/19/2025 993 0.99% 250,000.00 246,272.50
912828ZT0 0.250% 366U.S. Treasury 06/29/2021 493,704.47 05/31/2025 1,066 0.69% 500,000.00 461,895.00
3136G4H71 0.500% 681FNMA08/18/2020 500,000.00 08/12/2025 1,139 0.50% 500,000.00 461,720.00
3137EAEX3 0.375% 618FHLMC10/20/2020 498,363.40 09/23/2025 1,181 0.48% 500,000.00 458,975.00
05580AXF6 0.500% 643BMW Bank 09/25/2020 248,000.00 09/25/2025 1,183 0.50% 248,000.00 227,988.16
91282CAZ4 0.375% 343U.S. Treasury 07/22/2021 991,756.12 11/30/2025 1,249 0.62% 1,000,000.00 914,410.00
91282CBH3 0.375% 490U.S. Treasury 02/25/2021 495,948.05 01/31/2026 1,311 0.60% 500,000.00 455,195.00
856283S98 1.000% 429State Bank of India 04/27/2021 248,000.00 04/27/2026 1,397 1.00% 248,000.00 229,347.53
91282CCF6 0.750% 343U.S. Treasury 07/22/2021 1,001,922.10 05/31/2026 1,431 0.70% 1,000,000.00 916,130.00
89235MLC3 0.950% 350Toyota Financial Savings Bank 07/15/2021 248,000.00 07/15/2026 1,476 0.95% 248,000.00 228,006.65
90348JR93 0.950% 323UBS Bank USA 08/11/2021 248,000.00 08/11/2026 1,503 0.95% 248,000.00 227,552.77
Run Date: 7/11/2022 - 11:48 AM
Amortizing 20Lynwood Successor Agency - Page 18 of 130
Maturity Report
City of Lynwood June 30, 2022
CUSIP Date
Purchase
Value
Book
Rate
Coupon
Date
Maturity
Par
Remaining
Term Value
Market
YTMIssuer
Days to
Maturity
Book
91282CCZ2 0.875% 254U.S. Treasury 10/19/2021 493,940.31 09/30/2026 1,553 1.17% 500,000.00 457,305.00
3130AQEC3 1.370% 182FHLB12/30/2021 500,000.00 12/30/2026 1,644 1.37% 500,000.00 468,550.00
808513BW4 3.300% 79Charles Schwab 04/12/2022 249,433.33 04/01/2027 1,736 3.35% 250,000.00 243,030.00
023135CF1 3.300% 21Amazon06/09/2022 248,029.02 04/13/2027 1,748 3.48% 250,000.00 244,702.50
3130ARTT8 3.000% 42FHLB05/19/2022 600,000.00 05/19/2027 1,784 3.00% 600,000.00 597,108.00
Net Maturities and Averages 26,264,219.61 565 1.20% 25,569,355.97 26,223,310.39
Run Date: 7/11/2022 - 11:48 AM
Amortizing 21Lynwood Successor Agency - Page 19 of 130
Income Earned
City of Lynwood June 01, 2022 - June 30, 2022
CUSIP Value
Ending Par
Date
Maturity
Book Value
Beginning
Value
Ending Book
Accrued
Beginning
/Purchased
Int.Received
Accrued
Ending
Issuer Earned
Interest Amortization/
Accretion Earned
Net Income
Certificates of Deposit
33847E2J5 06/13/2022 0.00Flagstar Bank 248,000.00 0.00 2,904.66 3,108.49 0.00 203.83 0.00 203.83
1404203Z1 08/02/2022 248,000.00Capital One Bank USA 247,979.88 247,989.46 1,859.66 0.00 2,328.48 468.82 9.58 478.40
795450D36 08/23/2022 248,000.00Sallie Mae Bank 247,973.18 247,982.76 1,564.78 0.00 2,043.79 479.01 9.58 488.59
61747MF63 01/11/2023 248,000.00Morgan Stanley Bank 247,928.15 247,937.73 2,538.77 0.00 3,078.94 540.17 9.58 549.75
59013J5Z8 02/21/2023 248,000.00Merrick Bank 247,915.65 247,925.16 318.66 705.61 295.90 682.85 9.51 692.36
20033AZK5 06/29/2023 248,000.00Comenity Capital Bank 247,876.39 247,885.80 67.27 695.08 44.84 672.65 9.41 682.06
38148PR33 07/06/2023 248,000.00Goldman Sachs Bank 247,875.08 247,884.42 3,273.60 0.00 3,946.26 672.66 9.35 682.01
949763TF3 08/30/2023 248,000.00Wells Fargo Bank NA 247,857.48 247,866.85 44.84 695.08 22.42 672.66 9.38 682.04
29278TLY4 09/27/2023 248,000.00EnerBank 247,841.93 247,851.73 67.95 421.26 54.36 407.67 9.80 417.47
17312Q3B3 02/27/2024 248,000.00Citibank 247,800.04 247,809.46 1,916.05 0.00 2,527.56 611.51 9.42 620.93
32100LCB9 09/13/2024 248,000.00First Missouri State Bank 248,000.00 248,000.00 1,005.59 0.00 1,382.68 377.09 0.00 377.09
05580AXF6 09/25/2025 248,000.00BMW Bank 248,000.00 248,000.00 231.01 0.00 332.93 101.92 0.00 101.92
856283S98 04/27/2026 248,000.00State Bank of India 248,000.00 248,000.00 237.81 0.00 441.64 203.83 0.00 203.83
89235MLC3 07/15/2026 248,000.00Toyota Financial Savings Bank 248,000.00 248,000.00 884.31 0.00 1,077.95 193.64 0.00 193.64
90348JR93 08/11/2026 248,000.00UBS Bank USA 248,000.00 248,000.00 135.55 200.10 129.10 193.65 0.00 193.65
Certificates of Deposit - Sub Total 3,472,000.00 3,719,047.77 3,471,133.37 17,050.51 5,825.62 17,706.85 6,481.96 85.60 6,567.56
Commercial Paper
78015DG61 07/06/2022 350,000.00Royal Bank of Canada, NY 349,886.56 349,980.55 0.00 0.00 0.00 0.00 93.99 93.99
Commercial Paper - Sub Total 350,000.00 349,886.56 349,980.55 0.00 0.00 0.00 0.00 93.99 93.99
Corporate Bonds
46849LSW2 06/27/2022 0.00Jackson National Life 249,967.88 0.00 2,673.61 3,125.00 0.00 451.39 32.12 483.51
90331HNV1 07/24/2023 250,000.00US Bank 250,862.92 250,802.32 2,998.61 0.00 3,706.94 708.33 -60.59 647.74
89236TFS9 01/08/2024 250,000.00Toyota Motor Credit 251,170.86 251,110.09 3,326.74 0.00 4,024.65 697.91 -60.77 637.14
46625HJX9 05/13/2024 500,000.00JPMorgan Chase & Co 505,894.85 505,651.33 906.25 0.00 2,416.67 1,510.42 -243.52 1,266.90
64952WDL4 01/22/2025 250,000.00New York Life 249,525.82 249,540.28 1,791.67 0.00 2,208.33 416.66 14.46 431.12
30231GBH4 03/19/2025 250,000.00Exxon Mobil 263,435.57 263,049.03 1,496.00 0.00 2,119.33 623.33 -386.54 236.79
808513BW4 04/01/2027 250,000.00Charles Schwab 249,423.73 249,433.33 1,375.00 0.00 2,062.50 687.50 9.60 697.10
023135CF1 04/13/2027 250,000.00Amazon 0.00 248,029.02 0.00 -1,283.33 1,787.50 504.17 24.02 528.19
Corporate Bonds - Sub Total 2,000,000.00 2,020,281.63 2,017,615.41 14,567.88 1,841.67 18,325.92 5,599.71 -671.22 4,928.49
LAIF
9819499 07/01/2022 9,545,267.55LAIF 9,545,267.55 9,545,267.55 0.00 0.00 0.00 0.00 0.00 0.00
Run Date: 7/11/2022 - 11:48 AM
Amortizing 24Lynwood Successor Agency - Page 20 of 130
Income Earned
City of Lynwood June 01, 2022 - June 30, 2022
CUSIP Value
Ending Par
Date
Maturity
Book Value
Beginning
Value
Ending Book
Accrued
Beginning
/Purchased
Int.Received
Accrued
Ending
Issuer Earned
Interest Amortization/
Accretion Earned
Net Income
LAIF - Sub Total 9,545,267.55 9,545,267.55 9,545,267.55 0.00 0.00 0.00 0.00 0.00 0.00
Money Market Funds
FGTXX 07/01/2022 556,042.84Goldman Sachs Govt MMF 294,665.76 556,042.84 289.79 289.79 271.56 271.56 0.00 271.56
Money Market Funds - Sub Total 556,042.84 294,665.76 556,042.84 289.79 289.79 271.56 271.56 0.00 271.56
U.S. Agencies
3135G0T78 10/05/2022 500,000.00FNMA 499,813.75 499,858.45 1,555.56 0.00 2,388.89 833.33 44.70 878.03
3133EKTV8 07/01/2024 500,000.00FFCB 499,958.31 499,959.92 3,958.33 0.00 4,750.00 791.67 1.61 793.28
3133EK3B0 10/16/2024 200,000.00FFCB 199,225.32 199,251.60 375.00 0.00 625.00 250.00 26.28 276.28
3130A4CH3 03/14/2025 500,000.00FHLB 525,957.41 525,206.90 2,539.93 0.00 3,529.51 989.58 -750.51 239.07
3136G4H71 08/12/2025 500,000.00FNMA 500,000.00 500,000.00 715.28 0.00 923.61 208.33 0.00 208.33
3137EAEX3 09/23/2025 500,000.00FHLMC 498,322.59 498,363.40 354.17 0.00 510.42 156.25 40.81 197.06
3130AQEC3 12/30/2026 500,000.00FHLB 500,000.00 500,000.00 2,873.19 3,425.00 19.03 570.84 0.00 570.84
3130ARTT8 05/19/2027 600,000.00FHLB 600,000.00 600,000.00 600.00 0.00 2,100.00 1,500.00 0.00 1,500.00
U.S. Agencies - Sub Total 3,800,000.00 3,823,277.39 3,822,640.27 12,971.46 3,425.00 14,846.46 5,300.00 -637.12 4,662.88
U.S. Treasuries
912828ZD5 03/15/2023 500,000.00U.S. Treasury 501,456.05 501,304.37 529.89 0.00 733.70 203.81 -151.67 52.14
91282CAW1 11/15/2023 1,000,000.00U.S. Treasury 999,975.39 999,976.78 115.49 0.00 319.29 203.80 1.39 205.19
91282CBV2 04/15/2024 500,000.00U.S. Treasury 497,110.15 497,236.72 240.78 0.00 394.47 153.69 126.56 280.25
912828YV6 11/30/2024 1,000,000.00U.S. Treasury 1,026,624.58 1,025,750.69 40.98 0.00 1,270.49 1,229.51 -873.89 355.62
912828ZT0 05/31/2025 500,000.00U.S. Treasury 493,527.30 493,704.47 3.42 0.00 105.87 102.45 177.17 279.62
91282CAZ4 11/30/2025 1,000,000.00U.S. Treasury 991,558.11 991,756.12 10.25 0.00 317.62 307.37 198.01 505.38
91282CBH3 01/31/2026 500,000.00U.S. Treasury 495,855.33 495,948.05 626.73 0.00 782.11 155.38 92.72 248.10
91282CCF6 05/31/2026 1,000,000.00U.S. Treasury 1,001,962.39 1,001,922.10 20.49 0.00 635.25 614.76 -40.30 574.46
91282CCZ2 09/30/2026 500,000.00U.S. Treasury 493,823.25 493,940.31 741.12 0.00 1,099.73 358.61 117.06 475.67
U.S. Treasuries - Sub Total 6,500,000.00 6,501,892.55 6,501,539.61 2,329.15 0.00 5,658.53 3,329.38 -352.95 2,976.43
26,223,310.39Grand Total 26,254,319.22 26,264,219.61 47,208.79 11,382.08 56,809.32 20,982.61 -1,481.69 19,500.92
Run Date: 7/11/2022 - 11:48 AM
Amortizing 25Lynwood Successor Agency - Page 21 of 130
Realized Gains and Losses
City of Lynwood June 01, 2022 - June 30, 2022
Par Value Sale Date Days Held Maturity/Sales RealizedCUSIP
Coupon Rate Maturity Date Book Value Proceeds Gain/LossPurchase Date TermIssuer
Certificates of Deposit
33847E2J5 248,000.0006/12/2019 06/13/2022 1,097 248,000.00 0.00 248,000.00
06/13/2022 1,097Flagstar Bank 2.500%
Total Certificates of Deposit 0.00 248,000.00 248,000.00
Corporate Bonds
46849LSW2 250,000.0007/12/2017 06/27/2022 1,811 250,000.00 0.00 250,000.00
06/27/2022 1,811Jackson National Life 2.500%
Total Corporate Bonds 0.00 250,000.00 250,000.00
Grand Total 0.00 498,000.00 498,000.00
Run Date: 7/11/2022 - 11:48 AM
Amortizing 26Lynwood Successor Agency - Page 22 of 130
Transaction Report
City of Lynwood June 01, 2022 - June 30, 2022
Transaction Transaction Security Security Maturity
Date Type ID Description Date Purchases Redemptions Interest Deposits Withdrawals
06/02/2022 Interest FGTXX GSGF - - 289.79 - -
06/09/2022 Purchase 023135CF1 AMZN 3.3 04/13/27 04/13/2027 -248,005.00 - -1,283.33 - -
06/13/2022 Interest 90348JR93 UBS 0.95 08/11/26 08/11/2026 - - 200.10 - -
06/13/2022 Maturity 33847E2J5 FBC 2 1/2 06/13/22 06/13/2022 - 248,000.00 - - -
06/13/2022 Interest 33847E2J5 FBC 2 1/2 06/13/22 06/13/2022 - - 3,091.51 - -
06/13/2022 Interest 33847E2J5 FBC 2 1/2 06/13/22 06/13/2022 - - 16.98 - -
06/20/2022 Interest 59013J5Z8 MERICK 3.35 02/21/23 02/21/2023 - - 705.61 - -
06/27/2022 Interest 29278TLY4 CMS 2 09/27/23 09/27/2023 - - 421.26 - -
06/27/2022 Interest 46849LSW2 JACLIF 2 1/2 06/27/22 06/27/2022 - - 3,125.00 - -
06/27/2022 Maturity 46849LSW2 JACLIF 2 1/2 06/27/22 06/27/2022 - 250,000.00 - - -
06/29/2022 Interest 20033AZK5 ADS 3.3 06/29/23 06/29/2023 - - 695.08 - -
06/30/2022 Interest 949763TF3 WFC 3.3 08/30/23 08/30/2023 - - 695.08 - -
06/30/2022 Interest 3130AQEC3 FHLB 1.37 12/30/26 12/30/2026 - - 3,425.00 - -
Grand Total:-248,005.00 498,000.00 11,382.08 0.00 0.00
Run Date: 7/11/2022 - 11:48 AM
Amortizing 27Lynwood Successor Agency - Page 23 of 130
Source – CNBC/JP Morgan
ECONOMY REPORT – JUNE 2022
Higher inflation, which has generated more restrictive central bank policy and tightening financial
conditions, poses a challenge to this outlook. However, as the inflation surge looks likely to persist, policy
guidance is starting to shift. The Federal Open Market Committee (FOMC) meeting in June suggested the
Fed is now committed to push policy rates well into restrictive territory this year, while also guiding to a
meaningful rise in the unemployment rate. This shift is likely to resonate elsewhere and is a significant factor
tightening global financial markets.
Downward momentum looks to be concentrated in the U.S. economy, which will likely feel the brunt of the
drag from higher interest rates and is benefiting less from fading COVID drags.
By contrast, the fading of the Omicron drag is expected to generate a period of Asian outperformance. In
Europe, where the recovery is further behind the U.S., growth is also set to get a boost from somewhat
easier monetary and fiscal policies.
Equity sentiment, investor positioning and market internals have been bearish, resulting in the worst annual
start for equities in around 100 years, with the exception of the Great Depression. Portfolios are defensively
positioned for a recessionary outcome and corporate fundamentals should exhibit relative resilience for the
rest of the year, despite some softness in corporate guidance.
Commodities are on pace to deliv er a third consecutive year of significant positive returns, up 30%
year -to-date. Despite this strong performance, the case for commodities going forward remains strong,
as conditions of acute scarcity continue to persist across commodities. Summertime is the traditional
peak of demand season, but current inventories are 19% below historical norms and lack of an inventory
buffer is leaving the market vulnerable to unplanned supply outages.
Inflation has been strong throughout the year so far and the Federal Reserve (Fed) is now working to
rein it in. Through much of 2021, the FOMC believed strong inflation was transitory and kept policy
Lynwood Successor Agency - Page 24 of 130
Source – CNBC/JP Morgan
very accommodative. But the Committee started changing i ts tone late last year and since then has
been more active in trying to bring inflation down. A hiking cycle began in March and then the start of
the drawdown of the balance sheet at the beginning of June. The FOMC has now hiked its target range
150 basis points (bp) over the course of just three meetings through June, including most recently a 75
bp hike. The FOMC has signaled that it will continue to hike over time, raising rates another 175 bp by
the end of this year and then another 25 -50 bp next year. A 50 or 75 bp hike is expected in July and
September, followed by a 25 bp cadence until that range is reached.
The move in long-term yields has even exceeded the 1994 experience
The hawkish shift from the Fed since late last year has contributed to a signi ficant tightening in financial
conditions, including dollar appreciation, a jump in mortgage rates and a drop in equity prices.
The hawkish shift from the Fed since late last year has contributed to a significant tightening in financial
conditions, incl uding dollar appreciation, a jump in mortgage rates and a drop in equity prices.
In the second half of 2022, the developed market (DM) rates market, excluding the U.S., will likely face
a tug of war between central banks that are starting the summer with a clear strong bias to deliver
more aggressive policy rate normalization and a growth outlook that will start to feel the pressure of
the global tightening. Inflation pressures are likely to ease towards the end of the year and lower yields
are expected in 2H22 than current levels seen in Germany, the Antipodean and modestly in U.K., as the
market will start to challenge the longevity of the hiking cycle in mid to late 2023
The Fed announced a 75 basis point hike to interest rates ; it is the largest since 1994. Chairman Jerome
Powell also signaled the Federal Open Market Committee’s intent to continue its aggressive path of
monetary policy tightening in order to rein in inflation, after the U.S. consumer price index jumped by an
annual 8.6% in May, the hottest inflation print since 1981.
Lynwood Successor Agency - Page 25 of 130
Source – CNBC/JP Morgan
However, the closely watched Fed GDP tracker is indicating that a recession is on the horizon, and analysts
expect the Fed’s sharp hiking cycle to further depress already slowing economic growth.
It is hard to overstate how profitable the war in Ukraine and the resulting financial pain have been for oil
executives. Companies already benefited from inflated gas prices in 2021 as the economy bounced back
from the COVID-19 pandemic shutdowns—in fact, the top 25 companies made more than $205 billion in
profits in 2021—but the recently announced first-quarter profits for 2022 are even more astounding.
The top five oil companies alone—Shell, ExxonMobil, BP, Chevron, and ConocoPhillips—brought in more
than 200 percent more in profits than in the first quarter of 2021. That is a total of more than $35 billion in
profits in just three months. In fact, these five companies’ first-quarter profits alone are equivalent to almost
28 percent of what Americans spent to fill up their gas tanks in the same time period.
Commission (FTC) to investigate price gouging, adopting a “use-it-or-lose-it” policy for drilling on public
lands, and implementing a windfall profits tax—to help tackle high prices while reducing the United States’
reliance on volatile fossil energy markets and addressing ever-worsening climate change.
Oil executives should not be able to profit off everyone else’s financial pain as their companies earn record
profits. Congress must provide some relief to consumers—and hold oil companies accountable.
Oil and gas corporations—and the trade groups they fund to lobby on their behalf—would have people
believe that they need access to more places to drill, better market signals, and fewer regulations in order
to make the investments needed to help lower prices. But the truth is that they are flush with the cash that
could be used to make those very investments—a fact they are not even trying to hide. For example, the
CEO of Shell is on record admitting to profiteering off Russia’s war in Ukraine.
Instead of using this cash to make the investments needed to help lower the price of oil or to fulfill their
climate pledges, companies are giving most of it back to their already extremely wealthy shareholders in
the form of stock buybacks or giving it back to themselves in the form of executive bonuses. Last year, 28
of the top oil and gas CEOs raked in $394 million in compensation —a nearly $45 million increase since
2020.
Top 5 oil companies 1st quarter profit in 2022
Shell $9.1 billion
Shell’s profits were 180 percent higher than in the first quarter of 2021.
Shell made $19.3 billion in total profits in 2021.
Shell bought back$8.5 billion in stocks for wealthy shareholders.
Shell cut 5,000 jobs from its workforce in 2021.
Shell’s CEO has not been shy about admitting that Russia’s war on Ukraine helped the company’s
profits, saying on a recent shareholder call that “well, you know, can I also say that the performance
we are seeing this quarter, of course, has been helped by the macro, and the macro has been
impacted by the war in Ukraine.”
Exxon Mobile $8.8 billion
Lynwood Successor Agency - Page 26 of 130
Source – CNBC/JP Morgan
ExxonMobil’s profits were 220 percent higher than in the first quarter of 2021.
ExxonMobil made $23 billion in total profits in 2021.
ExxonMobil pledged to buy back $30 billion in stocks for wealthy shareholders through 2023.
ExxonMobil cut 9,000 jobs from its workforce in 2021 to “cut costs.”
Despite being one of the most profitable corporations in the United States, ExxonMobil paid an
effective federal income tax rate of just more than 2 percent in 2021, and that is not for a lack of
funds. ExxonMobil’s Chief Financial Officer Kathy Mikells underscored just how much the company
expected to profit in the first quarter of 2022 and how that would benefit shareholders, saying in
early March that “we expect to generate over $100 billion in excess cash flow beyond meeting our
capital program and current dividend, and so I would say we have a very robust forward plan and
we expect to have sustained excess cash flow and increasing shareholder distributions.”
Chevron $6.5 billion
Chevron’s profits were 280 percent higher than in the first quarter of 2021.
Chevron made $15.6 billion in total profits in 2021.
Chevron plans to buy back $10 billion in stocks for wealthy shareholders by the end of 2022.
Chevron cut its workforce by 5,000 jobs in 2021.
Despite being one of the most profitable corporations in the United States, Chevron paid an
effective federal income tax rate of less than 2 percent in 2021. Moreover, Chevron’s CEO has been
upfront about the profits they are raking in saving amidst rising gas prices in January that “the last
two quarters have been the best two quarters the company has ever seen.”
BP $6.2 billion
BP’s profits were 140 percent higher than in the first quarter of 2021.
BP made $12.8 billion in total profits in 2021.
BP expanded its stock buyback plan to $2.5 billion for wealthy shareholders in 2022.
BP cut its workforce by 2,000 jobs in 2021.
BP executives attributed their record profits to “exceptional oil and gas trading” conditions—
conditions that included Russia’s invasion of Ukraine and Americans suffering record -high gas
prices.
ConocoPhillips $4.3
ConocoPhillips’ profits were 380 percent higher than in the first quarter of 2021.
ConocoPhillips made $8 billion in total profits in 2021.
ConocoPhillips plans to buy back $10 billion in stocks for wealthy shareholders in 2022.
ConocoPhillips’ workforce numbers stayed essentially flat in 2021.
ConocoPhillips’ has tripled its lobbying expenditures to lock in oil and gas development for decades
to come at its proposed Willow project in the Western Arctic. The proposed project threatens to
erase the climate benefits of renewables on public lands and waters and would require the
installation of artificial “chillers” to refreeze the Arctic’s melting permafrost in order to build the
infrastructure needed to drill for oil. The company has also been under fire for a recent gas leak
that “led to the temporary removal of 300 personnel and alarmed residents in the nearby village of
Nuiqsut.”
Lynwood Successor Agency - Page 27 of 130
A genda I tem # 5.
AGENDA STAF F REPORT
D AT E: J uly 19, 2022
TO: Honorable Mayor and Members of the C i ty C ouncil
AP P R OV E D B Y: E rnie Hernandez, C ity Manager
P R E PAR E D B Y: Harry Wong, D irector of F inance & A dministration
S U B J E C T: A P P ROV ING RE S O L U TION NO. ______O F TH E S UC C E S S O R A GE N C Y TO THE
LYNW OOD RE D E V E L O P M E N T A G E N C Y A P P R OV ING THE IS S UA NC E OF
RE F UND ING B OND S IN ORD E R TO RE F U ND C E RTA IN OUTS TA ND IN G B OND S
O F THE D IS S O LV E D LYNW OO D RE D E V E L OP M E NT A GE NC Y, A P P RO V IN G THE
E X E C UTION A ND D E L IV E RY OF A N IND E NTURE OF TRUS T A ND P RO V ID ING
F OR O THE R M ATTE RS P RO P E RLY RE L ATING THE RE TO
Recommendation:
It is recommended C ity C ouncil approve the attached Resolution No. ______ enti tled, “A RE S OL UTIO N OF
TH E S UC C E S S O R A GE NC Y TO THE LYNW OO D RE D E V E L OP M E NT A GE NC Y A P P RO V ING THE
IS S UA NC E OF RE F UND ING B O ND S IN O R D E R TO RE F U N D C E RTA IN O U TS TA ND ING B O ND S OF
TH E D IS S OLV E D LYN W OO D RE D E V E L O P M E NT A GE NC Y, A P P ROV ING THE E X E C U TION A ND
D E L IV E RY OF A N IND E N TU RE O F TR U S T A ND P RO V ID ING F OR OTHE R M ATTE RS P RO P E RLY
R E L ATING THE RE TO.”
Background:
The S uccessor A gency was establi shed to wind down the business affairs of the former Lynwood Redevelopment
A gency (“F ormer A gency”) after redevelopment A gencies were dissolved in the S tate. The C ity C ouncil acts as
the Governing B oard of the S uccessor A gency, and as such is required to approve activities of the S uccessor
A gency. The F ormer R D A issued i ts (i) $18,480,000 Tax A llocation B onds (P roject A rea A –S ubordinate L ien),
2011 S eries A and its (ii) $5,660,000 Taxable Tax A llocation B onds (Housing P rojects–S ubordinate L ien), 2011
S eries B on March 9, 2011, and the S uccessor A gency i ssued its (iii) $9,785,000 i n L ocal Obli gati ons to the
C ounty of L os A ngeles Redevelopment Refunding A uthority as part of the Refunding A uthori ty’s $78,405,000 Tax
A llocation refunding B onds, S eries 2013D , on D ecember 24, 2013 and i ts (iv) $810,000 in L ocal Obligations to
the C ounty of L os A ngeles Redevelopment Refunding A uthority as part of the Refunding A uthority’s $810,000 Tax
A llocation refunding B onds, S eries 2013F, on D ecember 24, 2013. The 2011 S eries A TA B s are currently
outstanding in the amount of $11,775,000, the 2011 S eries B TA B s are currently outstanding in the amount of
$3,660,000, the 2013 S eries D L ocal Obligation TA B s are currently outstanding in the amount of $5,630,000, and
the 2013 S eri es F L ocal Obligation TA B s are currently outstanding i n the amount of $250,000.
Lynwood Successor Agency - Page 28 of 130
P ursuant to A ssembly B i ll No. X 1 26 (“A B 26”) and A ssembly B ill No. 1484 (“A B 1484”) (collecti vely referred to
herein as the “D issoluti on A ct”), the S uccessor A gency may cause the consoli dated refinancing or refunding of the
2011 and 2013 TA B s for debt service savings by issuing, or causing the issuance of, P roperty Tax Revenue
Refunding B onds, (the “Refunding B onds”) i n accordance with the D issolution A ct i ncludi ng, without li mitati on,
Health and S afety C ode S ections 34177.5 and 34180(b).
Discussion and Analysis:
The attached resolution authorizes the S uccessor A gency to i ssue Refunding Tax A llocati on B onds to refinance
outstanding TA B s of both the F ormer Redevelopment A gency (2011) and the S uccessor A gency (2013) and
approves the form of the Indenture that authorizes the issuance and creates the legal obligation of the S uccessor
A gency to i ssue and repay the Refunding B onds. P ursuant to the D issolution A ct, the L os A ngeles C ountywide
Oversight B oard (“Oversight B oard”) and the C alifornia D epartment of F inance (“D OF ”) each must approve
actions taken by the S uccessor A gency. D ue to agenda deadline timi ng issues, the Oversight B oard’s meeti ng
will have occurred earli er in the day that the S uccessor A gency meets to consider this action (July 19). If approved
by the Oversight B oard (staff wi ll report verbally to the C ouncil at the beginning of C ouncil’s consideration of this
action), the impact will be that the Oversi ght B oard will have directed the S uccessor A gency to authorize and
execute the TA B refunding transaction.
If approved by the C ouncil, staff will send the matter to D O F for its review and approval. P ursuant to the
D issolution A ct, D O F is allowed 45 days to review the actions of the S uccessor A gency and Oversight B oard.
D O F is required to approve the actions of the S uccessor A gency and Oversight B oard if the proposed refundi ng
produces cash flow savings as required by the D issoluti on A ct. It is expected that the S uccessor A gency will meet
that requirement as current fi nancial projecti ons indi cate that the proposed refunding TA B s will produce debt
service savings for all of the affected taxing entities, including the C i ty.
Upon approval by D OF, S taff will return to the C ity C ouncil for another action item to approve distribution of the
P reliminary Official S tatement and possibly other transaction-related items as may be needed, but no further
Oversight B oard or D OF approvals will be required to issue the refunding TA B s.
In accordance with Government C ode S ection 5852.1, the following i nformation has been obtai ned and disclosed
to the C ity C ouncil and S uccessor A gency prior to the issuance of the B onds: (i) the estimated true interest cost
of the B onds (being the rate necessary to discount the amounts payable on the respective principal and i nterest
payment dates to the purchase price received for the B onds) is 3.6571%; (ii) the estimated finance charge of the
B onds (bei ng the sum of all fees and charges paid to third parties, including underwriter ’s discount and a bond
insurance premium) is $625,000; (iii) the estimated proceeds of the B onds expected to be received, net of
proceeds for finance charges i n (ii) above to paid from the pri nci pal amount of the B onds and any reserves or
capitalized interest paid or funded wi th B onds is $22,025,078, and (iv) the estimated total payment amount of the
B onds (being the sum of debt service plus finance to be pai d to final maturity, plus any fi nancing costs not pai d
from proceeds of the B onds) is $24,636,281. This information is based on good-faith estimates provided by the
C ity’s muni ci pal advi sor and bond underwriter.
Fiscal Impact:
C urrent analyses by the S uccessor A gency’s Municipal A dvisor, K osmont Transactions S ervices, Inc., i ndicate
that refinancing these outstanding TA B s should produce substanti al savings. Yet to be determined is the
appropriate restructuri ng of the debt service payments. The two (2) basic options are as follows:
(i ) S horter F inal Maturity: this approach would repay the TA B s more quickly and extinguish the
debt approximately eight (8) years earlier than the presently scheduled final payment of 2038. This
approach does not produce meaningful annual savings during the life of the Refunding TA B s as the
savings are “back-loaded”. Total cashflow savings over the life of the TA B s of are esti mated to be
$6.59 million or approxi mately $4.84 million in present value savings for an NP V % savings of
approximately 22.35%. It is considered advisable to proceed with a refunding transaction when
esti mated NP V savings are greater than 3%
Lynwood Successor Agency - Page 29 of 130
(i i ) Uniform A nnual S avings: this approach would repay the TA B s over the same period of time,
keepi ng the presently scheduled final payment in 2038. This approach produces approxi mately
$460,000 of annual cashflow savings duri ng the life of the Refunding TA B s. Total cashflow savi ngs
over the life of the TA B s using a uniform savings structure are estimated to be $5.46 mi lli on or
approximately $4.52 million in present value savings for an NP V % savings of approxi mately
20.86%. It i s considered advi sable to proceed with a refunding transaction when estimated NP V
savings are greater than 3%
Coordinated With:
C ity Manager's Offi ce
C ity A ttorney
K osmont Transacti ons S ervices, Inc., as Municipal A dvisor
Jones Hall, as B ond C ounsel
Ramirez & C o., as Underwriter
AT TAC H ME N T S:
Description
Attachment A - Lynwood S A Resolution Authoriz ing 2022 Bonds
Attachment B - Indenture Lynwood 2022
Attachment C - Lynwood Savings Projections-U niform Ann S avings
Attachment D - Lynwood Savings Projections-Shorter Final Maturity
Lynwood Successor Agency - Page 30 of 130
SUCCESSOR AGENCY TO THE FORMER LYNWOOD REDEVELOPMENT AGENCY
RESOLUTION NO. 2022-____
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER LYNWOOD
REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING
BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE
DISSOLVED LYNWOOD REDEVELOPMENT AGENCY AND OF THE
SUCESSOR AGENCY, APPROVING THE EXECUTION AND DELIVERY OF AN
INDENTURE OF TRUST AND PROVIDING FOR OTHER MATTERS PROPERLY
RELATING THERETO
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code
(unless otherwise noted, all Section references hereinafter being to such Code), the Lynwood
Redevelopment Agency (the “Former Agency”) has been dissolved and no longer exists as a
public body, corporate and politic, and pursuant to Section 34173, the Successor Agency to the
Former Lynwood Redevelopment Agency (the “Successor Agency”) has become the successor
entity to the Former Agency;
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued the
following series of bonds to provide moneys to finance redevelopment activities for Project A of
the Former Agency:
(i) Tax Allocation Bonds (Project Area A - Subordinate Lien), 2011 Series A (the
“2011 Series A Bonds”); and
(ii) Taxable Tax Allocation Bonds (Housing Project - Subordinate Lien), 2011 Series
B (the “2011 Series B Bonds” and together with the 2011 Series A Bonds, the
“2011 Bonds”);
and, subsequent to the dissolution of the Former Agency, the County of Los Angeles
Redevelopment Refunding Authority, on behalf of the Successor Agency (and others, as
to the Series 2013D Various Redevelopment Project Areas bonds), issued the following
series of bonds to provide moneys to refund obligations of the Former Agency incurred in
1999 for the Project A and Alameda Project Areas:
(iii) County of Los Angeles Redevelopment Refunding Authority Tax Allocation
Revenue Refunding Bonds Series 2013D Various Redevelopment Project Areas
(the “County Series 2013D Bonds”), which was supported in part by Successor to
Lynwood Redevelopment Agency Lynwood (Project A) Refunding Bonds (the
“2013 Project A Bonds”); and
(iv) County of Los Angeles Redevelopment Refunding Authority Tax Allocation
Revenue Refunding Bonds Series 2013F Lynwood Redevelopment Agency
Alameda Project Area (the “County Series 2013F Bonds”), which were supported
in full by Successor to Lynwood Redevelopment Agency Lynwood (Alameda)
Refunding Bonds (the “2013 Alameda Project Bonds” and together with the 2013
Project A Bonds, the “2013 Bonds”);
Lynwood Successor Agency - Page 31 of 130
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the 2011 Series A Bonds, 2011 Series B Bonds, 2013 Project A Bonds and 2013 Alameda
Project Bonds are collectively referred to herein as the “Prior Bonds”; and
WHEREAS, Section 34177.5 authorizes the Successor Agency to issue refunding bonds
pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service
savings within the parameters set forth in Section 34177.5(a)(1) (the “Savings Parameters”);
WHEREAS, to determine compliance with the Savings Parameters for purposes of the
issuance by the Successor Agency of its Successor Agency to the Former Lynwood
Redevelopment Agency 2022 Tax Allocation Refunding Bonds (the “Refunding Bonds”), the
Successor Agency has caused its municipal advisor, Kosmont Transactions Services, Inc. (the
“Municipal Advisor”), to prepare an analysis of the potential savings that will accrue to the
Successor Agency and to applicable taxing entities as a result of the use of the proceeds of the
Refunding Bonds to repay the Prior Bonds and, thereby, to refund the Prior Bonds (the “Debt
Service Savings Analysis”);
WHEREAS, the Successor Agency desires at this time to approve the issuance of the
Refunding Bonds and to approve the form of and authorize the execution and delivery of the
Indenture of Trust, by and between the Successor Agency and U.S. Bank Trust Company,
National Association, as trustee, (the “Indenture”) providing for the issuance of the Refunding
Bonds;
WHEREAS, pursuant to Health and Safety Code Section 34179(q), commencing on and
after July 1, 2018, the County of Los Angeles, where more than 40 oversight boards were created
by the Dissolution Act, shall have five consolidated oversight boards each encompassing the five
supervisorial districts as so comprised on July 1 , 2018;
WHEREAS, the Second Supervisorial District Consolidated Oversight Board (“Oversight
Board”) has jurisdiction over the Successor Agency;
WHEREAS, pursuant to Section 34177.5(f) and Section 34180(b), the issuance of the
Refunding Bonds by the Successor Agency is subject to the approval of the Oversight Board;
WHEREAS, the Successor Agency is now requesting that the Oversight Board direct the
Successor Agency to undertake the refunding proceedings and to approve the issuance of the
Refunding Bonds pursuant to this Resolution and the Indenture;
WHEREAS, the Successor Agency further requests that the Oversight Board make certain
determinations described below on which the Successor Agency will rely in undertaking the
refunding proceedings and the issuance of the Refunding Bonds;
WHEREAS, following approval by the Oversight Board of the issuance of the Refunding
Bonds by the Successor Agency and upon submission of the Oversight Board Resolution to the
California Department of Finance, the Successor Agency will, with the assistance of Jones Hall,
A Professional Law Corporation, as Disclosure Counsel (“Disclosure Counsel”), the Municipal
Advisor, and Kosmont Transactions Services, Inc., as Fiscal Consultant (“Fiscal Consultant”),
cause to be prepared a form of Official Statement for the Refunding Bonds describing the
Refunding Bonds and containing material information relating to the Successor Agency and the
Refunding Bonds, the preliminary form of which will be submitted to the Successor Agency for
approval and distribution to persons and institutions interested in purchasing the Refunding
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Bonds, and one or more escrow agreements or refunding instructions and bond purchase
agreements, as needed to facilitate one or more series of Refunding Bonds;
WHEREAS, Section 5852.1 of the California Government Code, which became effective
on January 1, 2018, enacted pursuant to Senate Bill 450 (Chapter 625 of the 2017-2018 Session
of the California Legislature), requires that the Successor Agency obtain from an underwriter,
municipal advisor or private lender and disclose, in a meeting open to the public, prior to
authorization of the issuance of the Refunding Bonds, good faith estimates of (a) the true interest
cost of the Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect
to the Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds expected to be
received net of the fees and charges paid to third parties and any reserves or capitalized interest
paid or funded with proceeds of the Refunding Bonds, and (d) the sum total of all debt service
payments on the Refunding Bonds calculated to the final maturity of the Refunding Bonds plus
the fees and charges paid to third parties not paid with the proceeds of the Refunding Bonds; and
WHEREAS, in compliance with Section 5852.1 of the California Government Code, the
Successor Agency has prepared, with the assistance of the Municipal Advisor, the required good
faith estimates and such estimates are included in the agenda report submitted by staff to the
Successor Agency in connection with the proposed adoption of this Resolution.
NOW, THEREFORE, the Successor to Lynwood Redevelopment Agency RESOLVES as
follows:
1. Determination of Savings. The Successor Agency has determined that there are
significant potential savings available to the Successor Agency and to applicable taxing entities
in compliance with the Savings Parameters by the issuance by the Successor Agency of the
Refunding Bonds to provide funds to refund and defease the Prior Bonds, all as evidenced by the
Debt Service Savings Analysis on file with the Successor Agency, which Debt Service Savings
Analysis is hereby approved.
2. Approval of Issuance of the Bonds. The Successor Agency hereby authorizes and
approves the issuance of the Refunding Bonds under the Law and the Refunding Law, provided
that the principal and interest amount payable with respect to the Refunding Bonds complies in
all respects with the requirements of the Savings Parameters at the time of sale and delivery, as
shall be certified to by the Municipal Advisor upon delivery of the Refunding Bonds or any part
thereof. The Refunding Bonds may be issued as a single issue, or from time to time, in separate
series, each of which may be issued on a taxable or tax-exempt basis, as the Successor Agency
shall determine is necessary to comply with Federal tax laws. The approval of the issuance of
the Refunding Bonds by the Successor Agency and the Oversight Board shall constitute the
approval of each and every separate series of Refunding Bonds and the sale of the Refunding
Bonds.
3. Approval of Indenture. The Successor Agency hereby approves the Indenture
prescribing the terms and provisions of the Refunding Bonds and the application of the proceeds
of the Refunding Bonds. Each of the Mayor of the City of Lynwood (the “City”), as the Chair and
presiding officer of the Successor Agency, the City Manager of the City, as the chief administrative
officer of the Successor Agency, and the Finance Director of the City, as the chief financial officer
of the Successor Agency, on behalf of the Successor Agency (each, an “Authorized Officer”), is
hereby authorized and directed to execute and deliver, and the City Clerk of the City, as the
Secretary of the Successor Agency, on behalf of the Successor Agency, is hereby authorized and
directed to attest to, the Indenture for and in the name and on behalf of the Successor Agency, in
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substantially the form on file with the Successor Agency, with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by the execution and delivery of the Indenture. The
Successor Agency hereby authorizes the delivery and performance of the Indenture.
4. Oversight Board Approval of the Issuance of the Bonds. The Successor Agency
acknowledges that the Oversight Board, pursuant to Section 34177.5(f), has or will approve the
Successor Agency to undertake the refunding proceedings and issue the Refunding Bonds
pursuant to Section 34177.5(a)(1) and this Resolution and the Indenture, and such approval is
required.
5. Determinations by the Oversight Board. The Successor Agency is approving the
Refunding Bonds is reliance on the Oversight Board making the following determinations:
(a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover
its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding
Bonds, including the cost of reimbursing the City for administrative staff time spent with respect
to the authorization, issuance, sale and delivery of the Refunding Bonds;
(b) The application of proceeds of the Refunding Bonds by the Successor Agency to
the refunding and defeasance of all or a portion of the Prior Bonds, as well as the payment by the
Successor Agency of costs of issuance of the Refunding Bonds, as provided in Section
34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of
the Refunding Bonds, notwithstanding Section 34177.3 or any other provision of law to the
contrary, without the approval of the Oversight Board, the California Department of Finance, the
Los Angeles County Auditor-Controller or any other person or entity other than the Successor
Agency; and
(c) The Successor Agency shall be entitled to receive its full Administrative Cost
Allowance under Section 34183(a)(3) without any deductions with respect to continuing costs
related to the Refunding Bonds, such as trustee’s fees, auditing and fiscal consultant fees and
continuing disclosure and rating agency costs (collectively, “Continuing Costs of Issuance”), and
such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to
Section 34183. In addition and as provided by Section 34177.5(f), if the Successor Agency is
unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency
shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding
proceedings of the Refunding Bonds from such property tax revenues pursuant to Section 34183
without reduction in its Administrative Cost Allowance.
6. Filing of Debt Service Savings Analysis and Resolution. The Successor Agency is
hereby authorized and directed to file the Debt Service Savings Analysis, together with a certified
copy of this Resolution, with the Oversight Board, and, as provided in Section 34180(j) with the
Los Angeles County Administrative Officer, the Los Angeles County Auditor-Controller and the
California Department of Finance.
7. Issuance of Refunding Bonds in Whole or in Part. It is the intent of the Successor
Agency to sell and deliver the Refunding Bonds in whole, provided that there is compliance with
the Savings Parameters. However, the Successor Agency will initially authorize the sale and
delivery of the Refunding Bonds in whole or, if such Savings Parameters cannot be met with
respect to the whole, then in part; provided that the Refunding Bonds so sold and delivered in
part are in compliance with the Savings Parameters. The sale and delivery of the Refunding
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Bonds in part will in each instance provide sufficient funds only for the refunding of that portion of
the Refunding Bonds that meet the Savings Parameters. In the event the Refunding Bonds are
initially sold in part, the Successor Agency intends to sell and deliver additional parts of the
Refunding Bonds without the prior approval of the Oversight Board provided that in each such
instance the Refunding Bonds so sold and delivered in part are in compliance with the Savings
Parameters.
8. Professional Services. The selection of Kosmont Transactions Services, Inc. as
municipal advisor and fiscal consultant, Samuel A. Ramirez & Co., Inc., as underwriter, and the
firm of Jones Hall, A Professional Law Corporation, as bond and disclosure counsel, is hereby
confirmed. The Authorized Officers, each acting alone, are hereby authorized to execute
professional services agreement with each such firm. Additionally, the selection of U.S. Bank
Trust Company, National Association, as trustee for the Refunding Bonds, is hereby also
confirmed.
9. Municipal Bond Insurance and Reserve Fund Insurance Policy. The Authorized
Officers, each acting alone, are hereby authorized and directed to take all actions necessary to
obtain a municipal bond insurance policy for the Refunding Bonds and a debt service reserve
fund insurance policy for the Refunding Bonds from a municipal bond insurance company if it is
determined, upon consultation with the Municipal Advisor, that such municipal bond insurance
policy and/or debt service reserve fund insurance policy will reduce the true interest costs with
respect to the Refunding Bonds.
10. Approval of Official Statement. Following approval by the Oversight Board of the
issuance of the Refunding Bonds by the Successor Agency and upon submission of the Oversight
Board Resolution to the California Department of Finance, the Successor Agency will, with the
assistance of Disclosure Counsel, the Fiscal Consultant and the Municipal Advisor, cause to be
prepared a form of Official Statement for the Refunding Bonds describing the Refunding Bonds
and containing material information relating to the Successor Agency and the Refunding Bonds,
the preliminary form of which will be submitted to the Successor Agency for approval for
distribution to persons and institutions interested in purchasing the Refunding Bonds, and one or
more escrow agreements or refunding instructions and bond purchase agreement as needed to
facilitate one or more series of Refunding Bonds.
11. Official Actions. The Authorized Officers and any and all other officers of the
Successor Agency and the City are hereby authorized and directed, for and in the name and on
behalf of the Successor Agency, to do any and all things and take any and all actions, which they,
or any of them, may deem necessary or advisable in obtaining the requested approvals by the
Oversight Board and the California Department of Finance and in the issuance, sale and delivery
of the Refunding Bonds. Whenever in this Resolution any officer of the Successor Agency is
directed to execute or countersign any document or take any action, such execution,
countersigning or action may be taken on behalf of such officer by any person designated by such
officer to act on his or her behalf in the case such officer is absent or unavailable.
12. Effective Date. This Resolution shall take effect from and after the date of approval
and adoption thereof.
Lynwood Successor Agency - Page 35 of 130
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PASSED, APPROVED AND ADOPTED THIS _____ day of _____ 2022.
[modify titles as needed for Successor Agency]
Jorge Casanova, Mayor
ATTEST:
Maria Quinonez, City Clerk
Ernie Hernandez, City Manager
APPROVED AS TO FORM:
Noel Tapia, City Attorney
APPROVED AS TO CONTENT:
Ernie Hernandez, City Manager
[Insert City Clerk certification page]
Lynwood Successor Agency - Page 36 of 130
Jones Hall Draft 6.28.22
INDENTURE OF TRUST
Dated as of __________ 1, 2022
by and between the
SUCCESSOR TO THE
LYNWOOD REDEVELOPMENT AGENCY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to
$______________
Successor Agency to
Lynwood Redevelopment Agency
2022 Tax Allocation Refunding Bonds, Series A
and
$______________
Lynwood Redevelopment Agency
2022 Tax Allocation Refunding Bonds, Series B (Federally Taxable)
Lynwood Successor Agency - Page 37 of 130
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TABLE OF CONTENTS
Page
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations. ........................................................................................... 4
Section 1.02. Definitions ......................................................................................................................... 4
Section 1.03. Rules of Construction ..................................................................................................... 14
ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01. Authorization of 2022 Bonds. ......................................................................................... 16
Section 2.02. Terms of 2022 Bonds. .................................................................................................... 16
Section 2.03. Redemption of 2022 Bonds. ........................................................................................... 18
Section 2.04. Form of 2022 Bonds. ...................................................................................................... 20
Section 2.05. Execution of 2022 Bonds. .............................................................................................. 20
Section 2.06. Transfer of Bonds. .......................................................................................................... 21
Section 2.07. Exchange of Bonds. ....................................................................................................... 21
Section 2.08. Registration of Bonds. .................................................................................................... 22
Section 2.09. Temporary Bonds. .......................................................................................................... 22
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. .................................................................. 22
Section 2.11. Book-Entry System. ........................................................................................................ 23
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF 2022 BONDS
Section 3.01. Issuance of 2022 Bonds. ................................................................................................ 25
Section 3.02. Application of Proceeds of Sale and Certain Other Amounts. ........................................ 25
Section 3.03. Bond Proceeds Fund; Costs of Issuance Account. ........................................................ 26
Section 3.04. Refunding Fund. ............................................................................................................. 26
Section 3.06. Issuance of Parity Debt ................................................................................................. 26
Section 3.07. Issuance of Subordinate Debt. ....................................................................................... 27
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security. ................................................................................. 28
Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. ...................... 28
Section 4.03. Deposit of Amounts by Trustee. ..................................................................................... 28
Section 4.04. Provisions Relating to 2022 Reserve Policy ................................................................... 32
Section 4.05. Claims Upon the 2022A Bond Insurance Policy ............................................................. 34
Section 4.06. Claims Upon the 2022B Bond Insurance Policy ............................................................. 36
Section 4.07. Rights of the 2022 Insurer .............................................................................................. 38
ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01. Punctual Payment. ......................................................................................................... 43
Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. .................................... 43
Section 5.03. Extension of Payment. ................................................................................................... 43
Section 5.04. Payment of Claims. ........................................................................................................ 43
Section 5.05. Books and Accounts; Financial Statements. .................................................................. 43
Section 5.06. Protection of Security and Rights of Owners. ................................................................. 44
Section 5.07. Payments of Taxes and Other Charges. ........................................................................ 44
Section 5.08. Compliance with the Law; Recognized Obligation Payment Schedules. ....................... 44
Section 5.09. [Reserved]. ..................................................................................................................... 46
Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. ................................................ 46
Section 5.11. No Arbitrage. .................................................................................................................. 47
Section 5.12. Private Activity Bond Limitation. ..................................................................................... 47
Section 5.13. Federal Guarantee Prohibition. ...................................................................................... 47
Section 5.14. Rebate Requirement. ..................................................................................................... 47
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Section 5.15. Maintenance of Tax-Exemption. ..................................................................................... 47
Section 5.16. Continuing Disclosure ................................................................................................... 47
Section 5.17. Meet and Confer; Recognized Obligation Payment Schedule. ..................................... 47
Section 5.18. Further Assurances. ...................................................................................................... 48
ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee. ................................................................ 49
Section 6.02. Merger or Consolidation. ................................................................................................ 50
Section 6.03. Liability of Trustee. ......................................................................................................... 50
Section 6.04. Right to Rely on Documents and Opinions. ................................................................... 53
Section 6.05. Preservation and Inspection of Documents. ................................................................... 53
Section 6.06. Compensation and Indemnification. ............................................................................... 53
Section 6.07. Deposit and Investment of Moneys in Funds. ................................................................ 54
Section 6.08. Accounting Records and Financial Statements. ............................................................. 55
Section 6.09. Appointment of Co-Trustee or Agent. ............................................................................. 55
Section 6.10. Other Transactions with Successor Agency. .................................................................. 56
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment With And Without Consent of Owners ....................................................... 57
Section 7.02. Effect of Supplemental Indenture. .................................................................................. 57
Section 7.03. Endorsement or Replacement of Bonds After Amendment. .......................................... 58
Section 7.04. Amendment by Mutual Consent. .................................................................................... 58
Section 7.05. Trustee's Reliance ......................................................................................................... 58
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities. ........................................................... 59
Section 8.02. Application of Funds Upon Acceleration. ....................................................................... 60
Section 8.03. Power of Trustee to Control Proceedings. ..................................................................... 60
Section 8.04. Limitation on Owner's Right to Sue. ............................................................................... 61
Section 8.05. Non-Waiver. ................................................................................................................... 61
Section 8.06. Actions by Trustee as Attorney-in-Fact. ......................................................................... 62
Section 8.07. Remedies Not Exclusive. ............................................................................................... 62
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits Limited to Parties. ............................................................................................. 63
Section 9.02. Successor is Deemed Included in All References to Predecessor. ............................... 63
Section 9.03. Defeasance of Bonds. .................................................................................................... 63
Section 9.04. Execution of Documents and Proof of Ownership by Owners. ...................................... 64
Section 9.05. Disqualified Bonds. ......................................................................................................... 64
Section 9.06. Waiver of Personal Liability. ........................................................................................... 64
Section 9.07. Destruction of Cancelled Bonds. .................................................................................... 64
Section 9.08. Notices. .......................................................................................................................... 65
Section 9.09. Partial Invalidity. ............................................................................................................. 65
Section 9.10. Unclaimed Moneys. ........................................................................................................ 65
Section 9.11. Execution in Counterparts. ............................................................................................. 66
Section 9.12. Governing Law ............................................................................................................... 66
EXHIBIT A FORMS OF 2022 BONDS
EXHIBIT B RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE
Lynwood Successor Agency - Page 39 of 130
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INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”) is made and entered into and dated as
of __________ 1, 2022, by and between the SUCCESSOR TO LYNWOOD REDEVLEOPMENT
AGENCY, a public entity duly created and existing under the laws of the State of California (the
“Successor Agency”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United States of America, as
trustee (the “Trustee”);
W I T N E S S E T H:
WHEREAS, the Lynwood Redevelopment Agency (the “Former Agency”) was a public
body, corporate and politic, duly established and authorized to transact business and exercise
powers under and pursuant to the provisions of the Community Redevelopment Law of the State
of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the
“Law”);
WHEREAS, a Redevelopment Plan for Project Area A and the Alameda Project Area (the
“Project Areas”) in the City of Lynwood, California was adopted in compliance with all
requirements of the Law;
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code
(unless otherwise noted, Section references hereinafter being to such Code), the Lynwood
Redevelopment Agency (the “Former Agency”) has been dissolved and no longer exists as a
public body, corporate and politic, and pursuant to Section 34173, and the Successor Agency has
become the successor entity to the Former Agency (the “Successor Agency”);
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued the
following series of bonds to provide moneys to finance redevelopment activities for the Project A
Project Area:
(i) Tax Allocation Bonds (Project Area A - Subordinate Lien), 2011 Series A (the
“2011 Series A Bonds”); and
(ii) Taxable Tax Allocation Bonds (Housing Project - Subordinate Lien), 2011 Series
B (the “2011 Series B Bonds” and together with the 2011 Series A Bonds, the
“2011 Bonds”);
and, subsequent to the dissolution of the Former Agency, the County of Los Angeles
Redevelopment Refunding Authority, on behalf of the Successor Agency (and others, as
to the Series 2013D Various Redevelopment Project Areas bonds), issued the following
series of bonds to provide moneys to refund obligations of the Former Agency incurred in
1999 for the Project A and Alameda Project Areas:
(iii) County of Los Angeles Redevelopment Refunding Authority Tax Allocation
Revenue Refunding Bonds Series 2013D Various Redevelopment Project Areas
(the “County Series 2013D Bonds”), which was supported in part by Successor to
Lynwood Redevelopment Agency Lynwood (Project A) Refunding Bonds (the
“2013 Project A Bonds”); and
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(iv) County of Los Angeles Redevelopment Refunding Authority Tax Allocation
Revenue Refunding Bonds Series 2013F Lynwood Redevelopment Agency
Alameda Project Area (the “County Series 2013F Bonds”), which were supported
in full by Successor to Lynwood Redevelopment Agency Lynwood (Alameda)
Refunding Bonds (the “2013 Alameda Project Bonds” and together with the 2013
Project A Bonds, the “2013 Bonds”);
the 2011 Series A Bonds, 2011 Series B Bonds, 2013 Project A Bonds and 2013 Alameda
Project Bonds are collectively referred to herein as the “Prior Bonds”, and
WHEREAS, Section 34177.5(a)(1) of the California Health and Safety Code authorizes
the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other
obligations of the Former Agency, subject to the conditions precedent contained in said Section
34177.5;
WHEREAS, Section 34177.5(a)(1) also authorizes the Successor Agency to issue bonds
pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service
savings within the parameters set forth in said Section 34177.5;
WHEREAS, by implementation of California Assembly Bill X1 26, which amended
provisions of the Law, and the California Supreme Court’s decision in California Redevelopment
Association v. Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance
with California Assembly Bill X1 26 approved by the Governor of the State on June 28, 2011 (as
amended, the “Dissolution Act”), and on February 1, 2012, the Successor Agency, in accordance
with and pursuant to the Dissolution Act, assumed the duties and obligations of the Former
Agency as provided in the Dissolution Act, including, without limitation, the obligations of the
Former Agency under the Prior Bonds;
WHEREAS, the Successor Agency has determined that it will achieve debt service
savings within such parameters by the issuance pursuant to the Law and the Refunding Law of
its (i) $___________ aggregate principal amount of Successor to Lynwood Redevelopment
Agency 2022 Tax Allocation Refunding Bonds, Series A (the “2022A Bonds”), and (ii)
$___________ aggregate principal amount of Successor to Lynwood Redevelopment Agency
2022 Tax Allocation Refunding Bonds, Series B (Federally Taxable) (the “2022B Bonds” and,
together with the 2022A Bonds, the “2022 Bonds”), to provide funds to refund all of the outstanding
Prior Bonds;
WHEREAS, the Bonds (as defined herein), including the 2022 Bonds, will be payable from
Tax Revenues (as hereinafter defined);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and
secured and to secure the payment of the principal thereof and interest and redemption premium
(if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and
delivery of this Indenture; and
WHEREAS, all acts and proceedings required by law necessary to make the Bonds when
executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid,
binding and legal special obligations of the Successor Agency, and to constitute this Indenture a
Lynwood Successor Agency - Page 41 of 130
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legal, valid and binding agreement for the uses and purposes herein set forth in accordance with
its terms, have been done or taken;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and the interest and redemption premium (if any) on all the Bonds
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 Bonds are to be issued and
received, and in consideration of the premises and of the mutual covenants herein contained and
of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable
considerations, the receipt of which is hereby acknowledged, the Successor Agency and the
Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners
from time to time of the Bonds, as follows:
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ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations. The Successor Agency has reviewed all
proceedings heretofore taken and has found, as a result of such review, and hereby finds and
determines that all things, conditions and acts required by law to exist, happen or be performed
precedent to and in connection with the issuance of the Bonds do exist, have happened and have
been performed in due time, form and manner as required by law, and the Successor Agency is
now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the
manner and form provided in this Indenture.
Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this
Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any
certificate, opinion or other document herein mentioned, have the meanings herein specified.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on
the Outstanding Bonds and Parity Debt in such Bond Year, assuming that the Outstanding Serial
Bonds are retired as scheduled and that the Outstanding Term Bonds are redeemed from
mandatory sinking account payments as scheduled (b) the principal amount of the Outstanding
Serial Bonds and Parity Debt payable by their terms in such Bond Year, and (c) the principal
amount of the Outstanding Term Bonds scheduled to be paid or redeemed from mandatory
sinking account payments in such Fiscal Year.
“Bond” or “Bonds” means the 2022 Bonds and, if the context requires, any additional Parity
Debt issued pursuant to a Supplemental Indenture pursuant to Section 3.05 hereof.
“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other
attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally-
recognized experience in the issuance of obligations the interest on which is excludable from
gross income for federal income tax purposes under the Code.
“Bond Proceeds Fund” means the fund by that name established and held by the Trustee
pursuant to Section 3.03.
“Bond Year” means, any twelve-month period beginning on September 2 in any year and
ending on the next succeeding September 1, both dates inclusive, except that the first Bond Year
shall begin on the Closing Date, and end on September 1, 2023.
“Business Day” means a day of the year on which banks in Los Angeles, California, or the
city where the Principal Corporate Trust Office is located are not required or permitted to be closed
and on which the New York Stock Exchange is not closed.
“Chairman” means the Mayor of the City or other duly appointed officer of the Successor
Agency authorized by the Successor Agency by resolution to perform the functions of the
Chairman in the event of the Chairman’s absence or disqualification.
“City” means the City of Lynwood, California, a municipal corporation and general law city
duly organized and existing under the laws of the State.
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“Closing Date” means, with respect to the 2022 Bonds, the date on which the 2022 Bonds
are delivered by the Trustee to the original purchaser thereof, being ____________, 2022.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations
issued on the date of issuance of the Bonds, together with applicable, temporary and final
regulations promulgated, and applicable official public guidance published, under the Code.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate relating to
the 2022 Bonds executed by the Successor Agency dated as of the Closing Date, as originally
executed and as it may be amended from time to time in accordance with the terms thereof.
“Costs of Issuance” means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery
of the Bonds, including but not limited to City and Successor Agency administrative staff costs,
printing expenses, bond insurance and surety bond premiums, rating agency fees, filing and
recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees
and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors,
accounting firms, consultants and other professionals, fees and charges for preparation,
execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the
original issuance of the Bonds.
“Costs of Issuance Account” means the account by that name within the Bond Proceeds
Fund established and held by the Trustee pursuant to Section 3.03.
“County” means the County of Los Angeles, a county duly organized and existing under
the Constitution and laws of the State.
“Debt Service Fund” means the fund by that name established and held by the Trustee
pursuant to Section 4.03.
“Defeasance Obligations” means (i) cash, (ii) Federal Securities and (iii) Permitted
Investments listed under subsection (b) of the definition thereof excluding Permitted Investments
listed under (b)(iv) and (b)(vi).
“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.11.
“Depository System Participant” means any participant in the Depository's book-entry
system.
“Dissolution Act” means Part 1.85 (commencing with Section 34170) of Division 24 of the
California Health and Safety Code.
“DTC” means The Depository Trust Company, New York, New York, and its successors
and assigns.
“Event of Default” means any of the events described in Section 8.01.
“Federal Securities” means any direct, noncallable general obligations of the United States
of America (including obligations issued or held in book entry form on the books of the Department
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of the Treasury of the United States of America and CATS and TGRS), or obligations the payment
of principal of and interest on which are unconditionally guaranteed by the United States of
America.
“Fiscal Year” means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve month period
selected and designated by the Successor Agency to the Trustee in writing as its official fiscal
year period.
“Former Agency” means the Lynwood Redevelopment Agency, a public body corporate
and politic duly organized under the Law and dissolved in accordance with the Dissolution Act.
“Indenture” means this Indenture of Trust by and between the Successor Agency and the
Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental
Indenture entered into pursuant to the provisions hereof.
“Independent Accountant” means any accountant or firm of such accountants duly
licensed or registered or entitled to practice as such under the laws of the State, appointed by the
Successor Agency, and who, or each of whom:
(a) is in fact independent and not under domination of the Successor Agency;
(b) does not have any substantial interest, direct or indirect, with the Successor
Agency; and
(c) is not connected with the Successor Agency as an officer or employee of the
Successor Agency, but who may be regularly retained to make reports to the Successor
Agency.
“Independent Redevelopment Consultant” means any consultant or firm of such
consultants appointed by the Successor Agency, and who, or each of whom:
(a) is judged by the Successor Agency to have experience in matters relating to
the collection of tax increment revenues or otherwise with respect to the financing of
redevelopment projects;
(b) is in fact independent and not under domination of the Successor Agency;
(c) does not have any substantial interest, direct or indirect, with the Successor
Agency; and
(d) is not connected with the Successor Agency as an officer or employee of the
Successor Agency, but who may be regularly retained to make reports to the Successor
Agency.
“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system
of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of
the Securities and Exchange Commission, such other services providing information with respect
to called bonds as the Successor Agency may designate in a Written Certificate of the Successor
Agency delivered to the Trustee.
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“Interest Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(a).
“Interest Payment Date” means March 1 and September 1 in each year, commencing
March 1, 2023, so long as any of the Bonds remain Outstanding hereunder.
“Law” means the Community Redevelopment Law, constituting Part 1 of Division 24 of the
California Health and Safety Code, together with the Dissolution Act, and the acts amendatory
thereof and supplemental thereto (including the Dissolution Act).
“Maximum Annual Debt Service” means, as of the date of calculation, the largest Annual
Debt Service for the current or any future Bond Year, including payments on any Parity Debt, as
certified in writing by the Successor Agency to the Trustee.
“Nominee” means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee
of the Depository designated pursuant to Section 2.11(a).
“Outstanding” when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 9.05) all Bonds except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for
cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section 9.03;
and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Successor Agency pursuant hereto.
“Oversight Board” means the Fourth Supervisorial District Consolidated Oversight Board
duly constituted from time to time pursuant to Section 34179 of the California Health and Safety
Code.
“Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the
ownership of such Bond shall be registered on the Registration Books.
“Parity Debt” means any loan, bonds, notes, advances or indebtedness payable from Tax
Revenues on a parity with the 2022 Bonds as authorized by the provisions of Section 3.05.
“Parity Debt Instrument” means any resolution, indenture of trust, loan agreement, trust
agreement or other instrument authorizing the issuance of any Parity Debt, including, without
limitation, a Supplemental Indenture authorized by Section 7.01(e).
“Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure
Certificate.
“Permitted Investments” means any of the following which at the time of investment are
legal investments under the laws of the State for the moneys proposed to be invested therein:
(a) Federal Securities;
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(b) bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such obligations are
backed by the full faith and credit of the United States of America (stripped securities are
only permitted if they have been stripped by the agency itself): (i) direct obligations or fully
guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii)
certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of
the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v)
participation certificates of the General Services Administration; (vi) guaranteed
mortgage-backed bonds or guaranteed pass-through obligations of the Government
National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime
Administration; (viii) project notes, local authority bonds, new communities debentures and
U.S. public housing notes and bonds of the U.S. Department of Housing and Urban
Development;
(c) bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S. government agencies
(stripped securities are only permitted if they have been stripped by the agency itself): (i)
senior debt obligations of the Federal Home Loan Bank System; (ii) participation
certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation;
(iii) mortgaged-backed securities and senior debt obligations of the Federal National
Mortgage Association (excluding stripped mortgage securities which are valued greater
than par on the portion of unpaid principal); (iv) senior debt obligations of the Student Loan
Marketing Association; (v) obligations (but only the interest component of stripped
obligations) of the Resolution Funding Corporation; and (vi) consolidated system wide
bonds and notes of the Farm Credit System;
(d) money market funds (including funds of the Trustee or its affiliates) registered
under the Federal Investment Company Act of 1940, whose shares are registered under
the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G”, “AAAm”, or
“AAm”, including funds for which the Trustee, its affiliates or subsidiaries receives and
retains a fee for services provided to the fund, whether as a custodian, transfer agent,
investment advisor or otherwise;
(e) certificates of deposit secured at all times by collateral described in (a) or (b)
above, which have a maturity of one year or less, which are issued by commercial banks,
including affiliates of the Trustee, savings and loan associations or mutual savings banks,
and such collateral must be held by a third party, and the Trustee on behalf of the Bond
Owners must have a perfected first security interest in such collateral;
(f) certificates of deposit, savings accounts, deposit accounts or money market
deposits (including those of the Trustee and its affiliates) which are fully insured by the
Federal Deposit Insurance Corporation;
(g) investment agreements, including guaranteed investment contracts, which, are
general obligations of an entity whose long term debt obligations, or claims paying ability,
respectively, which are rated in one of the two highest rating categories by S&P or which
are collateralized so as to be rated in one of the two highest rating categories by S&P;
(h) commercial paper rated, at the time of purchase, “A-1” or better by S&P;
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(i) bonds or notes issued by any state or municipality which are rated by S&P in
one of the two highest rating categories assigned by such agencies;
(j) money-market deposits, federal funds or bankers acceptances with a maximum
term of one year of any bank which has an unsecured, uninsured and unguaranteed
obligation rating of “A-1” or “A” or better by S&P;
(k) repurchase agreements for thirty (30) days or less (more than thirty (30) days
which provide for the transfer of securities from a dealer bank or securities firm
(seller/borrower) to the Trustee and the transfer of cash from the Trustee to the dealer
bank or securities firm with an agreement that the dealer bank or securities firm will repay
the cash plus a yield to the Trustee in exchange for the securities at a specified date,
which satisfy the following criteria:
(i) repurchase agreements must be between the Trustee and (A) a primary
dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction
of the Securities Investors Protection Corporation and which are rated “A” or better
by S&P, or (B) a bank rated “A” or better by S&P;
(ii) the written repurchase agreement contract must include the following:
(A) securities acceptable for transfer, which may be direct U.S. government
obligations, or federal agency obligations backed by the full faith and credit of the
U.S. government; (B) the term of the repurchase agreement may be up to 30 days;
(C) the collateral must be delivered to the Trustee or a third party acting as agent
for the Trustee simultaneous with payment (perfection by possession of certificated
securities); (D) the Trustee must have a perfected first priority security interest in
the collateral; (E) the collateral must be free and clear of third-party liens and, in
the case of a broker which falls under the jurisdiction of the Securities Investors
Protection Corporation, are not subject to a repurchase agreement or a reverse
repurchase agreement; (F) failure to maintain the requisite collateral percentage,
after a two day restoration period, will require the Trustee to liquidate the collateral;
(G) the securities must be valued weekly, marked-to-market at current market price
plus accrued interest and the value of collateral must be equal to 104% of the
amount of cash transferred by the Trustee to the dealer bank or securities firm
under the repurchase agreement plus accrued interest (unless the securities used
as collateral are obligations of the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation, in which case the collateral must be
equal to 105% of the amount of cash transferred by the Trustee to the dealer bank
or securities firm under the repurchase agreement plus accrued interest). If the
value of securities held as collateral falls below 104% of the value of the cash
transferred by the Trustee, then additional cash and/or acceptable securities must
be transferred; and
(iii) a legal opinion must be delivered to the Trustee to the effect that the
repurchase agreement meets guidelines under state law for legal investment of
public funds;
(l) pre-refunded municipal bonds rated “AAA” by S&P; and
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(m) the Local Agency Investment Fund of the State of California, created pursuant
to Section 16429.1 of the California Government Code, to the extent the Trustee is
authorized to deposit and withdraw from such investment directly in its own name.
“Principal Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(b).
“Principal Corporate Trust Office” means such corporate trust office of the Trustee as may
be designated from time to time by written notice from the Trustee to the Successor Agency.
Except that with respect to presentation of Bonds for payment or for registration of transfer and
exchange such term shall mean the corporate trust office of U.S. Bank Trust Company, National
Association, in Los Angeles, California, or such other office or agency of the Trustee at which at
any particular time, its corporate trust agency shall be conducted.
“Prior Bonds” means, collectively, the 2011 Bonds and the 2013 Bonds.
“Project Areas” means Project Area A and Alameda Project Area as described in the
respective Redevelopment Plan for each area.
“Qualified Reserve Account Credit Instrument” means the (i) 2022 Reserve Policy, and (ii)
an irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a
commercial bank or insurance company and deposited with the Trustee, provided that all of the
following requirements are met at the time of acceptance thereof by the Trustee: (a) S&P or
Moody’s have assigned a long-term credit rating to such bank or insurance company of “A”
(without regard to modifier) or higher; (b) such letter of credit, insurance policy or surety bond has
a term of at least 12 months; (c) such letter of credit, insurance policy or surety bond has a stated
amount at least equal to the portion of the Reserve Requirement with respect to which funds are
proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of
credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies
which may exist from time to time in the Interest Account or the Principal Account for the purpose
of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture.
“Recognized Obligation Payment Schedule” means a Recognized Obligation Payment
Schedule, each prepared and approved from time to time pursuant to subdivision (l) of Section
34177 of the Health and Safety Code of the State.
“Record Date” means, with respect to any Interest Payment Date, the close of business
on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether
or not such fifteenth (15th) calendar day is a Business Day.
“Redemption Account” means the account by that name established and held by the
Trustee pursuant to Section 4.03(e).
“Redevelopment Obligation Retirement Fund” means the fund established and held by the
Successor Agency pursuant to Section 34170.5(a) of the California Health and Safety Code.
“Redevelopment Property Tax Trust Fund” means the fund established for the Project
Areas pursuant to Section 34170.5(b) of the California Health and Safety Code and administered
by the Los Angeles County Auditor–Controller.
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“Registration Books” means the records maintained by the Trustee pursuant to Section
2.08 for the registration and transfer of ownership of the Bonds.
“Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part
1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof
and supplemented thereto.
“Report” means a document in writing signed by an Independent Redevelopment
Consultant and including:
(a) a statement that the person or firm making or giving such Report has read the
pertinent provisions of this Indenture to which such Report relates;
(b) a brief statement as to the nature and scope of the examination or investigation
upon which the Report is based; and
(c) a statement that, in the opinion of such person or firm, sufficient examination
or investigation was made as is necessary to enable said consultant to express an
informed opinion with respect to the subject matter referred to in the Report.
“Reserve Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(d).
“Reserve Requirement” means, with respect to the 2022 Bonds and any Parity Debt
issued as Bonds pursuant to a Supplemental Indenture, the lesser of:
(i) 125% of the average Annual Debt Service with respect to the 2022 Bonds and any
Parity Debt, as applicable;
(ii) Maximum Annual Debt Service with respect to the 2022 Bonds and any Parity Debt,
as applicable; or
(iii) with respect to an individual series of Bonds, 10% of the original principal amount of
such series of Bonds (or, if such series of Bonds has more than a de minimis amount of original
issue discount or premium (as determined in accordance with the Code), 10% of the issue price
of such series of Bonds);
provided that, the Reserve Requirement may be determined on an individual basis with respect
to a series or issue of Bonds or on a combined basis for two or more series of Bonds or Parity
Debt, as determined by the Successor Agency; provided, further, that in no event shall the
Successor Agency, in connection with the issuance of Parity Debt in the form of Bonds pursuant
to a Supplemental Indenture be obligated to deposit an amount in the Reserve Account which is
in excess of the amount permitted by the applicable provisions of the Code to be so deposited
from the proceeds of tax-exempt bonds without having to restrict the yield of any investment
purchased with any portion of such deposit and, in the event the amount of any such deposit into
the Reserve Account is so limited, the Reserve Requirement shall, in connection with the issuance
of such Parity Debt issued in the form of Bonds, be increased only by the amount of such deposit
as permitted by the Code; and, provided further that the Successor Agency may meet all or a
portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument
meeting the requirements of Section 4.03(d) hereof. In the event, the Reserve Requirement is
determined on a combined basis for two or more series of Bonds or Parity Debt, such series of
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Bonds or Parity Debt shall be secured on a parity basis by the same reserve account established
under this Indenture or a Parity Debt Instrument.
In the event a Qualified Reserve Account Credit Instrument is delivered at any time to
meet the entirety of the Reserve Requirement with respect to one or more series of Bonds (that
is, no cash is being deposited or will remain deposited in the Reserve Account or subaccount
therein with respect to those series of Bonds), then, notwithstanding the foregoing definition, the
Reserve Requirement will, with respect to those series of Bonds, not exceed the Reserve
Requirement as of the date such Qualified Reserve Account Credit Instrument is delivered and
will not be subject to increase at a later date.
“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial
Services LLC, and its successors.
“Securities Depositories” means DTC and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses and/or such other securities
depositories as the Successor Agency may designate in a Written Request of the Successor
Agency delivered to the Trustee.
“Serial Bonds” means all Bonds other than Term Bonds.
“Sinking Account” means the account by that name established and held by the Trustee
pursuant to Section 4.03(c).
“State” means the State of California.
“Subordinate Debt” means any loan, advances or indebtedness issued or incurred by the
Successor Agency, which are either: (a) payable from, but not secured by a pledge of or lien
upon, the Tax Revenues, including revenue bonds and other debts and obligations scheduled for
payment pursuant to Section 34183(a)(2) of the Law; or (b) secured by a pledge of or lien upon
the Tax Revenues which is subordinate to (i) the pledge of and lien upon the Tax Revenues
hereunder for the security of the Bonds, (ii) the Successor Agency’s obligation to pay 2022
Reserve Policy Costs to the 2022 Insurer pursuant to Section 4.04(a) hereof, and (iii) the
Successor Agency’s obligation to reimburse the provider of a letter of credit, surety bond or similar
instrument for the debt service reserve account for any Parity Debt.
“Successor Agency” means the Successor to Lynwood Redevelopment Agency, a public
entity duly organized and existing under the Law.
“Supplemental Indenture” means any resolution, agreement or other instrument which has
been duly adopted or entered into by the Successor Agency, but only if and to the extent that
such Supplemental Indenture is specifically authorized hereunder.
“Tax Revenues” means all taxes that were eligible for allocation to the Former Agency
with respect to the Project Areas and are allocated, or are available to be allocated, to the
Successor Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the
Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable
State laws and that are deposited in the Redevelopment Property Tax Trust Fund and transferred
to the Successor Agency for deposit into the Redevelopment Obligation Retirement Fund,
excluding amounts required to be paid to taxing entities pursuant to Sections 33607.5, 33607.7,
and 33676 of the Law unless such payments are subordinated to payments on the 2022 Bonds
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or any additional Bonds or to the payments owed under any Parity Debt Instrument pursuant to
Section 33607.5(e) of the Law and 34177.5(c) of the Dissolution Act.
“Term Bonds” means (i) the 2022B Bonds maturing on September 1, ______, and (ii) any
Parity Debt issued pursuant to a Supplemental Indenture pursuant to Section 7.01(e) and payable
from amounts in the Sinking Account established pursuant to Section 4.03(c).
“Trustee” means The Bank of New York Mellon Trust Company, N.A, as trustee
hereunder, or any successor thereto appointed as trustee hereunder in accordance with the
provisions of Article VI.
“Written Request of the Successor Agency” or “Written Certificate of the Successor
Agency” means a request or certificate, in writing signed by the Chief Administrative Officer or the
Finance Director of the Successor Agency or by any other officer of the Successor Agency duly
authorized by the Successor Agency for that purpose.
“2011 Bonds” means the 2011 Series A Bonds and 2011 Series B Bonds.
“2011 Bonds Refunding Fund” means the fund by that name established in Section 3.04(a)
hereof.
“2011 Bonds Refunding Instructions” means those Irrevocable Refunding Instructions
dated the date of issuance and delivery of the 2022 Bonds relating to the defeasance and
refunding of the 2011 Bonds, executed by the Successor Agency and delivered to U.S. Bank
Trust Company, National Association, as trustee of the 2011 Bonds.
“2011 Series A Bonds” means the Lynwood Redevelopment Agency Tax Allocation Bonds
(Project Area A - Subordinate Lien), 2011 Series A, in the original aggregate principal amount of
$18,480,000, issued by the Former Agency.
“2011 Series B Bonds” means the Lynwood Redevelopment Agency Taxable Tax
Allocation Bonds (Housing Project - Subordinate Lien), 2011 Series B, in the original aggregate
principal amount of $5,660,000, issued by the Former Agency.
“2013 Bonds Refunding Fund” means the fund by that name established in Section 3.04(b)
hereof.
“2013 Bonds Refunding Instructions” means those Irrevocable Refunding Instructions
dated the date of issuance and delivery of the 2022 Bonds relating to the defeasance and
refunding of the 2013 Bonds, executed by the Successor Agency and delivered to U.S. Bank
Trust Company, National Association, as trustee of the 2013 Bonds.
“2013 Bonds” means the 2013 Series D Bonds and 2013 Series F Bonds.
“2013 Series D Bonds” means the Successor to Lynwood Redevelopment Agency
Lynwood (Alameda) Refunding Bonds, in the aggregate principal amount of $9,785,000, issued
by the Successor Agency and supporting in part the County of Los Angeles Redevelopment
Refunding Authority Tax Allocation Revenue Refunding Bonds Series 2013D Various
Redevelopment Project Areas (the “County Series 2013D Bonds”).
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“2013 Series F Bonds” means the Lynwood Redevelopment Agency Taxable Tax
Allocation Bonds (Housing Project - Subordinate Lien), 2011 Series B, in the aggregate principal
amount of $810,000, issued by the Successor Agency and supporting the County of Los Angeles
Redevelopment Refunding Authority Tax Allocation Revenue Refunding Bonds Series 2013F
Lynwood Redevelopment Agency Alameda Project Area (the “County Series 2013F Bonds”).
“2022 Bonds” means, collectively, the 2022A Bonds and the 2022B Bonds.
“2022A Bonds” means the $______________ initial aggregate principal amount of
Successor to Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series A.
“2022A Bond Insurance Policy” means the Municipal Bond Insurance Policy issued by the
2022 Insurer that guarantees the scheduled payment of principal of and interest on the 2022A
Bonds when due.
“2022B Bonds” means the $______________ initial aggregate principal amount of
Successor to Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series B
(Federally Taxable).
“2022B Bond Insurance Policy” means the Municipal Bond Insurance Policy issued by the
2022 Insurer that guarantees the scheduled payment of principal of and interest on the 2022B
Bonds when due.
“2022 Insurer” means ____________, its successors and assigns.
“2022 Reserve Account Agreement” means the Debt Service Reserve Agreement, dated
the Closing Date with respect to the 2022 Bonds, by and between the Successor Agency and the
2022 Insurer.
“2022 Reserve Policy” means the __________ Policy No. ________ issued by the 2022
Insurer guaranteeing payments to be applied to the payment of principal and interest on the 2022
Bonds as provided in the Reserve Account Agreement, in the initial maximum amount of
$___________.
“2022 Reserve Policy Costs” means amounts required to repay and reimburse the 2022
Insurer for draws on the 2022 Reserve Policy and expenses of the 2022 Insurer, and accrued
interest thereon.
“2022 Late Payment Rate” means the lesser of (A) the greater of (i) the per annum rate of
interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in
the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime
Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus
3%, and (ii) the then applicable highest rate of interest on the 2022 Bonds, and (B) the maximum
rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a year of 360
days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime
Rate shall be the publicly announced prime or base lending rate of such bank, banking association
or trust company bank as the 2022 Insurer in its sole and absolute discretion shall specify.
Section 1.03. Rules of Construction All references herein to “Articles,” “Sections” and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture,
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and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01. Authorization of 2022 Bonds. The 2022A Bonds in the aggregate principal
amount of _______ Million _______ Hundred _______ Thousand Dollars ($______________)
and the 2022B Bonds in the aggregate principal amount of _______ Million _______ Hundred
_______ Thousand Dollars ($______________) are hereby authorized to be issued by the
Successor Agency under and subject to the terms of this Indenture, the Law and the Refunding
Law.
This Indenture constitutes a continuing agreement with the Owners of all of the Bonds,
including the 2022 Bonds, issued or to be issued hereunder and then Outstanding to secure the
full and final payment of principal and redemption premiums (if any) and the interest on all Bonds,
including the 2022 Bonds, which may from time to time be executed and delivered hereunder,
subject to the covenants, agreements, provisions and conditions herein contained. The 2022A
Bonds shall be designated the “Successor to Lynwood Redevelopment Agency 2022 Tax
Allocation Refunding Bonds, Series A.” The 2022B Bonds shall be designated the “Successor to
Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series B (Federally
Taxable).”
Section 2.02. Terms of 2022 Bonds. The 2022 Bonds shall be dated as of the Closing
Date, and shall be issued in fully registered form without coupons in the denomination of $5,000
or any integral multiple thereof.
The 2022A Bonds shall mature and shall bear interest (calculated on the basis of a 360-
day year of twelve 30-day months) at the rate per annum as follows:
2022A Bonds
Maturity
Date
(September 1)
Principal
Amount
Interest Rate
Per Annum
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The 2022B Bonds shall mature and shall bear interest (calculated on the basis of a 360-
day year of twelve 30-day months) at the rate per annum as follows:
2022B Bonds
Maturity
Date
(September 1)
Principal
Amount
Interest Rate
Per Annum
The 2022B Bond maturing on September 1, _____ is a Term Bond.
Interest on the 2022 Bonds (including the final interest payment upon maturity or earlier
redemption) shall be payable on each Interest Payment Date to the person whose name appears
on the Registration Books as the Owner thereof as of the Record Date immediately preceding
each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first
class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such
Owner as it appears on the Registration Books as of such Record Date; provided however, that
payment of interest may be by wire transfer to an account in the United States of America to any
registered owner of 2022 Bonds in the aggregate principal amount of $1,000,000 or more who
shall furnish written wire instructions to the Trustee prior to the applicable Record Date. Principal
of and redemption premium (if any) on any 2022 Bond shall be paid upon presentation and
surrender thereof, at maturity, at the Principal Corporate Trust Office of the Trustee. Both the
principal of and interest and premium (if any) on the 2022 Bonds shall be payable in lawful money
of the United States of America.
Each 2022 Bond shall bear interest from the Interest Payment Date next preceding the
date of 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) a 2022 Bond is authenticated on or before the first Record Date, in which
event it shall bear interest from the Closing Date; provided, however, that if, as of the date of
authentication of any 2022 Bond, interest thereon is in default, such 2022 Bond shall bear interest
from the Interest Payment Date to which interest has previously been paid or made available for
payment thereon.
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Section 2.03. Redemption of 2022 Bonds.
(a) Optional Redemption. 2022A Bonds. The 2022A Bonds maturing on or before
September 1, ______ are not subject to optional redemption prior to maturity. The 2022A Bonds
maturing on and after September 1, ______, are subject to redemption, at the option of the
Successor Agency on any date on or after September 1, ______, as a whole or in part, by such
maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any
available source of funds, at a redemption price equal to the principal amount of the 2022A Bonds
to be redeemed, together with accrued interest thereon to the date fixed for redemption, without
premium.
2022B Bonds. The 2022B Bonds maturing on or before September 1, ______ are not
subject to optional redemption prior to maturity. The 2022B Bonds maturing on and after
September 1, ______, are subject to redemption, at the option of the Successor Agency on any
date on or after September 1, ______, as a whole or in part, by such maturities as shall be
determined by the Successor Agency, and by lot within a maturity, from any available source of
funds, at a redemption price equal to the principal amount of the 2022B Bonds to be redeemed,
together with accrued interest thereon to the date fixed for redemption, without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention
to redeem 2022 Bonds under this subsection (a) with a designation of the principal amount and
maturities to be redeemed at least sixty (60) days prior to the date fixed for such redemption (or
such late date as is acceptable to the Trustee), and shall transfer to the Trustee for deposit in the
Debt Service Fund all amounts required for such redemption at least five (5) Business Days prior
to the date fixed for such redemption.
(b) Mandatory Sinking Account Redemption of 2022B Bonds. The 2022B Bond maturing
on September 1, ______ shall also be subject to redemption in whole, or in part by lot, on
September 1 in each of the years as set forth in the following table, from Sinking Account
payments made by the Successor Agency pursuant to Section 4.03(c), at a redemption price
equal to the principal amount thereof to be redeemed together with accrued interest thereon to
the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the
succeeding paragraph of this subsection (b), in the aggregate respective principal amounts and
on the respective dates as set forth in the following table; provided, however, that if some but not
all of such 2022B Bond has been redeemed pursuant to subsection (a) above, the total amount
of all future Sinking Account payments pursuant to this subsection (b) with respect to such 2022B
Bond shall be reduced by the aggregate principal amount of such 2022B Bond so redeemed, to
be allocated among such Sinking Account payments on a pro rata basis in integral multiples of
$5,000 as determined by the Successor Agency (written notice of which determination shall be
given by the Successor Agency to the Trustee) and shall include a revised sinking fund schedule.
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2022B Bond Maturing September 1, _______
Sinking Account
Redemption Date
(September 1)
Principal Amount
To Be Redeemed
In lieu of redemption of the 2022B Bond maturing on September 1, 2______ pursuant to
the preceding paragraph, amounts on deposit in the Sinking Account or the Redevelopment
Obligation Retirement Fund (to the extent not required to be transferred to the Trustee pursuant
to Section 4.03 during the current Bond Year other than for deposit in the Sinking Account) may
also be used and withdrawn by the Successor Agency at any time for the purchase of such 2022B
Bond at public or private sale as and when and at such prices (including brokerage and other
charges and including accrued interest) as the Successor Agency may in its discretion determine.
The par amount of any of such 2022B Bond so purchased by the Successor Agency in any twelve-
month period ending on October 1 in any year shall be credited towards and shall reduce the par
amount of such Bonds required to be redeemed pursuant to this subsection (b) on the next
succeeding September 1.
(c) Notice of Redemption. The Trustee on behalf and at the expense of the Successor
Agency shall mail (by first class mail, postage prepaid) notice of any redemption at least twenty
(20) but not more than sixty (60) days prior to the redemption date, to (i) to the Owners of any
2022 Bonds designated for redemption at their respective addresses appearing on the
Registration Books, and (ii) the Securities Depositories and to the Information Services; but such
mailing shall not be a condition precedent to such redemption and neither failure to receive any
such notice nor any defect therein shall affect the validity of the proceedings for the redemption
of such 2022 Bonds or the cessation of the accrual of interest thereon. Such notice shall state
the redemption date and the redemption price, shall state that optional redemption is conditioned
upon the timely delivery of the redemption price by the Successor Agency to the Trustee for
deposit in the Redemption Account, shall designate the CUSIP number of the 2022 Bonds to be
redeemed, shall state the individual number of each Bond to be redeemed or shall state that all
2022 Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to
be redeemed, and shall require that such 2022 Bonds be then surrendered at the Principal
Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also
that further interest on such 2022 Bonds will not accrue from and after the redemption date.
The Successor Agency has the right to rescind any notice of the optional redemption of
2022 Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any
notice of optional redemption shall be cancelled and annulled if for any reason funds will not be
or are not available on the date fixed for redemption for the payment in full of the 2022 Bonds
then called for redemption, and such cancellation shall not constitute an Event of Default. The
Successor Agency and the Trustee have no liability to the Owners or any other party related to or
arising from such rescission of redemption. The Trustee shall mail notice of such rescission of
redemption in the same manner as the original notice of redemption was sent under this Section.
Upon the payment of the redemption price of 2022 Bonds being redeemed, each check
or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
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number identifying, by issue and maturity, the 2022 Bonds being redeemed with the proceeds of
such check or other transfer.
(d) Partial Redemption of 2022 Bonds. In the event only a portion of any 2022 Bond is
called for redemption, then upon surrender of such 2022 Bond the Successor Agency shall
execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of
the Successor Agency, a new 2022 Bond or 2022 Bonds of the same interest rate and maturity,
of authorized denominations, in aggregate principal amount equal to the unredeemed portion of
the 2022 Bond to be redeemed.
(e) Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the redemption price of and interest on the 2022 Bonds so called for redemption
shall have been duly deposited with the Trustee, such 2022 Bonds so called shall cease to be
entitled to any benefit under this Indenture other than the right to receive payment of the
redemption price and accrued interest to the redemption date, and no interest shall accrue
thereon from and after the redemption date specified in such notice.
(f) Manner of Redemption. Whenever any 2022 Bonds or portions thereof are to be
selected for redemption by lot, the Trustee shall make such selection, in such manner as the
Trustee shall deem appropriate, and shall notify the Successor Agency thereof to the extent 2022
Bonds are no longer held in book-entry form. In the event of redemption by lot of 2022 Bonds,
the Trustee shall assign to each 2022 Bond then Outstanding a distinctive number for each $5,000
of the principal amount of each such 2022 Bond. The 2022 Bonds to be redeemed shall be the
2022 Bonds to which were assigned numbers so selected, but only so much of the principal
amount of each such 2022 Bond of a denomination of more than $5,000 shall be redeemed as
shall equal $5,000 for each number assigned to it and so selected. All 2022 Bonds redeemed or
purchased pursuant to this Section 2.03 shall be cancelled and destroyed.
Section 2.04. Forms of 2022 Bonds. The 2022A Bonds, the form of Trustee's Certificate
of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form
set forth in Exhibit A-1, which is attached hereto and by this reference incorporated herein, with
necessary or appropriate variations, omissions and insertions, as permitted or required by this
Indenture.
The 2022B Bonds, the form of Trustee's Certificate of Authentication, and the form of
Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A-2, which is
attached hereto and by this reference incorporated herein, with necessary or appropriate
variations, omissions and insertions, as permitted or required by this Indenture.
Section 2.05. Execution of 2022 Bonds. The 2022 Bonds shall be executed on behalf of
the Successor Agency by the signature of the Chief Administrative Officer or the Finance Director
who are in office on the date of execution and delivery of this Indenture or at any time thereafter.
Either or both of such signatures may be made manually or may be affixed by facsimile thereof.
If any officer whose signature appears on any 2022 Bond ceases to be such officer before delivery
of the 2022 Bonds to the purchaser, such signature shall nevertheless be as effective as if the
officer had remained in office until the delivery of the 2022 Bonds to the purchaser. Any 2022
Bond may be signed and attested on behalf of the Successor Agency by such persons as at the
actual date of the execution of such 2022 Bond shall be the proper officers of the Successor
Agency although on the date of such 2022 Bond any such person shall not have been such officer
of the Successor Agency.
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Only such of the 2022 Bonds as shall bear thereon a Certificate of Authentication in the
form herein set forth, executed and dated by the Trustee, shall be valid or obligatory for any
purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive
evidence that such 2022 Bonds have been duly authenticated and delivered hereunder and are
entitled to the benefits of this Indenture. In the event temporary 2022 Bonds are issued pursuant
to Section 2.09 hereof, the temporary 2022 Bonds may bear thereon a Certificate of
Authentication executed and dated by the Trustee, shall be initially registered by the Trustee, and,
until so exchanged as provided under Section 2.09 hereof, the temporary 2022 Bonds shall be
entitled to the same benefits pursuant to this Indenture as definitive 2022 Bonds authenticated
and delivered hereunder.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Registration Books, by the person in whose name it is registered, in person
or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at
its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written
instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond
or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute
and the Trustee shall authenticate and deliver a new Bond or Bonds, of like series, interest rate,
maturity and principal amount of authorized denomination. The Trustee shall collect from the
Owner any tax or other governmental charge on the transfer of any Bonds pursuant to this Section
2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee
in connection with any transfer shall be paid by the Successor Agency.
The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a)
any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.
The transferor shall also provide or cause to be provided to the Trustee all information
necessary to allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Internal Revenue Code Section
6045. The Trustee may rely on the information provided to it and shall have no responsibility to
verify or ensure the accuracy of such information.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate
Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized
denominations of the same series, interest rate and maturity. The Trustee shall collect any tax or
other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The
cost of printing Bonds and any services rendered or expenses incurred by the Trustee in
connection with any exchange shall be paid by the Successor Agency.
The transferor shall also provide or cause to be provided to the Trustee all information
necessary to allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Internal Revenue Code Section
6045. The Trustee may rely on the information provided to it and shall have no responsibility to
verify or ensure the accuracy of such information.
The Trustee may refuse to transfer, under the provisions of this Section 2.07, either (a)
any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.
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Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its
Principal Corporate Trust Office, sufficient records for the registration and registration of transfer
of the Bonds, which shall at all times during normal business hours be open to inspection by the
Successor Agency, upon reasonable prior notice to the Trustee; 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 the Registration Books Bonds as hereinbefore
provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten, shall be of such denominations as may be determined by the
Successor Agency, and may contain such reference to any of the provisions of this Indenture as
may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon
the same conditions and in substantially the same manner as the definitive Bonds. If the
Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without
delay, and thereupon the temporary Bonds shall 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 Bonds an equal aggregate principal amount of definitive Bonds of
authorized denominations, interest rates and like maturities. Until so exchanged, the temporary
Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds
authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and
the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in
exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of
the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by
it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may
be submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to
both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of
the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond
of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or
if any such Bond has matured or has been called for redemption, instead of issuing a substitute
Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity
satisfactory to the Trustee and the Successor Agency). The Successor Agency may require
payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued
under this Section 2.10 and of the expenses which may be incurred by the Successor Agency
and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of
any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Successor Agency whether or not the Bond so 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 Bonds issued pursuant to
this Indenture.
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Section 2.11. Book-Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single
fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds.
Upon initial delivery, the ownership of each such Bond shall be registered on the Registration
Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of
the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books.
With respect to Bonds the ownership of which shall be registered in the name of the
Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation
to any Depository System Participant or to any person on behalf of which the Depository System
Participant holds an interest in the Bonds. Without limiting the generality of the immediately
preceding sentence, neither the Successor Agency nor the Trustee shall have any responsibility
or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any
Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery
to any Depository System Participant or any other person, other than a Bond Owner as shown in
the Registration Books, of any notice with respect to the Bonds, including any notice of
redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be
redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment
to any Depository System Participant or any other person, other than a Bond Owner as shown in
the Registration Books, of any amount with respect to principal, premium, if any, or interest on
the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds.
The Successor Agency and the Trustee may treat and consider the person in whose name each
Bond is registered as the absolute owner of such Bond for the purpose of payment of principal,
premium and interest on such Bond, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfers of ownership of such
Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest
and premium, if any, on the Bonds only to the respective Owners or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge all obligations with respect to payment of principal of and interest and premium, if any,
on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall
receive a Bond evidencing the obligation of the Successor Agency to make payments of principal,
interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the
Nominee of written notice to the effect that the Depository has determined to substitute a new
nominee in its place, and subject to the provisions herein with respect to Record Dates, such new
nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice
the Successor Agency shall promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry
system, the Successor Agency shall execute and deliver to such Depository a letter representing
such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such
letter shall not in any way limit the provisions of subsection (a) above or in any other way impose
upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons
having interests in the Bonds other than the Bond Owners. The Trustee agrees to comply with
all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In
addition to the execution and delivery of such letter, upon written request of the Depository or the
Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture,
to qualify the Bonds for the Depository's book-entry program.
(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository
determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency
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determines to terminate the Depository as such, then the Successor Agency shall thereupon
discontinue the book-entry system with such Depository. In such event, the Depository shall
cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by
providing the Trustee with a list showing the interests of the Depository System Participants in
the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee
on or before the date such replacement Bonds are to be issued. The Depository, by accepting
delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the
termination of the Depository acting as such, the Successor Agency fails to identify another
Securities Depository to replace the Depository, then the Bonds shall no longer be required to be
registered in the Registration Books in the name of the Nominee, but shall be registered in
whatever name or names the Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Article II. Prior to its termination, the Depository shall
furnish the Trustee with the names and addresses of the Depository System Participants and
respective ownership interests thereof.
(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to
the contrary, so long as any Bond is registered in the name of the Nominee, all payments with
respect to principal of and interest and premium (if any) on such Bond and all notices with respect
to such Bond shall be made and given, respectively, as provided in the letter described in
subsection (b) of this Section or as otherwise instructed by the Depository.
In connection with any proposed transfer outside the Book-Entry Only system, the
Successor Agency or DTC shall provide or cause to be provided to the Trustee all information
necessary to allow the Trustee to comply with any applicable tax reporting obligations, including
without limitation any cost basis reporting obligations under Internal Revenue Code Section
6045. The Trustee may rely on the information provided to it and shall have no responsibility to
verify or ensure the accuracy of such information.
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ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF 2022 BONDS
Section 3.01. Issuance of 2022 Bonds. Upon the execution and delivery of this Indenture,
the Successor Agency shall execute and deliver 2022A Bonds to the Trustee in the aggregate
principal amount of _______ Million Five Hundred _______ Thousand Dollars
($______________) and 2022B Bonds to the Trustee in the aggregate principal amount of
_______ Million _______ Hundred _______ Thousand Dollars ($______________), and the
Trustee shall authenticate and deliver the 2022 Bonds upon the Written Request of the Successor
Agency.
Section 3.02. Application of Proceeds of Sale and Certain Other Amounts.
(a) On the Closing Date the proceeds of sale of the 2022A Bonds shall be paid to the
Trustee in the amount of $______________ (being the aggregate principal amount of the 2022A
Bonds, plus an original issue premium in the amount of $______________, less an underwriter’s
discount in the amount of $______________, less the premium for the 2022 Reserve Policy
allocable to the 2022A Bonds in the amount of $______________ which shall be paid by the
original purchaser of the 2022A Bonds directly to the 2022 Insurer on the Closing Date, and less
the premium for the 2022A Bond Insurance Policy in the amount of $______________ which shall
be paid by the original purchaser of the 2022A Bonds directly to the 2022 Insurer on the Closing
Date) and shall be applied as follows:
(i) The Trustee shall deposit the amount of $______________ in the Costs
of Issuance Account.
(ii) The Trustee shall deposit the amount of $______________ in the 2011
Bonds Refunding Fund.
(iii) The Trustee shall deposit the amount of $______________ in the 2013
Bonds Refunding Fund, being the remainder of the proceeds of the 2022A Bonds.
(b) On the Closing Date the proceeds of sale of the 2022B Bonds shall be paid to the
Trustee in the amount of $______________ (being the aggregate principal amount of the 2022B
Bonds, less a net original issue discount in the amount of $______________, less an
underwriter’s discount in the amount of $______________, less the premium for the 2022
Reserve Policy allocable to the 2022B Bonds in the amount of $______________ which shall be
paid by the original purchaser of the 2022B Bonds directly to the 2022 Insurer on the Closing
Date, and less the premium for the 2022B Bond Insurance Policy in the amount of
$______________ which shall be paid by the original purchaser of the 2022B Bonds directly to
the 2022 Insurer on the Closing Date) and shall be applied as follows:
(i) The Trustee shall deposit the amount of $______________ in the Costs
of Issuance Account.
(ii) The Trustee shall deposit the amount of $______________ in the 2011
Bonds Refunding Fund.
(iii) The Trustee shall deposit the amount of $______________ in the 2013
Bonds Refunding Fund, being the remainder of the proceeds of the 2022B Bonds.
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In addition, the Trustee shall credit the 2022 Reserve Policy to the 2022 Reserve
Subaccount of the Reserve Account in satisfaction of the Reserve Requirement with respect to
the 2022 Bonds as of the Closing Date upon delivery of the 2022 Bonds.
The Trustee may establish and maintain for so long as is necessary one or more
temporary funds and accounts under this Indenture, including but not limited to a temporary fund
for holding the proceeds of the Bonds.
Section 3.03. Bond Proceeds Fund; Costs of Issuance Account. There is hereby
established a separate fund to be known as the “Bond Proceeds Fund,” which shall be held by
the Trustee in trust, and within such Fund there shall be established a separate Costs of Issuance
Account. The moneys in the Costs of Issuance Account shall be used and withdrawn by the
Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of
the Successor Agency 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 such Written Request of the Successor Agency shall be sufficient
evidence to the Trustee of the facts stated therein and the Bond Trustee shall have no duty to
confirm the accuracy of such facts. On the date which is six (6) months following the Closing Date,
or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in
the Costs of Issuance Account shall be withdrawn therefrom by the Trustee and transferred to the
Interest Account of the Debt Service Fund, with 12% of such amount used to pay debt service on
the 2022A Bonds, and 88% of such amount used to pay debt service on the 2022B Bonds, and
the Trustee shall thereafter close the Costs of Issuance Account.
Section 3.04. Refunding Funds. (a) There is hereby created the 2011 Bonds Refunding
Fund (the “2011 Bonds Refunding Fund”) held by the Trustee in trust for the benefit of the
Successor Agency. The moneys in the 2011 Bonds Refunding Fund shall be maintained separate
and apart from other moneys of the Successor Agency.
On the Closing Date, the Trustee shall transfer all moneys on deposit in the 2011 Bonds
Refunding Fund to U.S. Bank Trust Company, National Association, as trustee of the 2011 Bonds,
for deposit and application under and pursuant to the 2011 Bonds Refunding Instructions. Upon
making such transfer, the 2011 Bonds Refunding Fund shall be closed.
(b) There is hereby created the 2013 Bonds Refunding Fund (the “2013 Bonds Refunding
Fund”) held by the Trustee in trust for the benefit of the Successor Agency. The moneys in the
2013 Bonds Refunding Fund shall be maintained separate and apart from other moneys of the
Successor Agency.
On the Closing Date, the Trustee shall transfer all moneys on deposit in the 2013 Bonds
Refunding Fund to U.S. Bank Trust Company, National Association, as trustee of the 2013 Bonds,
for deposit and application under and pursuant to the 2013 Bonds Refunding Instructions. Upon
making such transfer, the 2013 Bonds Refunding Fund shall be closed.
Section 3.05. Issuance of Parity Debt. In addition to the 2022 Bonds, the Successor
Agency may issue or incur additional Parity Debt to refund all or a portion of the Outstanding
Bonds hereunder in such principal amount as shall be determined by the Successor Agency,
subject to the satisfaction of the of following conditions precedent:
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(i) such Parity Debt shall be issued for savings in accordance with the requirements of
Section 34177.5(a) of the Dissolution Act (or any comparable provision of any successor statute);
(ii) in the case of Parity Debt issued as additional Bonds under a Supplemental Indenture,
the amount on deposit in the Reserve Account (and any subaccounts therein) shall be increased
to the Reserve Requirement taking into account the additional Bonds to be issued;
(iii) in the case of Parity Debt not issued as additional Bonds under a Supplemental
Indenture, the Parity Debt Instrument shall state whether there shall be a reserve account
established with respect to such Parity Debt, and shall also set forth the amount, if any, to be
deposited in such reserve account as well as the reserve requirement with respect to such Parity
Debt; and
(iv) principal with respect to such Parity Debt shall be paid on September 1 in any year in
which such principal is payable.
Section 3.06. Issuance of Subordinate Debt. The Successor Agency may issue or incur
Subordinate Debt in such principal amount as shall be determined by the Successor Agency.
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ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06,
the 2022 Bonds and any Parity Debt shall be equally secured by a pledge of, security interest in
and lien on all of the Tax Revenues, including all of the Tax Revenues in the Redevelopment
Obligation Retirement Fund. Except as provided in Section 6.06, the 2022 Bonds and any Parity
Debt issued pursuant to a Supplemental Indenture shall be equally secured by a first and
exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund,
the Interest Account, the Principal Account, the Sinking Account and the Redemption Account,
without preference or priority for series, issue, number, dated date, sale date, date of execution
or date of delivery. The 2022 Bonds shall be additionally secured by a first and exclusive pledge
of, security interest in and lien upon all of the moneys in the 2022 Reserve Subaccount
established by Section 4.03(d). The Bonds shall be also equally secured by the pledge and lien
created with respect to the Bonds by Section 34177.5(g) of the Law on moneys deposited from
time to time in the Redevelopment Property Tax Trust Fund. Except for the Tax Revenues and
such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise
liable for, the payment of principal of or interest on the Bonds.
In consideration of the acceptance of the Bonds 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
Successor Agency and the Owners from time to time of the Bonds, and the covenants and
agreements herein set forth to be performed on behalf of the Successor Agency shall be for the
equal and proportionate benefit, security and protection of all Owners of the Bonds without
preference, priority or distinction as to security or otherwise of any of the Bonds 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.
Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. The
Successor Agency has heretofore established the Redevelopment Obligation Retirement Fund
pursuant to Section 34170.5(a) of the Law which the Successor Agency shall continue to hold
and maintain so long as any of the Bonds are Outstanding.
The Successor Agency shall deposit all of the Tax Revenues received with respect to any
Bond Year into the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by
the Successor Agency. All Tax Revenues received by the Successor Agency in excess of the
amount required to pay debt service on the Bonds and any Parity Debt in any Bond Year, and
except as may be provided to the contrary in this Indenture or Parity Debt Instrument, shall be
released from the pledge and lien hereunder and shall be applied in accordance with the Law,
including but not limited to the payment of debt service on any Subordinate Debt. Prior to the
payment in full of the principal of and interest and redemption premium (if any) on the Bonds and
the payment in full of all other amounts payable hereunder and under any Supplemental
Indentures, the Successor Agency shall not have any beneficial right or interest in the moneys on
deposit in the Redevelopment Obligation Retirement Fund, except as may be provided in this
Indenture and in any Supplemental Indenture.
Section 4.03. Deposit of Amounts by Trustee. There is hereby established a trust fund to
be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust.
Moneys in the Redevelopment Obligation Retirement Fund shall be transferred by the Successor
Agency to the Trustee within five (5) Business Days of the receipt thereof for deposit in the Debt
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Service Fund. So long as any Bonds or Parity Debt remain outstanding, the Trustee shall transfer
amounts on deposit in the Debt Service Fund in the following amounts, at the following times, and
deposited by the Trustee in the following respective special accounts, which are hereby
established in the Debt Service Fund, and in the following order of priority:
(a) Interest Account. On or before the fourth (4th) Business Day preceding each
Interest Payment Date, the Successor Agency shall withdraw from the Redevelopment
Obligation Retirement Fund and transfer to the Trustee, for deposit in the Interest Account
an amount which, when added to the amount contained in the Interest Account on that
date, will be equal to the aggregate amount of the interest becoming due and payable on
the Outstanding Bonds and any Parity Debt on such Interest Payment Date. No such
transfer and deposit need be made to the Interest Account if the amount contained therein
is at least equal to the interest to become due on the next succeeding Interest Payment
Date upon all of the Outstanding Bonds and any Parity Debt. All moneys in the Interest
Account shall be used and withdrawn by the Trustee solely for the purpose of paying the
interest on the Bonds and any Parity Debt as it shall become due and payable.
(b) Principal Account. On or before the fourth (4th) Business Day preceding the
date on which principal on the Bonds and any Parity Debt becomes due and payable at
maturity, the Successor Agency shall withdraw from the Redevelopment Obligation
Retirement Fund and transfer to the Trustee for deposit in the Principal Account an amount
which, when added to the amount then contained in the Principal Account, will be equal
to the principal becoming due and payable on the Outstanding Bonds and any Parity Debt
on such date. No such deposit need be made to the Principal Account if the amount
contained therein is at least equal to the principal to become due on the next September
1 on all of the Outstanding Bonds and any Parity Debt. All moneys in the Principal Account
shall be used and withdrawn by the Trustee solely for the purpose of paying the principal
of the Bonds and any Parity Debt as it shall become due and payable.
(c) Sinking Account. No later than the fourth (4th) Business Day preceding each
March 1 or September 1, as applicable, on which any Outstanding Term Bonds are subject
to mandatory redemption or otherwise for purchase pursuant to the provisions of a
Supplemental Indenture, the Successor Agency shall withdraw from the Redevelopment
Obligation Retirement Fund and transfer to the Trustee for deposit in the Sinking Account
an amount which, when added to the amount then contained in the Sinking Account, will
be equal to the aggregate principal amount of the Term Bonds required to be redeemed
on such March 1 or September 1, as applicable, pursuant to the provisions of any
Supplemental Indenture. All moneys on deposit in the Sinking Account shall be used and
withdrawn by the Trustee for the sole purpose of paying the principal of the Term Bonds
as it shall become due and payable upon redemption or purchase pursuant to the
provisions of any Supplemental Indenture.
(d) Reserve Account.
(i) Establishment of Reserve Account and 2022 Reserve Subaccount. There
is hereby established in the Debt Service Fund a separate account known as the “Reserve
Account,” and a “2022 Reserve Subaccount” therein for the 2022 Bonds. The 2022
Reserve Subaccount shall serve solely as security for payments payable by the Successor
Agency with respect to the 2022 Bonds.
The Reserve Requirement for the 2022 Bonds shall be determined on a combined
basis and satisfied by the delivery of the 2022 Reserve Policy by the 2022 Insurer to the
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Trustee on the Closing Date. On the Closing Date, the Trustee shall credit the 2022
Reserve Policy to the 2022 Reserve Subaccount to satisfy the Reserve Requirement with
respect to the 2022 Bonds calculated on a combined basis as of such date. The Trustee
shall draw on the 2022 Reserve Policy and shall transfer such amounts to the Interest
Account, the Principal Account, and the Sinking Account, in such order, to the extent
required to make the deposits then required to be made pursuant to this Section 4.03 to
pay debt service on the 2022 Bonds. Notwithstanding anything herein to the contrary, the
Successor Agency will have no obligation to replace the 2022 Reserve Policy or to fund
the 2022 Reserve Subaccount with cash if, at any time that the 2022 Bonds are
Outstanding, (i) any rating assigned to 2022 Insurer is downgraded, suspended or
withdrawn, or (ii) amounts are not available for any reason under the 2022 Reserve Policy,
other than in connection with the replenishment of a draw on the 2022 Reserve Policy.
The amounts available under the 2022 Reserve Policy shall be used and
withdrawn by the Trustee solely for the purpose of making transfers to the Interest
Account, the Principal Account and the Sinking Account, in such order of priority, in the
event of any deficiency at any time in any of such accounts with respect to the payment
of debt service on the 2022 Bonds. Amounts on deposit in the 2022 Reserve Subaccount
shall not be available to pay debt service on any Bonds other than the 2022 Bonds, or any
Parity Debt.
The Trustee shall comply with all documentation relating to the 2022 Reserve
Policy as shall be required to maintain the 2022 Reserve Policy in full force and effect and
as shall be required to receive payments thereunder in the event and to the extent required
to make any payment when and as required under this subsection (d).
The deposit of a Qualified Reserve Account Credit Instrument other than the 2022
Reserve Policy into the 2022 Reserve Subaccount shall be subject to the prior written
approval of the 2022 Insurer.
(ii) Replenishment of Reserve Account. Except as provided below, in the
event that the amount on deposit in the Reserve Account or any subaccount therein at
any time becomes less than the Reserve Requirement, the Trustee shall promptly notify
the Successor Agency of such fact. Upon receipt of any such notice and as promptly as
is permitted by the Law, the Successor Agency shall transfer to the Trustee an amount
sufficient to maintain the Reserve Requirement on deposit in the Reserve Account or any
subaccount therein, as applicable.
Except as provided below, the amount on deposit in the Reserve Account or any
subaccount therein shall be maintained at the Reserve Requirement at all times prior to
the payment of the Bonds and any Parity Debt in full. If there shall then not be sufficient
Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on
deposit in the Reserve Account or any subaccount therein, the Successor Agency shall
be obligated to continue making transfers as Tax Revenues become available until there
is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve
Account or any subaccount therein. No such transfer and deposit need be made to the
Reserve Account or any subaccount therein so long as there shall be on deposit therein
a sum at least equal to the Reserve Requirement and, to the extent necessary, the
Successor Agency shall place any amounts required to replenish the Reserve Account or
any subaccount therein on the immediately following Recognized Obligation Payment
Schedule (and any additional Recognized Obligation Payment Schedule in the future if
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necessary) and shall be required to be submitted by the Successor Agency pursuant to
and in accordance with Section 5.08. In the event a Qualified Reserve Account Credit
Instrument is delivered at any time to meet the entirety of the Reserve Requirement with
respect to one or more series of Bonds (that is, no cash is being deposited or will remain
deposited in the Reserve Account or any subaccount therein, including the 2022 Reserve
Subaccount, with respect to those series of Bonds), then, notwithstanding the foregoing,
the Reserve Requirement will, with respect to those series of Bonds, be determined only
at the time of the delivery of the Qualified Reserve Account Credit Instrument and will not
be subject to increase or decrease at a later date.
(iii) Use of Moneys in the Reserve Account. All money in the Reserve Account
and any subaccount therein shall be used and withdrawn by the Trustee solely for the
purpose of making transfers pursuant to any Parity Debt Instrument and hereunder to the
Interest Account, the Principal Account and the Sinking Account, in that order, in the event
of any deficiency at any time in any of such accounts or for the retirement of all the Bonds
then Outstanding, except that so long as the Successor Agency is not in default hereunder
or under any Parity Debt Instrument, any amount in the Reserve Account or any
subaccount therein in excess of the Reserve Requirement shall be withdrawn from the
Reserve Account or any subaccount therein semiannually on or before two (2) Business
Days preceding each March 1 and September 1 by the Trustee and deposited in the
Interest Account or be applied pro rata in accordance with any applicable provision of a
Parity Debt Instrument. All moneys on deposit in the Reserve Account or any subaccount
therein on the Business Day preceding the final Interest Payment Date shall be withdrawn
from the Reserve Account or any subaccount therein and shall be transferred to the
Interest Account and the Principal Account, in such order, to the extent required to make
the deposits then required to be made pursuant to this Section 4.03 or shall be applied
pro rata as required by any Parity Debt Instrument, as applicable.
(iv) Right to Release Funds from Reserve Account. The Successor Agency
shall have the right at any time to direct the Trustee to release funds from the Reserve
Account or any subaccount therein, in whole or in part, by tendering to the Trustee: (i) a
Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating
that neither the release of such funds nor the acceptance of such Qualified Reserve
Account Credit Instrument will cause interest on the Bonds or any Parity Debt the interest
on which is excluded from gross income of the owners thereof for federal income tax
purposes to become includable in gross income for purposes of federal income taxation.
Upon tender of such items to the Trustee, and upon delivery by the Successor Agency to
the Trustee of written calculation of the amount permitted to be released from the Reserve
Account or any subaccount therein (upon which calculation the Trustee may conclusively
rely), the Trustee shall transfer such funds from the Reserve Account or any subaccount
therein, as applicable, to the Successor Agency to be applied in accordance with the Law.
The Trustee shall comply with all documentation relating to a Qualified Reserve Account
Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit
Instrument in full force and effect and as shall be required to receive payments thereunder
in the event and to the extent required to make any payment when and as required under
this paragraph (d).
(v) Compliance with Qualified Reserve Account Credit Instrument.
Simultaneously with the expiration of any Qualified Reserve Account Credit Instrument,
the Successor Agency shall either (i) replace such Qualified Reserve Account Credit
Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) deposit or
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cause to be deposited with the Trustee an amount of funds equal to the Reserve
Requirement, to be derived from the first legally available Tax Revenues. If the Reserve
Requirement is being maintained partially in cash and partially with a Qualified Reserve
Account Credit Instrument, the cash shall be first used to meet any deficiency which may
exist from time to time in the Interest Account or the Principal Account for the purpose of
making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture. If the
Reserve Requirement is being maintained with two or more Qualified Reserve Account
Credit Instruments, any draw to meet a deficiency which may exist from time to time in the
Interest Account or the Principal Account for the purpose of making payments required
pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture shall be pro-rata with
respect to each such instrument.
(vi) Reserve Subaccounts. The Reserve Account may be maintained in the
form of one or more separate subaccounts which are established for the purpose of
holding the proceeds of separate issues of the Bonds and any Parity Debt in conformity
with applicable provisions of the Code to the extent directed by the Successor Agency in
writing to the Trustee. Additionally, the Successor Agency may, in its discretion, combine
amounts on deposit in the Reserve Account and on deposit in any reserve account relating
to any (but not necessarily all) Parity Debt in order to maintain a combined reserve account
for the Bonds and any (but not necessarily all) Parity Debt.
(e) Redemption Account. On or before the Business Day preceding any date on
which Bonds are to be redeemed pursuant to Section 2.03(a), other than mandatory
Sinking Account redemption of Term Bonds, the Trustee shall withdraw from the Debt
Service Fund any amount transferred by the Successor Agency pursuant to Section
2.03(a) for deposit in the Redemption Account, such amount being the amount required
to pay the principal of and premium, if any, on the Bonds to be redeemed on such date
pursuant to Section 2.03(a). All moneys in the Redemption Account shall be used and
withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if
any, on the Bonds to be redeemed pursuant to Section 2.03(a) on the date set for such
redemption, other than mandatory Sinking Account redemption of Term Bonds. Interest
due on Bonds to be redeemed on the date set for redemption shall, if applicable, be paid
from funds available therefor in the Interest Account.
Section 4.04. Provisions Relating to 2022 Reserve Policy. With respect to the 2022
Reserve Policy, notwithstanding anything to the contrary set forth herein, the Successor Agency
and the Trustee agree to comply with the following provisions:
(a) The Successor Agency shall repay any draws under the 2022 Reserve Policy and
pay all related reasonable expenses incurred by the 2022 Insurer and shall pay interest on such
draws and expenses from the date of payment by the 2022 Insurer at the 2022 Late Payment
Rate.
(b) Payment of 2022 Reserve Policy Costs shall commence in the first month following
each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the
aggregate of 2022 Reserve Policy Costs related to such draw.
(c) Amounts in respect of 2022 Reserve Policy Costs paid to the 2022 Insurer shall
be credited first to interest due, then to the expenses due and then to principal (the amount drawn
under the 2022 Reserve Policy) due. As and to the extent that payments are made to the 2022
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Insurer on account of principal due, the coverage under the 2022 Reserve Policy will be increased
by a like amount, subject to the terms of the 2022 Reserve Policy.
(d) All cash and investments in 2022 Reserve Subaccount of the Reserve Account, if
any, shall be transferred to the Debt Service Fund for payment of principal (including mandatory
sinking account redemption payments) of and interest on the 2022 Bonds before any drawing
may be made on the 2022 Reserve Policy or any other Qualified Reserve Account Credit
Instrument on deposit in 2022 Reserve Subaccount of the Reserve Account in lieu of cash.
Payment of any 2022 Reserve Policy Costs shall be made prior to replenishment of any such
cash amounts. Draws on all Qualified Reserve Account Credit Instruments (including the 2022
Reserve Policy) on deposit in the 2022 Reserve Subaccount of the Reserve Account which there
is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage
then available thereunder) after applying all available cash and investments in 2022 Reserve
Subaccount of the Reserve Account. Payment of 2022 Reserve Policy Costs and reimbursement
of amounts with respect to other Qualified Reserve Account Credit Instruments on deposit in the
2022 Reserve Subaccount of the Reserve Account shall be made on a pro-rata basis prior to
replenishment of any cash drawn from 2022 Reserve Subaccount of the Reserve Account. For
the avoidance of doubt, “available coverage” means the coverage then available for disbursement
pursuant to the terms of the applicable Qualified Reserve Account Credit Instrument without
regard to the legal or financial ability or willingness of the provider of such instrument to honor a
claim or draw thereon or the failure of such provider to honor any such claim or draw.
(e) Draws on the 2022 Reserve Policy may only be used to make payments on the
2022 Bonds.
(f) If the Successor Agency shall fail to pay any 2022 Reserve Policy Costs in
accordance with the requirements of this section, the 2022 Insurer shall be entitled to exercise
any and all legal and equitable remedies available to it, including those provided hereunder, other
than: (i) acceleration of the maturity of the 2022 Bonds; or (ii) remedies which would adversely
affect Owners of the 2022 Bonds. The Indenture shall not be discharged until all 2022 Reserve
Policy Costs owing to the 2022 Insurer shall have been paid in full. The Successor Agency’s
obligation to pay such amounts shall expressly survive payment in full of the 2022 Bonds.
(g) The 2022 Reserve Policy shall expire and terminate in accordance with the terms
and provisions of the 2022 Reserve Policy and the 2022 Reserve Account Agreement.
(h) Any amendment, supplement, modification to, or waiver of this Indenture that
requires the consent of the Owners of the 2022 Bonds or adversely affects the rights or interest
of the 2022 Insurer shall be subject to the prior written consent of the 2022 Insurer.
(i) The 2022 Insurer is recognized as and shall be deemed to be a third party
beneficiary of this Indenture and may enforce the provisions hereof as if it were a party hereto.
(j) The Trustee shall ascertain the necessity for a claim upon the 2022 Reserve Policy
in accordance with the provisions of this section and provide notice to the 2022 Insurer in
accordance with the terms of the 2022 Reserve Policy at least five (5) Business Days prior to
each date upon which interest or principal (or mandatory sinking account redemption payment) is
due on the 2022 Bonds. The 2022 Reserve Policy shall expire on the earlier of the date the 2022
Bonds are no longer Outstanding or the final maturity of the 2022 Bonds.
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(k) The Successor Agency agrees unconditionally that it will pay or reimburse the
2022 Insurer on demand any and all reasonable charges, fees, costs, losses, liabilities and
expenses that the 2022 Insurer may pay or incur, including, but not limited to, fees and expenses
of the 2022 Insurer’s agents, attorneys, accountants, consultants, appraisers and auditors and
reasonable costs of investigations, in connection with the administration (including waivers and
consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in
respect of this Indenture (“2022 Reserve Policy Administrative Expenses”). For purposes of the
foregoing, costs and expenses shall include a reasonable allocation of compensation and
overhead attributable to the time of employees of the 2022 Insurer spent in connection with the
actions described in the preceding sentence. The Successor Agency agrees that failure to pay
any 2022 Reserve Policy Administrative Expenses on a timely basis will result in the accrual of
interest on the unpaid amount at the 2022 Late Payment Rate, compounded semi-annually, from
the date that payment is first due to the 2022 Insurer until the 2022 Insurer is paid in full.
(l) Payments made by the 2022 Insurer under the 2022 Reserve Policy with respect
to claims for interest on or principal of the 2022 Bonds shall not discharge the obligation of the
Successor Agency with respect to such 2022 Bonds, and the 2022 Insurer shall become the
owner of such unpaid 2022 Bonds and claims for the interest thereon. The Successor Agency
and the Trustee recognize and agree that to the extent the 2022 Insurer makes payments directly
or indirectly (e.g. by paying through the Trustee), on account of principal of or interest on the 2022
Bonds, the 2022 Insurer will be subrogated to the rights of such holders to receive the amount of
such principal and interest from the Successor Agency, with interest thereon.
(m) In order to secure the Successor Agency’s payment obligations with respect to the
2022 Reserve Policy Costs, there is hereby granted and perfected in favor of the 2022 Insurer a
security interest (subordinate only to that of the owners of the 2022 Bonds) in all revenues pledged
as security for the 2022 Bonds. The Successor Agency shall not make payments from or pledge,
assign or grant a security interest in such pledged revenues to any provider of a Qualified Reserve
Account Credit Instrument that is senior or prior to the payments or security interest granted to
the 2022 Insurer pursuant to this Section.
(n) The Successor Agency will provide the 2022 Insurer with all notices and other
information it is obligated to provide (i) under its Continuing Disclosure Certificate and (ii) to the
holders of 2022 Bonds or the Trustee under the Indenture. In addition, the Successor Agency
shall provide the 2022 Insurer with the following notices and other information: (i) notice of any
draw upon the 2022 Reserve Subaccount of the Reserve Account within two (2) Business Days
after knowledge thereof, other than in connection with withdrawals of amounts in excess of the
Reserve Requirement with respect to the 2022 Bonds; and (ii) prior written notice of the advance
refunding or redemption of any of the 2022 Bonds, including the principal amount, maturities and
CUSIP numbers thereof. The 2022 Insurer shall be entitled to receive such additional information
as it may reasonably request. The notices and other information to be provided by the Successor
Agency to the 2022 Insurer pursuant to this Section 4.04(n), may be provided by the Successor
Agency by sending an electronic link to such notices and other information provided to the holders
of 2022 Bonds on EMMA or such other Information Services then in effect to
notices@buildamerica.com.
Section 4.05. Claims Upon the 2022A Bond Insurance Policy. With respect to the 2022A
Bond Insurance Policy, notwithstanding anything to the contrary set forth herein, the Successor
Agency and the Trustee agree to comply with the following provisions:
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(a) In the event that principal and/or interest due on the 2022A Bonds shall be paid by
the 2022 Insurer pursuant to the 2022A Bond Insurance Policy, the 2022A Bonds shall remain
outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid
by the Successor Agency, the assignment and pledge of the trust estate and all covenants,
agreements and other obligations of the Successor Agency to the registered owners shall
continue to exist and shall run to the benefit of the 2022 Insurer and the 2022 Insurer shall be
subrogated to the rights and remedies of such registered owners including, without limitation, any
rights that such owners may have in respect of securities law violations arising from the offer and
sale of the 2022A Bonds.
(b) In the event that on the second (2nd) business day prior to any payment date on
the 2022A Bonds, the Trustee has not received sufficient moneys to pay all principal of and
interest on the 2022A Bonds due on such payment date, the Trustee shall immediately notify the
2022 Insurer or its designee on the same business day by telephone or electronic mail, of the
amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment
date, the Trustee shall notify the 2022 Insurer or its designee immediately upon receipt of
payment.
(c) In addition, if the Trustee has notice that any Owner of the 2022A Bonds has been
required to disgorge payments of principal of or interest on the 2022A Bonds pursuant to a final,
non-appealable order by a court of competent jurisdiction that such payment constitutes an
avoidable preference to such holder within the meaning of any applicable bankruptcy law, then
the 2022A Bond Insurance Policy or Trustee shall notify the 2022 Insurer or its designee of such
fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery
receipt is signed by a person authorized to accept delivery on behalf of the 2022 Insurer.
(d) The Trustee shall irrevocably be designated, appointed, directed and authorized
to act as attorney-in-fact for Owners of the 2022A Bonds as follows:
(i) If there is a deficiency in amounts required to pay interest and/or principal
on the 2022A Bonds, the Trustee shall (i) execute and deliver to the 2022 Insurer, in form
satisfactory to the 2022 Insurer, an instrument appointing Insurer as agent and attorney-
in-fact for such Owners of the 2022A Bonds in any legal proceeding related to the payment
and assignment to Insurer of the claims for interest on the 2022A Bonds, (ii) receive as
designee of the respective Owners (and not as Trustee) in accordance with the tenor of
the 2022A Bond Insurance Policy payment from the 2022 Insurer with respect to the claims
for interest so assigned, (iii) segregate all such payments in a separate account (the
"Insurance Policy Payment Account") to only be used to make scheduled payments of
principal of and interest on the 2022A Bonds, and (iv) disburse the same to such
respective Owners; and
(ii) If there is a deficiency in amounts required to pay principal of the 2022A
Bonds, the Trustee shall (i) execute and deliver to the 2022 Insurer, in form satisfactory to
the 2022 Insurer, an instrument appointing Insurer as agent and attorney-in-fact for such
Owner of the 2022A Bonds in any legal proceeding related to the payment of such principal
and an assignment to Insurer of the 2022A Bonds surrendered to the 2022 Insurer, (ii)
receive as designee of the respective Owners (and not as Trustee) in accordance with the
tenor of the 2022A Bond Insurance Policy payment therefore from the 2022 Insurer, (iii)
segregate all such payments in the 2022A Bond Insurance Policy Payment Account to
only be used to make scheduled payments of principal of and interest on the 2022A Bonds,
and (iv) disburse the same to such respective Owners.
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(e) The Trustee shall designate any portion of payment of principal on 2022A Bonds
paid by the 2022 Insurer, whether by virtue of mandatory sinking fund redemption, maturity or
other advancement of maturity, on its books as a reduction in the principal amount of 2022A
Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall
issue a replacement 2022A Bond to the 2022 Insurer, registered in the name directed by the 2022
Insurer, in a principal amount equal to the amount of principal so paid (without regard to authorized
denominations); provided that the Trustee's failure to so designate any payment or issue any
replacement 2022A Bond shall have no effect on the amount of principal or interest payable by
the Successor Agency on any 2022A Bond or the subrogation or assignment rights of the 2022
Insurer.
(f) Payments with respect to claims for interest on and principal of 2022A Bonds
disbursed by the Trustee from proceeds of the 2022A Bond Insurance Policy shall not be
considered to discharge the obligation of the Successor Agency with respect to such 2022A
Bonds, and the 2022 Insurer shall become the owner of such unpaid 2022A Bonds and claims for
the interest in accordance with the tenor of the assignment made to it under the provisions of the
preceding paragraphs or otherwise.
(g) Irrespective of whether any such assignment is executed and delivered, the
Successor Agency and the Trustee agree for the benefit of the 2022 Insurer that:
(i) They recognize that to the extent the 2022 Insurer makes payments directly
or indirectly (e.g., by paying through the Trustee), on account of principal of or interest on
the 2022A Bonds, the 2022 Insurer will be subrogated to the rights of such Owners to
receive the amount of such principal and interest from the Successor Agency, with interest
thereon, as provided and solely from the sources stated in the Indenture and the 2022A
Bonds; and
(ii) They will accordingly pay to the 2022 Insurer the amount of such principal
and interest, with interest thereon as provided in the transaction documents and the 2022A
Bonds, but only from the sources and in the manner provided therein for the payment of
principal of and interest on the 2022A Bonds to Owners, and will otherwise treat the 2022
Insurer as the owner of such rights to the amount of such principal and interest.
Section 4.06. Claims Upon the 2022B Bond Insurance Policy. With respect to the 2022B
Bond Insurance Policy, notwithstanding anything to the contrary set forth herein, the Successor
Agency and the Trustee agree to comply with the following provisions:
(a) In the event that principal and/or interest due on the 2022B Bonds shall be paid by
the 2022 Insurer pursuant to the 2022B Bond Insurance Policy, the 2022B Bonds shall remain
outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid
by the Successor Agency, the assignment and pledge of the trust estate and all covenants,
agreements and other obligations of the Successor Agency to the registered owners shall
continue to exist and shall run to the benefit of the 2022 Insurer and the 2022 Insurer shall be
subrogated to the rights and remedies of such registered owners including, without limitation, any
rights that such owners may have in respect of securities law violations arising from the offer and
sale of the 2022B Bonds.
(b) In the event that on the second (2nd) business day prior to any payment date on
the 2022B Bonds, the Trustee has not received sufficient moneys to pay all principal of and
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interest on the 2022B Bonds due on such payment date, the Trustee shall immediately notify the
2022 Insurer or its designee on the same business day by telephone or electronic mail, of the
amount of the deficiency. If any deficiency is made up in whole or in part prior to or on the payment
date, the Trustee shall notify the 2022 Insurer or its designee immediately upon receipt of
payment.
(c) In addition, if the Trustee has notice that any Owner of the 2022B Bonds has been
required to disgorge payments of principal of or interest on the 2022B Bonds pursuant to a final,
non-appealable order by a court of competent jurisdiction that such payment constitutes an
avoidable preference to such holder within the meaning of any applicable bankruptcy law, then
the 2022B Bond Insurance Policy or Trustee shall notify the 2022 Insurer or its designee of such
fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery
receipt is signed by a person authorized to accept delivery on behalf of the 2022 Insurer.
(d) The Trustee shall irrevocably be designated, appointed, directed and authorized
to act as attorney-in-fact for Owners of the 2022B Bonds as follows:
(i) If there is a deficiency in amounts required to pay interest and/or principal
on the 2022B Bonds, the Trustee shall (i) execute and deliver to the 2022 Insurer, in form
satisfactory to the 2022 Insurer, an instrument appointing Insurer as agent and attorney-
in-fact for such Owners of the 2022B Bonds in any legal proceeding related to the payment
and assignment to Insurer of the claims for interest on the 2022B Bonds, (ii) receive as
designee of the respective Owners (and not as Trustee) in accordance with the tenor of
the 2022B Bond Insurance Policy payment from the 2022 Insurer with respect to the claims
for interest so assigned, (iii) segregate all such payments in a separate account (the
"Insurance Policy Payment Account") to only be used to make scheduled payments of
principal of and interest on the 2022B Bonds, and (iv) disburse the same to such
respective Owners; and
(ii) If there is a deficiency in amounts required to pay principal of the 2022B
Bonds, the Trustee shall (i) execute and deliver to the 2022 Insurer, in form satisfactory to
the 2022 Insurer, an instrument appointing Insurer as agent and attorney-in-fact for such
Owner of the 2022B Bonds in any legal proceeding related to the payment of such principal
and an assignment to Insurer of the 2022B Bonds surrendered to the 2022 Insurer, (ii)
receive as designee of the respective Owners (and not as Trustee) in accordance with the
tenor of the 2022B Bond Insurance Policy payment therefore from the 2022 Insurer, (iii)
segregate all such payments in the 2022B Bond Insurance Policy Payment Account to
only be used to make scheduled payments of principal of and interest on the 2022B Bonds,
and (iv) disburse the same to such respective Owners.
(e) The Trustee shall designate any portion of payment of principal on 2022B Bonds
paid by the 2022 Insurer, whether by virtue of mandatory sinking fund redemption, maturity or
other advancement of maturity, on its books as a reduction in the principal amount of 2022B
Bonds registered to the then current Owner, whether DTC or its nominee or otherwise, and shall
issue a replacement 2022B Bond to the 2022 Insurer, registered in the name directed by the 2022
Insurer, in a principal amount equal to the amount of principal so paid (without regard to authorized
denominations); provided that the Trustee's failure to so designate any payment or issue any
replacement 2022B Bond shall have no effect on the amount of principal or interest payable by
the Successor Agency on any 2022B Bond or the subrogation or assignment rights of the 2022
Insurer.
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(f) Payments with respect to claims for interest on and principal of 2022B Bonds
disbursed by the Trustee from proceeds of the 2022B Bond Insurance Policy shall not be
considered to discharge the obligation of the Successor Agency with respect to such 2022B
Bonds, and the 2022 Insurer shall become the owner of such unpaid 2022B Bonds and claims for
the interest in accordance with the tenor of the assignment made to it under the provisions of the
preceding paragraphs or otherwise.
(g) Irrespective of whether any such assignment is executed and delivered, the
Successor Agency and the Trustee agree for the benefit of the 2022 Insurer that:
(i) They recognize that to the extent the 2022 Insurer makes payments directly
or indirectly (e.g., by paying through the Trustee), on account of principal of or interest on
the 2022B Bonds, the 2022 Insurer will be subrogated to the rights of such Owners to
receive the amount of such principal and interest from the Successor Agency, with interest
thereon, as provided and solely from the sources stated in the Indenture and the 2022B
Bonds; and
(ii) They will accordingly pay to the 2022 Insurer the amount of such principal
and interest, with interest thereon as provided in the transaction documents and the 2022B
Bonds, but only from the sources and in the manner provided therein for the payment of
principal of and interest on the 2022B Bonds to Owners, and will otherwise treat the 2022
Insurer as the owner of such rights to the amount of such principal and interest.
Section 4.07. Rights of the 2022 Insurer. Notwithstanding anything to the contrary set
forth herein, the Successor Agency and the Trustee agree to comply with the following provisions:
(a) Defeasance. The investments in the defeasance escrow relating to the 2022
Bonds shall be limited to non-callable, direct obligations of the United States of America and
securities fully and unconditionally guaranteed as to the timely payment of principal and interest
by the United States of America, or as otherwise maybe authorized under State law and approved
by the 2022 Insurer ("Defeasance Obligations").
At least three (3) Business Days prior to any defeasance with respect to the 2022 Bonds,
the Successor Agency shall deliver to the 2022 Insurer draft copies of an escrow agreement, an
opinion of bond counsel regarding the validity and enforceability of the escrow agreement and the
defeasance of the 2022 Bonds, a verification report (a "Verification Report") prepared by a
nationally recognized independent financial analyst or firm of certified public accountants
regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be
addressed to the 2022 Insurer and shall be in form and substance satisfactory to the 2022 Insurer.
In addition, the escrow agreement shall provide that:
Any substitution of securities following the execution and delivery of the escrow agreement
shall require the delivery of a Verification Report, an opinion of bond counsel that such substitution
will not adversely affect the exclusion (if interest on the 2022B Bonds is excludable) from gross
income of the holders of the 2022B Bonds of the interest on the 2022B Bonds for federal income
tax purposes and the prior written consent of the 2022 Insurer, which consent will not be
unreasonably withheld.
The Successor Agency will not exercise any prior optional redemption of 2022 Bonds
secured by the escrow agreement or any other redemption other than mandatory sinking fund
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redemptions unless (i) the right to make any such redemption has been expressly reserved in the
escrow agreement and such reservation has been disclosed in detail in the official statement for
the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to the
2022 Insurer a Verification Report as to the sufficiency of escrow receipts without reinvestment to
meet the escrow requirements remaining following any such redemption.
The Successor Agency shall not amend the escrow agreement or enter into a forward
purchase agreement or other agreement with respect to rights in the escrow without written notice
to and the prior written consent of the 2022 Insurer.
(b) Trustee. The 2022 Insurer shall receive prior written notice of any name change
of the Trustee, for the 2022 Bonds or the resignation, removal or substitution of the Trustee. Each
Trustee must be (A) a national banking association that is supervised by the Office of the
Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered
commercial bank that is a member of the Federal Reserve System and has at least $1 billion of
assets, or (C) otherwise approved by the 2022 Insurer in writing.
No resignation, removal or substitution of the Trustee shall take effect until a successor,
acceptable to the 2022 Insurer, shall be qualified and appointed. The 2022 Insurer shall have the
right to direct the replacement of the Trustee upon the occurrence of an event of a default on the
2022 Bonds and any event of default under any senior or subordinate obligations to the extent
the 2022 Insurer determines in its sole discretion that there exists or could exist a conflict of
interest.
(c) Amendments, Supplements and Consents. The 2022 Insurer’s prior written
consent is required for all amendments and supplements to this Indenture, with the exceptions
noted below. The Successor Agency shall send copies of all amendments or supplements to the
2022 Insurer and the rating agencies that have assigned a rating to the 2022 Bonds.
Consent of the 2022 Insurer. Any amendments or supplements to this Indenture shall
require the prior written consent of the 2022 Insurer with the exception of amendments or
supplements:
To cure any ambiguity or formal defect or omissions or to correct any inconsistent
provisions in the transaction documents or in any supplement thereto, or
To grant or confer upon the holders of the 2022 Bonds any additional rights,
remedies, powers, authority or security that may lawfully be granted to or conferred upon
the holders of the 2022 Bonds, or
To add to the conditions, limitations and restrictions on the issuance of bonds or
other obligations under the provisions of this Indenture other conditions, limitations and
restrictions thereafter to be observed, or
To add to the covenants and agreements of the Successor Agency in this
Indenture other covenants and agreements thereafter to be observed by the Successor
Agency or to surrender any right or power therein reserved to or conferred upon the
Successor Agency, or
To issue additional bonds in compliance with the terms of this Indenture.
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Consent of the 2022 Insurer in Addition to Owner Consent. Any amendment, supplement,
modification to, or waiver of, this Indenture that requires the consent of holders of the 2022 Bonds
or adversely affects the rights or interests of the 2022 Insurer shall be subject to the prior written
consent of the 2022 Insurer.
Notice to and Consent of the 2022 Insurer in the Event of Insolvency. To the extent the
Successor Agency enters into any reorganization or liquidation plan with respect to the Successor
Agency, it must be acceptable to the 2022 Insurer. In the event of any reorganization or liquidation
of the Successor Agency the 2022 Insurer shall have the right to file a claim, object to and vote
on behalf of all holders of the 2022 Bonds absent a continuing failure by the 2022 Insurer to make
a payment under the 2022A Bond Insurance Policy or the 2022B Bond Insurance Policy. The
Successor Agency shall provide the 2022 Insurer with immediate written notice of any insolvency
event that causes the Successor Agency to be unable to pay its obligations as and when they
become due. In the event of a receivership or out-of-court restructuring, the 2022 Insurer shall
have the right to negotiate and speak on behalf of and bind the bondholders and any agreements
reached must be acceptable to the 2022 Insurer.
Consent of the 2022 Insurer upon Default. Anything in this Indenture to the contrary
notwithstanding, upon the occurrence and continuance of a default or an event of default,
monetary or nonmonetary, the 2022 Insurer shall be entitled to control and direct the enforcement
of all rights and remedies granted to the holders of the 2022 Bonds or the Trustee for the benefit
of the owners of the 2022 Bonds under this Indenture. No monetary or nonmonetary default or
event of default may be waived without the 2022 Insurer’s written consent.
The 2022 Insurer as Owner. Upon the occurrence and continuance of a default or an
event of default with respect to the 2022A Bonds or the 2022B Bonds, the 2022 Insurer shall be
deemed to be the sole and exclusive owner of the outstanding 2022A Bonds or the 2022B Bonds,
as applicable, for all purposes under this Indenture, including, without limitation, for purpose of
approvals, consents, exercising remedies and approving agreements relating to the 2022A Bonds
or the 2022B Bonds, as applicable.
Consent of the 2022 Insurer for Acceleration. The 2022 Insurer’s prior written consent is
required as a condition precedent to and in all instances of acceleration.
Grace Period for Payment Defaults. No grace period shall be permitted for payment
defaults on the 2022 Bonds. No grace period for a covenant default shall exceed 30 days without
the prior written consent of the 2022 Insurer.
Special Provisions for Insurer Default. If an Insurer Default shall occur and be continuing,
then, notwithstanding anything in this paragraph (i) above to the contrary, (1) if at any time prior
to or following an Insurer Default, the 2022 Insurer has made payment under the 2022B Bond
Insurance Policy or the 2022B Bond Insurance Policy, to the extent of such payment the 2022
Insurer shall be treated like any other holder of the 2022A Bonds or the 2022B Bonds, as
applicable, for all purposes, including giving of consents, and (2) if the 2022 Insurer has not made
any payment under the 2022A Bond Insurance Policy or the 2022B Bond Insurance Policy, the
2022 Insurer shall have no further consent rights until the particular Insurer Default is no longer
continuing or the 2022 Insurer makes a payment under the 2022A Bond Insurance Policy or the
2022B Insurance Policy, in which event, the foregoing clause (1) shall control. For purposes of
this paragraph, "Insurer Default" means: (A) the 2022 Insurer has failed to make any payment
under the 2022 Bond Insurance Policy when due and owing in accordance with its terms; or (B)
the 2022 Insurer shall (i) voluntarily commence any proceeding or file any petition seeking relief
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under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party
or for a substantial part of its property, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or
federal agency or instrumentality shall order the suspension of payments on the 2022A Bond
Insurance Policy or the 2022B Bond Insurance Policy or shall obtain an order or grant approval
for the rehabilitation, liquidation, conservation or dissolution of the 2022 Insurer (including without
limitation under the New York Insurance Law).
(d) Additional Payments. The Successor Agency agrees unconditionally that it will pay
or reimburse the 2022 Insurer on demand any and all reasonable charges, fees, costs, losses,
liabilities and expenses that the 2022 Insurer may pay or incur, including, but not limited to, fees
and expenses of the 2022 Insurer ’s agents, attorneys, accountants, consultants, appraisers and
auditors and reasonable costs of investigations, in connection with the administration (including
waivers and consents, if any), enforcement, defense, exercise or preservation of any rights and
remedies in respect of this Indenture ("Administrative Costs"). For purposes of the foregoing,
costs and expenses shall include a reasonable allocation of compensation and overhead
attributable to the time of employees of the 2022 Insurer spent in connection with the actions
described in the preceding sentence. The Successor Agency agrees that failure to pay any
Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount
at the Late Payment Rate, compounded semi-annually, from the date that payment is first due to
the 2022 Insurer until the date the 2022 Insurer is paid in full.
Notwithstanding anything herein to the contrary, the Successor Agency agrees to pay to
the 2022 Insurer (i) a sum equal to the total of all amounts paid by the 2022 Insurer under the
2022A Bond Insurance Policy (the ”2022A Bond Insurance Policy Payment"); and (ii) interest on
such the 2022A Bond Insurance Policy Payments from the date paid by the 2022 Insurer until
payment thereof in full by the Successor Agency, payable to the 2022 Insurer at the Late Payment
Rate per annum (collectively, the ”2022A Bond Insurance Policy Reimbursement Amounts")
compounded semi-annually.
Notwithstanding anything herein to the contrary, the Successor Agency agrees to pay to
the 2022 Insurer (i) a sum equal to the total of all amounts paid by the 2022 Insurer under the
2022B Bond Insurance Policy (the “2022B Bond Insurance Policy Payment”); and (ii) interest on
such the 2022B Bond Insurance Policy Payments from the date paid by the 2022 Insurer until
payment thereof in full by the Successor Agency, payable to the 2022 Insurer at the Late Payment
Rate per annum (collectively, the “2022B Bond Insurance Policy Reimbursement Amounts")
compounded semi-annually.
The Successor Agency hereby covenants and agrees that the 2022A Bond Insurance
Reimbursement Amounts and the 2022B Bond Insurance Reimbursement Amounts are payable
from and secured by a lien on and pledge of the same revenues and other collateral pledged to
the 2022 Bonds on parity with debt service due on the 2022 Bonds.
(e) 2022 Reserve Subaccount. The prior written consent of the 2022 Insurer shall be
a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit
into the 2022 Reserve Subaccount of the Reserve Account, if any. Amounts on deposit in the
2022 Reserve Subaccount of the Reserve Account shall be applied solely to the payment of debt
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service due on the 2022 Bonds.
(f) Exercise of Rights by the 2022 Insurer. The rights granted to the 2022 Insurer
under this Indenture and 2022 Bonds to request, consent to or direct any action are rights granted
to the 2022 Insurer in consideration of its issuance of the 2022 Bond Insurance Policy. Any
exercise by the 2022 Insurer of such rights is merely an exercise of the 2022 Insurer ’s contractual
rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders
of the 2022 Bonds and such action does not evidence any position of the 2022 Insurer, affirmative
or negative, as to whether the consent of the holders of the 2022 Bonds or any other person is
required in addition to the consent of the 2022 Insurer.
The 2022 Insurer shall be entitled to pay principal or interest on the 2022 Bonds that shall
become Due for Payment but shall be unpaid by reason of Nonpayment by the Successor Agency
(as such terms are defined in the 2022A Bond Insurance Policy and 2022B Bond Insurance Policy)
and any amounts due on the 2022 Bonds as a result of acceleration of the maturity thereof in
accordance with this Indenture, whether or not the 2022 Insurer has received a claim upon the
2022A Bond Insurance Policy or the 2022B Bond Insurance Policy, as applicable.
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ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01. Punctual Payment. The Successor Agency shall punctually pay or cause
to be paid the principal and interest to become due in respect of all the Bonds together with the
premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture.
The Successor Agency shall faithfully observe and perform all of the conditions, covenants and
requirements of this Indenture and all Supplemental Indentures and the Bonds. Nothing herein
contained shall prevent the Successor Agency from making advances of its own moneys
howsoever derived to any of the uses or purposes referred to herein.
Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. The
Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor
Agency shall not issue any bonds, notes or other obligations, enter into any agreement or
otherwise incur any indebtedness, which is in any case payable from all or any part of the Tax
Revenues, excepting only as provided in this Section 5.02.
The Successor Agency hereby covenants that it will not otherwise encumber, pledge or
place any charge or lien upon any of the Tax Revenues or other amounts pledged to the Bonds
superior or on parity to the pledge and lien herein created for the benefit of the Bonds, other than
Parity Debt issued in accordance with Section 3.05 hereof.
Nothing herein shall prevent the Successor Agency from issuing and selling Subordinate
Debt. Any Subordinate Debt that is issued as bonds or incurred in the form of a loan shall be
payable on the same dates as the Bonds.
Section 5.03. Extension of Payment. The Successor Agency will not, directly or indirectly,
extend or consent to the extension of the time for the payment of any Bond or claim for interest
on any of the Bonds and will not, directly or indirectly, be a party to or approve any such
arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In
case the maturity of any such Bond or claim for interest shall be extended or funded, whether or
not with the consent of the Successor Agency, such Bond or claim for interest so extended or
funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except
subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all
claims for interest which shall not have been so extended or funded.
Section 5.04. Payment of Claims. The Successor Agency shall promptly pay and
discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or
supplies which, if unpaid, might become a lien or charge upon the properties owned by the
Successor Agency or upon the Tax Revenues or other amounts pledged to the payment of the
Bonds, or any part thereof, or upon any funds in the hands of the Trustee, or which might impair
the security of the Bonds. Nothing herein contained shall require the Successor Agency to make
any such payment so long as the Successor Agency in good faith shall contest the validity of said
claims.
Section 5.05. Books and Accounts; Financial Statements. The Successor Agency shall
at all times keep, or cause to be kept, proper and current books and accounts in which accurate
entries are made of the financial transactions and records of the Successor Agency, which shall
be subject to inspection by the 2022 Insurer at all times during normal business hours and upon
reasonable notice by the 2022 Insurer to the Successor Agency. Within two hundred seventy
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(270) days after the close of each Fiscal Year an Independent Certified Public Accountant shall
prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal
Year. To the extent permitted by law, such audit may be included within the annual audited
financial statements of the City. The Successor Agency shall furnish a copy of such financial
statements to any Owner upon reasonable request of such Owner and at the expense of such
Owner. The Trustee shall have no duty to review such audits. The Successor Agency agrees,
consents and will cooperate in good faith to provide information reasonably requested by the 2022
Insurer and will further provide appropriately designated individuals and officers to discuss the
affairs, finances and accounts of the Successor Agency or any other matter as the 2022 Insurer
may reasonably request. The books and records of the Successor Agency shall at all times during
normal business hours and upon reasonable notice be subject to inspection by the 2022 Insurer
and any other issuer of a Qualified Reserve Account Credit Instrument hereunder or their
respective agents or representatives who have been duly authorized in writing.
Section 5.06. Protection of Security and Rights of Owners. The Successor Agency will
preserve and protect the security of the Bonds and the rights of the Owners. From and after the
Closing Date with respect to the 2022 Bonds, the 2022 Bonds shall be incontestable by the
Successor Agency.
Section 5.07. Payments of Taxes and Other Charges. Except as otherwise provided
herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all
taxes, service charges, assessments and other governmental charges which may hereafter be
lawfully imposed upon the Successor Agency or the properties then owned by the Successor
Agency in the Project Area, or upon the revenues therefrom when the same shall become due.
Nothing herein contained shall require the Successor Agency to make any such payment so long
as the Successor Agency in good faith shall contest the validity of said taxes, assessments or
charges. The Successor Agency will duly observe and conform with all valid requirements of any
governmental authority relative to the Project Area or any part thereof.
Section 5.08. Compliance with the Law; Recognized Obligation Payment Schedules.
(a) General. The Successor Agency shall comply with all of the
requirements of the Law and the Dissolution Act. Without limiting the generality of the
foregoing, the Successor Agency covenants and agrees to file all required statements
and hold all public hearings required under the Dissolution Act to assure compliance
by the Successor Agency with its covenants hereunder.
Further, it will take all actions required under the Dissolution Act to include
(i) scheduled debt service on all Outstanding Bonds and any Parity
Debt and any amount required under this Indenture or any Parity Debt
Instrument to replenish the Reserve Account established hereunder or the
reserve account established under any Parity Debt Instrument, and
(ii) amounts due to any provider of a municipal bond or financial
guaranty insurance policy (including an issuer a Qualified Reserve Account
Credit Instrument hereunder or under a Parity Debt Instrument) with respect to
any Bonds or any Parity Debt, including the 2022 Insurer
in Recognized Obligation Payment Schedules so as to enable the Auditor-
Controller of the County of Los Angeles to distribute from the Redevelopment Property
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Tax Trust Fund to the Successor Agency’s Redevelopment Obligation Retirement
Fund on each January 2 and June 1, as applicable, amounts required to enable the
Successor Agency to pay timely principal of (including any mandatory sinking fund
redemption amount), and interest on, the Bonds on a timely basis, and to pay amounts
owed to any provider of a municipal bond or financial guaranty insurance policy
(including the 2022 Reserve Provider or any other issuer a Qualified Reserve Account
Credit Instrument hereunder or under a Parity Debt Instrument), as well as the other
amounts described above.
In addition, all amounts on hand received by the Successor Agency on January
2, 2023 for the payment of debt service on the Prior Bonds, shall be used by the
Successor Agency to refund the Prior Bonds in accordance with the 2011 Bonds
Refunding Instructions and the 2013 Bonds Refunding Instructions.
[The amounts received by the Successor Agency on the June 1, 2022
distribution date that otherwise would have been applied to the payment of debt
service on the Prior Bonds, shall be applied as provided in Section 4.03 hereof to pay
debt service on the 2022 Bonds, on September 1, 2022, and any amounts remaining
shall be retained in the Debt Service Fund and deposited in the Interest Account or
the Principal Account, as necessary, for payment of debt service on the 2022 Bonds
on March 1, 2023, pursuant to the terms of said Section 4.03.]
[Additionally, the amounts received by the Successor Agency on the January
2, 2023 distribution date that otherwise would have been applied to the payment of
debt service on the Prior Bonds, shall be applied as provided in Section 4.03 hereof to
pay debt service on the 2022 Bonds, on March 1, 2023, and any amounts remaining
shall be retained in the Debt Service Fund and deposited in the Interest Account or
the Principal Account, as necessary, for payment of debt service on the 2022 Bonds
on September 1, 2023, pursuant to the terms of said Section 4.03.]
(b) Requirements Regarding ROPS Commencing 2022-23. In order to
accomplish the foregoing, not later than February 1 of each year commencing
February 1, 2023, so long as any Bonds or Parity Debt are outstanding, the Successor
Agency shall submit an Oversight Board-approved Recognized Obligation Payment
Schedule to the State Department of Finance and to the Los Angeles County Auditor-
Controller that provides for the distribution of the following amounts:
(i) for distribution on June 1, all debt service coming due and payable
on all Outstanding Bonds and Parity Debt on the next succeeding September
1, less any amounts previously deposited in the Debt Service Fund for payment
of debt service on the Outstanding Bonds and Parity Debt on such September
1;
(ii) for distribution on January 2, at least 50% (but, at the discretion of
the Successor Agency, an amount up to 100%) of all debt service coming due
and payable on all Outstanding Bonds and Parity Debt on the next succeeding
March 1 and September 1;
(iii) any amounts required to replenish the Reserve Account, any
subaccount thereof, and any other reserve account established under any
Parity Debt Instrument, and any amounts due and owing to any provider of a
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municipal bond or financial guaranty insurance policy (including an issuer a
Qualified Reserve Account Credit Instrument hereunder or under a Parity Debt
Instrument) with respect to any Bonds or any Parity Debt, including the 2022
Insurer.
If any amounts then due and payable to the 2022 Insurer under this Indenture
are not included on any current Recognized Obligation Payment Schedule and the
Successor Agency is then legally permitted to amend such Recognized Obligation
Payment Schedule, the Successor Agency will submit to the Oversight Board and the
State Department of Finance a request to amend such Recognized Obligation
Payment Schedule to include such amounts then due and payable to the 2022 Insurer.
(c) Change in Dissolution Act Provisions. In the event the provisions set
forth in the Dissolution Act as of the Closing Date of the 2022 Bonds that relate to the
filing of Recognized Obligation Payment Schedules are amended or modified in any
manner, the Successor Agency agrees to take all such actions as are necessary to
comply with such amended or modified provisions so as to ensure the timely payment
of debt service on the Bonds and Parity Debt and, if the timing of distributions of the
Redevelopment Property Tax Trust Fund is changed, the receipt of moneys required
to pay debt service in each Bond Year in the amounts and not later than the dates set
forth above.
(d) 2022 Insurer as Attorneys-in-Fact. In the event the Successor Agency fails to
provide the Oversight Board or the State Department of Finance with a Recognized Obligation
Payment Schedule by the statutory deadlines, to the extent permitted by applicable law, the
Successor Agency designates the 2022 Insurer as its attorney-in-fact with the power to make
such a request relating to the 2022 Bonds; provided however, that the 2022 Insurer will provide a
copy of such request to the Successor Agency at the time of such submission. With respect to
Recognized Obligation Payment Schedules, if any amounts payable to the 2022 Insurer are not
included on the then current Recognized Obligation Payment Schedule, the Successor Agency
shall amend such Recognized Obligation Payment Schedule to include such amount to the extent
permitted by law.
(e) Last and Final Recognized Obligation Payment Schedule. The Successor Agency
shall not approve or submit for approval to the Successor Agency’s Oversight Board or the State
Department of Finance the final amendment to a “last and final” Recognized Obligation Payment
Schedule pursuant to Section 34191.6 of the Dissolution Act without the prior written consent of
the 2022 Insurer, unless all amounts that could become due and payable to the 2022 Insurer
under the Indenture would be included as a line item in the Last and Final Recognized Obligation
Payment Schedule following approval of the requested amendment.
Section 5.09. [Reserved].
Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. In the event that the
applicable property tax revenues provisions of the Dissolution Act are determined by a court in a
final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or
the equivalent become applicable to the Bonds, the Successor Agency shall comply with all
requirements of the Law or the equivalent to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing of any necessary statements of
indebtedness with appropriate officials of the County and, in the case of amounts payable by the
State, appropriate officials of the State.
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Section 5.11. No Arbitrage. The Successor Agency shall not take, or permit or suffer to
be taken by the Trustee or otherwise, any action with respect to the proceeds of the 2022A Bonds
which, if such action had been reasonably expected to have been taken, or had been deliberately
and intentionally taken, on the date of issuance of the 2022A Bonds would have caused the 2022A
Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code.
Section 5.12. Private Activity Bond Limitation. The Successor Agency shall assure that
the proceeds of the 2022A Bonds are not so used as to cause the 2022A Bonds to satisfy the
private business tests of section 141(b) of the Code or the private loan financing test of section
141(c) of the Code.
Section 5.13. Federal Guarantee Prohibition. The Successor Agency 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 2022A Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code.
Section 5.14. Rebate Requirement. The Successor Agency 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, to the extent that such section is applicable
to the 2022A Bonds.
Section 5.15. Maintenance of Tax-Exemption. The Successor Agency shall take all actions
necessary to assure the exclusion of interest on the 2022A Bonds from the gross income of the
Owners of the 2022A Bonds to the same extent as such interest is permitted to be excluded from
gross income under the Code as in effect on the date of issuance of the 2022A Bonds.
Section 5.16. Continuing Disclosure. The Successor Agency hereby covenants and
agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency
to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder.
However, any Participating Underwriter or any holder or beneficial owner of the 2022 Bonds may
take such actions as may be necessary and appropriate, including seeking specific performance
by court order, to cause the Successor Agency to comply with its obligations under this Section
5.16.
Section 5.17. Meet and Confer; Recognized Obligation Payment Schedule. The
Successor Agency shall provide the 2022 Insurer with copies of all Recognized Obligation
Payment Schedules submitted and any and all correspondence received from the State
Department of Finance relating to or which could affect payments on the 2022 Bonds upon receipt,
except for requests for copies of agreements or other supporting documentation by the State
Department of Finance to support a Recognized Obligation Payment Schedule submitted by the
Successor Agency. Documents posted by the State Department of Finance under their existing
procedures on the State Department of Finance website shall meet this requirement. In the event
that the Successor Agency is a party to a meet and confer with the State Department of Finance
that relates to the payment of debt service on or security for the 2022 Bonds, or the 2022 Reserve
Policy Costs, the Successor Agency shall notify the 2022 Insurer and, if the subject of the meet
and confer could prevent timely payment of or impair the security for the 2022 Bonds or 2022
Reserve Policy Costs, the 2022 Insurer shall have the right to participate in the meet and confer
process either by appearance with the Successor Agency at the meet and confer or through
written submission as the 2022 Insurer determines in its discretion. In the event the Successor
Agency receives a Recognized Obligation Payment Schedule denial, whether relating to the 2022
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Bonds or not, and such denial could prevent timely and full payment of debt service on, or impair
the security for, the 2022 Bonds or 2022 Reserve Policy Costs, the Successor Agency agrees to
cooperate in good faith with the 2022 Insurer and the 2022 Insurer shall receive prompt notice of
any such event and shall be permitted to attend any meetings with the Successor Agency and
the State Department of Finance and to discuss such matters with the State Department of
Finance directly.
Section 5.18. Further Assurances. The Successor Agency 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 Bonds the rights and benefits
provided in this Indenture.
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ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of 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 and no implied covenants, duties or obligations
shall be read into this Indenture against the Trustee. 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 such person’s
own affairs.
(b) The Successor Agency may remove the Trustee at any time, unless an Event of
Default shall have occurred and then be continuing, and shall remove the Trustee (i) 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 Bonds then Outstanding (or their
attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge
that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section, 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 such removal shall be accomplished by the giving of 30 days prior written notice of
such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall
appoint a successor Trustee by an instrument in writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to the
Successor Agency and by giving the Owners notice of such resignation by first class mail, postage
prepaid, at their respective addresses shown on the Registration Books. Upon receiving such
notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an
instrument in writing.
(d) 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 such Owner and all other Owners) may petition any court of competent
jurisdiction at the expense of the Successor Agency 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, acknowledging and delivering to the Successor
Agency 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 Written
Request of the Successor Agency or the request of the successor Trustee, such predecessor
Trustee 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
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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 Successor Agency 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 Successor Agency shall mail a notice of the succession of such
Trustee to the trusts hereunder to the Owners at their respective addresses shown on the
Registration Books. If the Successor Agency 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 Successor Agency.
(e) Any Trustee appointed under the provisions of this Section in succession to the
Trustee shall be a financial institution having a corporate trust office in the State, having (or in the
case of a corporation or trust company included in a bank holding company system, the related
bank holding company shall have) a combined capital and surplus of at least $75,000,000, and
subject to supervision or examination by federal or state authority. If such financial institution
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 financial institution 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
(e), the Trustee shall resign immediately in the manner and with the effect specified in this Section.
The Successor Agency will maintain a Trustee which is qualified under the provisions of
the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding.
Section 6.02. Merger or Consolidation. Any bank, national banking association or trust
company into which the Trustee may be merged or converted or with which may be consolidated
or any bank, national banking association or trust company resulting from any merger, conversion
or consolidation to which it shall be a party or any bank, national banking association or trust
company to which the Trustee may sell or transfer all or substantially all of its corporate trust
business, provided such bank, national banking association or trust company shall be eligible
under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution
or filing of any paper or any further act, anything herein to the contrary notwithstanding.
Section 6.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements
of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of
the same, nor make any representations as to the validity or sufficiency of this Indenture or of the
security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in
respect thereof, other than as expressly stated herein. The Trustee shall, however, be
responsible for its representations contained in its certificate of authentication on the Bonds. The
Trustee shall not be liable in connection with the performance of its duties hereunder, except for
its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any
agents of the Trustee selected by it with due care. The Trustee and its officers and employees
may become the Owner of any Bonds with the same rights it would have if they 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
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to protect the rights of the Owners, whether or not such committee shall represent the Owners of
a majority in principal amount of the Bonds then Outstanding.
(b) The Trustee shall not be liable for any error of judgment made by a responsible
employee or officer, unless the Trustee shall have been 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 accordance with the direction of the Owners of not less than a majority in aggregate
principal amount of the Bonds 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 not be liable for any action taken by it and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture, except
for actions arising from the negligence or intentional misconduct of the Trustee. The permissive
right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory
duty.
(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder
unless and until a responsible officer shall have actual knowledge thereof, or shall have received
written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the
absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event
of Default has occurred and is continuing under this Indenture. Except as otherwise expressly
provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or
observance by any other party of any of the terms, conditions, covenants or agreements herein
or of any of the documents executed in connection with the Bonds, or as to the existence of an
Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness
of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee
may rely conclusively on the Successor Agency’s certificates to establish the Successor Agency's
compliance with its financial covenants hereunder, including, without limitation, its covenants
regarding the deposit of Tax Revenues into the Redevelopment Obligation Retirement Fund and
the investment and application of moneys on deposit in the Redevelopment Obligation Retirement
Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder).
The Trustee shall have no liability or obligation to the Bondowners with respect to the
payment of debt service on the Bonds by the Successor Agency or with respect to the observance
or performance by the Successor Agency of the other conditions, covenants and terms contained
in this Indenture, or with respect to the investment of any moneys in any fund or account
established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise.
No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts
advanced by it at the maximum rate permitted by law.
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not
be responsible for any intentional misconduct or negligence on the part of any agent, attorney or
receiver appointed with due care by it hereunder.
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The Trustee shall have no responsibility, opinion, or liability with respect to any
information, statements or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of these Bonds.
Before taking any action under Article VIII or this Article at the request of the Owners the
Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the
reimbursement of all expenses to which it may be put and to protect it against all liability, except
liability which is adjudicated to have resulted from its negligence or willful misconduct in
connection with any action so taken.
The Trustee will not be considered in breach of or in default in its obligations hereunder
or progress in respect thereto in the event of delay in the performance of such obligations due to
unforeseeable causes beyond its control and without its fault or negligence, including, but not
limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other
party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes,
explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor,
equipment, facilities, sources of energy, material or supplies in the open market, litigation or
arbitration involving a party or others relating to zoning or other governmental action or inaction
pertaining to any project refinanced with the proceeds of the Bonds, malicious mischief,
condemnation, and unusually severe weather and/or occurrences beyond the control of the
Trustee.
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 Successor Agency 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 Successor Agency whenever a person is to be added or deleted from the listing. If the
Successor Agency 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 Successor Agency 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 Successor Agency shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Trustee and that the Successor Agency 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
Successor Agency. 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 Successor Agency 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 Successor Agency; (iii) that the
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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.
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 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected
in acting upon any notice, resolution, request, consent, order, certificate, report, opinion or other
paper or document believed by it to be genuine and to have been signed or prescribed by the
proper party or parties, and shall not be required to make any investigation into the facts or matters
contained thereon. The Trustee may consult with counsel, including, without limitation, counsel
of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence
or intentional misconduct by the Trustee, the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the Trustee hereunder
in accordance therewith.
The Trustee shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto is established to
the satisfaction of the Trustee.
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 Written
Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken
or suffered under the provisions of this Indenture in reliance upon such Written 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 deem reasonable. The Trustee may conclusively rely on
any certificate or report of any Independent Accountant or Independent Redevelopment
Consultant appointed by the Successor Agency.
Section 6.05. 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 at all reasonable times upon reasonable notice to the inspection of the Successor Agency
and any Owner, and their agents and representatives duly authorized in writing, during regular
business hours and under reasonable conditions.
Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the
Trustee from time to time reasonable compensation for all services rendered under this Indenture
in accordance with the letter proposal from the Trustee approved by the Successor Agency and
also all reasonable expenses, charges, legal and consulting fees and other disbursements and
those of its attorneys (including the allocated costs and disbursement of in-house counsel to the
extent such services are not redundant with those provided by outside counsel), agents and
employees, incurred in and about the performance of its powers and duties under this Indenture.
The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the
Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including
reasonable compensation to its experts, attorneys and counsel (including the allocated costs and
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disbursement of in-house counsel to the extent such services are not redundant with those
provided by outside counsel).
The Successor Agency further covenants and agrees to indemnify, defend and save the
Trustee and its officers, directors, agents and employees, harmless from and against any loss,
expense including legal fees and expenses and liabilities which it may incur arising out of or in
connection with the exercise and performance of its powers and duties hereunder, including the
costs and expenses of defending against any claim of liability, but excluding any and all losses,
expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee,
its officers, directors, agents or employees. The obligations of the Successor Agency and the
rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee
under this Indenture and payment of the Bonds and discharge of this Indenture.
Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the Debt Service
Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and
the Costs of Issuance Account shall be invested by the Trustee in Permitted Investments as
directed by the Successor Agency in the Written Request of the Successor Agency filed with the
Trustee at least two (2) Business Days in advance of the making of such investments. In the
absence of any such Written Request of the Successor Agency, the Trustee shall hold such funds
uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions of the
Successor Agency directing investments in Permitted Investments as to the fact that each such
investment is permitted by the laws of the State, and shall not be required to make further
investigation with respect thereto. Moneys in the Redevelopment Obligation Retirement Fund
may be invested by the Successor Agency in any obligations in which the Successor Agency is
legally authorized to invest its funds. Obligations purchased as an investment of moneys in any
fund shall be deemed to be part of such fund or account. All interest or gain derived from the
investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be
deposited in the Interest Account. The Trustee may act as principal or agent in the acquisition or
disposition of any investment and may impose its customary charges therefor. The Trustee shall
incur no liability for losses arising from any investments made at the direction of the Successor
Agency or otherwise made pursuant to this Section.
The Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to receive
brokerage confirmations of security transactions as they occur, the Successor Agency specifically
waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the
Successor Agency periodic cash transaction statements which shall include detail for all
investment transactions made by the Trustee hereunder.
All moneys held by the Trustee shall be held in trust, but need not be segregated from
other funds unless specifically required by this Indenture. Except as specifically provided in this
Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall
be liable only to account to the Successor Agency for earnings derived from funds that have been
invested.
The Successor Agency covenants that all investments of amounts deposited in any fund
or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of
the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and
valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market
Value. The Trustee has no duty in connection with the determination of Fair Market Value other
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than to follow the investment directions of the Successor Agency in any Written Certificate or
Written Request of the Successor Agency.
For purposes of this Section 6.07, the term “Fair Market Value” shall mean the price at
which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s
length transaction (determined as of the date the contract to purchase or sell the investment
becomes binding) if the investment is traded on an established securities market (within the
meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the
acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment
is a certificate of deposit that is acquired in accordance with applicable regulations under the
Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment
provisions and a specifically negotiated interest rate (for example, a guaranteed investment
contract, a forward supply contract or other investment agreement) that is acquired in accordance
with applicable regulations under the Code, or (iii) the investment is a United States Treasury
Security -- State and Local Government Series which is acquired in accordance with applicable
regulations of the United States Bureau of Public Debt.
Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance
with corporate trust industry standards, in which accurate entries shall be made of all transactions
of the Trustee relating to the proceeds of the Bonds made by it and all funds and accounts held
by the Trustee established pursuant to this Indenture. Such books of record and account shall
be available for inspection by the Successor Agency and the 2022 Insurer upon reasonable prior
notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to
the Successor Agency, at least monthly, an accounting of all transactions in the form of its
customary statements relating to the proceeds of the Bonds and all funds and accounts held by
the Trustee pursuant to this Indenture.
Section 6.09. Appointment of Co-Trustee or Agent. It is the purpose of this Indenture that
there shall be no violation of any law of any jurisdiction (including particularly the law of the State)
denying or restricting the right of banking corporations or associations to transact business as
Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and
in particular in case of the enforcement of the rights of the Trustee on default, or in the case the
Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise
any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties,
in trust, as herein granted, or take any other action which may be desirable or necessary in
connection therewith, it may be necessary that the Trustee appoint an additional individual or
institution as a separate co-trustee. The following provisions of this Section 6.09 are adopted to
these ends.
In the event that the Trustee shall appoint an additional individual or institution as a
separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest
in such separate or co-trustee but only to the extent necessary to enable such separate or co-
trustee to exercise such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable
by either of them; provided, however, in no event shall the Trustee be responsible or liable for the
acts or omissions of any co-trustee.
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Should any instrument in writing from the Successor Agency be required by the separate
trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and delivered by the
Successor Agency. In case any separate trustee or co-trustee, or a successor to either, shall
become incapable of acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor
to such separate trustee or co-trustee.
Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal
or agent, may engaged in or be interested in any financial or other transaction with the Successor
Agency.
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ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment With And Without Consent of Owners. This Indenture and the
rights and obligations of the Successor Agency and of the Owners may be modified or amended
at any time by a Supplemental Indenture which shall become binding upon adoption and without
the consent of any Owners, to the extent permitted by law and only for any one or more of the
following purposes:
(a) to add to the covenants and agreements of the Successor Agency in this
Indenture contained, other covenants and agreements thereafter to be observed, or to
limit or surrender any rights or powers herein reserved to or conferred upon the Successor
Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture, or
in any other respect whatsoever as the Successor Agency may deem necessary or
desirable, provided under any circumstances that such modifications or amendments shall
not, in the reasonable determination of the Successor Agency, materially adversely affect
the interests of the Owners; or
(c) to amend any provision hereof relating to the requirements of or
compliance with the Code, to any extent whatsoever but only if and to the extent such
amendment will not adversely affect the exemption from federal income taxation of interest
on any of the Bonds, in the opinion of Bond Counsel; or
(d) to amend the Recognized Obligation Debt Service Payment Schedule set
forth in Exhibit B to take into account the redemption of any Bond prior to its maturity; or
(e) to provide for the issuance of Parity Debt pursuant to a Supplemental
Indenture in accordance with Section 3.05.
Except as set forth in the preceding paragraph, this Indenture and the rights and
obligations of the Successor Agency and of the Owners may be modified or amended at any time
by a Supplemental Indenture which shall become binding with the consent of the Owners of a
majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee.
No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on
any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal,
interest or redemption premium, (if any) at the time and place and at the rate and in the currency
provided therein of any Bond without the express written consent of the Owner of such Bond, or
(b) reduce the percentage of Bonds required for the written consent to any such amendment or
modification. In no event shall any Supplemental Indenture modify any of the rights or obligations
of the Trustee without its prior written consent. In addition, the Trustee shall be entitled to an
opinion of counsel concerning the Supplemental Indenture’s lack of any material adverse effect
on the Owners.
Section 7.02. Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter
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be determined, exercised and enforced hereunder subject in all respects to such modification and
amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to
be part of the terms and conditions of this Indenture for any and all purposes.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any amendment or modification hereof pursuant to this Article VII, the Successor
Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form
approved by the Successor Agency, as to such amendment or modification and in that case upon
demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that
purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation
as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency
may determine that new Bonds shall be prepared at the expense of the Successor Agency and
executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor
Agency, the Owners of the Bonds shall present such Bonds for exchange at the Trust Office of
the Trustee, without cost to such Owners.
Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not
prevent any Owner from accepting any amendment as to the particular Bond held by such Owner,
provided that due notation thereof is made on such Bond.
Section 7.05. Trustee’s Reliance. The Trustee may conclusively rely, and is protected in
relying, upon a Written Certificate of the Successor Agency and an opinion of Bond Counsel
stating that all requirements of this Indenture relating to the amendment or modification hereof
have been satisfied and that such amendments or modifications do not materially adversely affect
the interests of the Bond Owners.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities. The following events shall
constitute Events of Default hereunder:
(a) if default shall be made by the Successor Agency in the due and punctual
payment of the principal of or interest on any Bond when and as the same shall become
due and payable, whether at maturity as therein expressed, by declaration or otherwise;
(b) if default shall be made by the Successor Agency in the observance of any
of the covenants, agreements or conditions on its part in this Indenture or in the Bonds or
any Parity Debt Instrument contained, other than a default described in the preceding
clause (a), and such default shall have continued for a period of thirty (30) days following
receipt by the Successor Agency of written notice from the Trustee or any Owner of the
occurrence of such default, provided that if in the reasonable opinion of the Successor
Agency the failure stated in the notice can be corrected, but not within such 30 day period,
such failure will not constitute an event of default if corrective action is instituted by the
Successor Agency within such 30 day period and the Successor Agency thereafter
diligently and in good faith cures such failure in a reasonable period of time; or
(c) If the Successor Agency files a petition seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction will approve a petition seeking
reorganization under the federal bankruptcy laws or any other applicable law of the United
States of America, or, if under the provisions of any other law for the relief or aid of debtors,
any court of competent jurisdiction will approve a petition, seeking reorganization under
the federal bankruptcy laws or any other applicable law of the United States of America,
or, if under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction will assume custody or control of the Successor Agency or of the
whole or any substantial part of its property.
If an Event of Default has occurred under this Section and is continuing, the Trustee may,
or, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the
accrued interest thereon, to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable, anything in this Indenture or in the Bonds to
the contrary notwithstanding, and (b) the Trustee shall, subject to the provisions of Section 8.06,
exercise any other remedies available to the Trustee and the Bond Owners in law or at equity.
Immediately upon receiving notice or actual knowledge of the occurrence of an Event of
Default, the Trustee shall give notice of such Event of Default to the Successor Agency by
telephone promptly confirmed in writing. Such notice shall also state whether the principal of the
Bonds shall have been declared to be or have immediately become due and payable. With
respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with
respect to any Event of Default described in clause (b) above the Trustee in its sole discretion
may, also give such notice to the Owners by mail, which shall include the statement that interest
on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall
have declared the Bonds to become due and payable pursuant to the preceding paragraph (but
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only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually
paid on such date).
This provision, however, is subject to the condition that if, at any time after the principal of
the Bonds shall have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered, the Successor Agency shall
deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such
declaration and all matured installments of interest (if any) upon all the Bonds, with interest on
such overdue installments of principal and interest (to the extent permitted by law), and the
reasonable fees and expenses of the Trustee, (including the allocated costs and disbursements
of its in-house counsel to the extent such services are not redundant with those provided by
outside counsel) and any and all other defaults known to the Trustee (other than in the payment
of principal of and interest on the Bonds due and payable solely by reason of such declaration)
shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the
Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee
shall promptly give written notice of the foregoing to the Owners of all Bonds then Outstanding,
and the Owners of at least a majority in aggregate principal amount of the Bonds then
Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the
Owners of all of the Bonds, rescind and annul such declaration and its consequences. However,
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 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues and all
sums in the funds and accounts established and held by the Trustee hereunder upon the date of
the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by
the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation
of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the
surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the Trustee in declaring
such Event of Default and in exercising the rights and remedies set forth in this Article VIII,
including reasonable compensation to its agents, attorneys (including the allocated costs
and disbursements of its in-house counsel to the extent such services are not redundant
with those provided by outside counsel) and counsel and any outstanding fees, expenses
of the Trustee;
Second, to the payment of the whole amount then owing and unpaid upon the
Bonds for principal and interest, with interest on the overdue principal and installments of
interest at the net effective rate then borne by the Outstanding Bonds (to the extent that
such interest on overdue installments of principal and interest shall have been collected),
and in case such moneys shall be insufficient to pay in full the whole amount so owing
and unpaid upon the Bonds, then to the payment of such principal and interest without
preference or priority of principal over interest, or interest over principal, or of any
installment of interest over any other installment of interest, ratably to the aggregate of
such principal and interest; and
Third, to the payment of any amounts due to any provider of a municipal bond or
financial guaranty insurance policy with respect to any Bonds, including the 2022 Insurer.
Section 8.03. Power of Trustee to Control Proceedings. In the event that the Trustee,
upon the happening of an Event of Default, shall have taken any action, by judicial proceedings
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or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request
of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full
power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with
respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal
of such action; provided, however, that the Trustee shall not, unless there no longer continues an
Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any
litigation pending at law or in equity, if at the time there has been filed with it a written request
signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder
opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such
litigation.
Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any
remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the
Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in
aggregate principal amount of all the Bonds then Outstanding shall have made written request
upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or
proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity
reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request; and (d) the Trustee shall have refused or omitted to comply with
such request for a period of sixty (60) days after such 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 any remedy
hereunder; it being understood and intended that no one or more Owners shall have any right in
any manner whatever by his or their action to enforce any right under this Indenture, except in the
manner herein provided, and that all proceedings at law or in equity to enforce any provision of
this Indenture shall be instituted, had and maintained in the manner herein provided and for the
equal benefit of all Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of and interest on
such Bond as herein provided, shall not be impaired or affected without the written consent of
such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this
Indenture.
Section 8.05. Non-Waiver. Nothing in this Article VIII or in any other provision of this
Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is
absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder,
the principal of and interest on the Bonds to the respective Owners on the respective Interest
Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute
and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue
of the contract embodied in the Bonds.
A waiver of any default by any Owner or the Trustee shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay or omission of any
Owner to exercise any right or power accruing upon 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 conferred upon the Owners and the Trustee by the Law or by this Article
VIII may be enforced and exercised from time to time and as often as shall be deemed expedient
by the Owners and the Trustee.
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If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the
Trustee and the Owners shall be restored to their former positions, rights and remedies as if such
suit, action or proceeding had not been brought or taken.
Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which
any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought
by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee
is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall
be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the
respective Owners for the purpose of bringing any such suit, action or proceeding and to do and
perform any and all acts and things for and on behalf of the respective Owners as a class or
classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact,
provided, however, the Trustee shall have no duty or obligation to exercise any such right or
remedy unless it has been indemnified to its satisfaction from any loss, liability or expense
(including fees and expenses of its outside counsel and the allocated costs and disbursements of
its in-house counsel to the extent such services are not redundant with those provided by outside
counsel).
Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Owners is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting
and without regard to any other remedy conferred by the Law or any other law.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied,
is intended to give to any person other than the Successor Agency, the Trustee, the 2022 Insurer
and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants,
stipulations, promises or agreements in this Indenture contained by and on behalf of the
Successor Agency shall be for the sole and exclusive benefit of the Trustee, the 2022 Insurer and
the Owners.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the Successor Agency 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 Successor Agency or the Trustee shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 9.03. Defeasance of Bonds. If the Successor Agency shall pay and discharge the
entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways:
(i) by well and truly paying or causing to be paid the principal of and interest on all
or the applicable portion of Outstanding Bonds, as and when the same become due and
payable; or
(ii) by irrevocably depositing with the Trustee or an escrow agent, at or before
maturity, money which, together with the available amounts then on deposit in the funds
and accounts established pursuant to this Indenture, is fully sufficient to pay all or a portion
of Outstanding Bonds, including all principal and interest, or;
(iii) by irrevocably depositing with the Trustee or an escrow agent, Defeasance
Obligations in such amount as an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to this Indenture, be fully sufficient to pay and discharge
the indebtedness on all Bonds or a portion thereof (including all principal and interest) at
or before maturity; or
(iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the
Trustee for cancellation;
then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have
been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in
this Indenture and all other obligations of the Trustee and the Successor Agency under this
Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with
respect to that portion of the Bonds which has been paid and discharged, except only (a) the
covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the
Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency
under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be
paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and
to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency
shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then
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Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the
Successor Agency all such instruments as may be necessary or desirable to evidence such
discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that
the Successor Agency has determined to pay and discharge in part.
In the case of a defeasance or payment of all of the Bonds Outstanding, any funds
thereafter held by the Trustee which are not required for said purpose or for payment of amounts
due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency for deposit
in the Redevelopment Obligation Retirement Fund.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request,
consent, declaration or other instrument which this Indenture may require or permit to be executed
by any Owner may be in one or more instruments of similar tenor, and shall be executed by such
Owner in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership thereof
shall be proved by the Registration Books.
Any demand, request, direction, consent, declaration or other instrument or writing of the
Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or
suffered to be done by the Successor Agency or the Trustee and in accordance therewith,
provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is
owned by or for the account of the Successor Agency unless the Successor Agency is the
registered Owner or the Trustee has received written notice that any other registered Owner is
such an affiliate.
Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent
or waiver under this Indenture, Bonds which are owned or held by or for the account of the
Successor Agency or the City (but excluding Bonds held in any employees' retirement fund) shall
be disregarded and deemed not to be Outstanding for the purpose of any such determination.
Upon request of the Trustee, the Successor Agency shall specify in a certificate to the Trustee
those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such
certificate.
Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of the
Successor Agency shall be individually or personally liable for the payment of the principal of or
interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent
or employee from the performance of any official duty provided by law.
Section 9.07. Destruction of Cancelled Bonds. Whenever in this Indenture provision is
made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant
to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the
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Successor Agency provide the Successor Agency a certificate of destruction. The Successorr
Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect
to the destruction of any such Bonds therein referred to.
Section 9.08. Notices. Any notice, request, demand, communication or other paper shall
be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by
first class, registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:
If to the Successor Agency: Successor to Lynwood Redevelopment Agency
11330 Bullis Road
Lynwood, California 90262
Attention: City Manager
If to the Trustee: U.S. Bank Trust Company, National Association
633 West 5th Street, 24th Floor
Los Angeles, California 90071
Attention: ____________
If to the 2022 Insurer:
[[In each case in which notice or other communication refers to an Event of Default or
claim on the 2022 Reserve Policy, the 2022A Bond Insurance Policy or the 2022B Bond Insurance
Policy, then a copy of such notice or other communication shall also be sent to the attention of
the General Counsel of the 2022 Insurer at the address for the 2022 Insurer set forth above and
at claims@buildamerica.com or at Fax: (212) 235-5214 and shall be marked to indicate “URGENT
MATERIAL ENCLOSED.”]]
Section 9.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not
affect the validity of the remaining portions of this Indenture. The Successor Agency hereby
declares that it would have adopted this Indenture and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds 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. If, by reason of the judgment of
any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all
of the rights and powers of the Trustee hereunder shall, pending appointment of a successor
Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the
Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency
covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with
all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities
and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending
appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof.
Section 9.10. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the
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interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years
after the date when the payments of such interest, premium and principal have become payable,
if such money was held by the Trustee at such date, or for two (2) years after the date of deposit
of such money if deposited with the Trustee after the date when the interest and premium (if any)
on and principal of such Bonds have become payable, shall be repaid by the Trustee to the
Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be
released and discharged with respect thereto and the Bond Owners shall look only to the
Successor Agency for the payment of the principal of and interest and redemption premium (if
any) on of such Bonds.
Section 9.11. Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 9.12. Governing Law. This Indenture shall be construed and governed in
accordance with the laws of the State.
[Remainder of page intentionally left blank. Signatures on next page.]
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[Signature Page - Indenture of Trust dated as of ________ 1, 2022]
IN WITNESS WHEREOF, the Successor to Lynwood Redevelopment Agency, has
caused this Indenture to be signed in its name by its Finance Director and attested by its
Secretary, and U.S. Bank Trust Company, National Association, in token of its acceptance of the
trusts created hereunder, has caused this Indenture to be signed in its corporate name by its
officer thereunto duly authorized, all as of the day and year first above written.
SUCCESSOR TO LYNWOOD
REDEVELOPMENT AGENCY
By:
Finance Director
ATTEST:
Secretary
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Officer
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A-1
EXHIBIT A-1
(FORM OF 2022A BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
SUCCESSOR TO THE
LYNWOOD REDEVELOPMENT AGENCY
2022 TAX ALLOCATION REFUNDING BOND, SERIES A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
________ 1, ______
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: DOLLARS
The Successor to Lynwood Redevelopment Agency, a public entity, duly created and
existing under and by virtue of the laws of the State of California (the “Successor Agency”), for
value received hereby promises to pay to the Registered Owner stated above, or registered
assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior
redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the
United States of America, and to pay interest thereon in like lawful money from the Interest
Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond,
unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of
business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date
(the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii)
this Bond is authenticated on or before February 15, 2023, in which event it shall bear interest
from the Dated Date above; provided however, that if at the time of authentication of this Bond,
interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to
which interest has previously been paid or made available for payment on this Bond, until payment
of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually
on March 1 and September 1 in each year, commencing March 1, 2023 (each an “Interest
Payment Date”), calculated on the basis of 360-day year comprised of twelve 30-day months.
Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender
of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National
Association, Los Angeles, California, as trustee (the “Trustee”), or at such other place as
designated by the Trustee (the “Corporate Trust Office”). Interest hereon (including the final
interest payment upon maturity or earlier redemption hereof) is payable by check of the Trustee
mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner
hereof at the Registered Owner's address as it appears on the registration books maintained by
the Trustee as of the Record Date for which such Interest Payment Date occurs; provided
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A-2
however, that payment of interest may be by wire transfer to an account in the United States of
America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or
more upon written instructions of any such registered owner filed with the Trustee for that purpose
prior to the Record Date preceding the applicable Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated
as “Successor to Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series
A” (the “Bonds”), in an aggregate principal amount of _______ Million ______ Hundred Fifty
Thousand Dollars ($______________), all of like tenor and date (except for such variation, if any,
as may be required to designate varying series, numbers, maturities, interest rates, redemption
and other provisions) and all issued pursuant to the provisions of Section 34177.5 of the Health
and Safety Code of the State of California and Article 11 (commencing with Section 53580) of
Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the
“Refunding Law”) and pursuant to an Indenture of Trust, dated as of _________1, 2022, entered
into by and between the Successor Agency and the Trustee (the “Indenture”), authorizing the
issuance of the Bonds. Simultaneously with the issuance of the Bonds, the Successor Agency is
also issuing bonds designated as “Successor to Lynwood Redevelopment Agency 2022 Tax
Allocation Refunding Bonds, Series B (Federally Taxable)” (the “2022B Bonds”) that are payable
from Tax Revenues on a parity with the Bonds. Additional bonds, or other obligations may be
issued on a parity with the Bonds and the 2022B Bonds, but only subject to the terms of the
Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of
the Successor Agency) and all indentures supplemental thereto and to the Law (as defined in the
Indenture) and the Refunding Law for a description of the terms on which the Bonds are issued,
the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined
in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights,
duties and immunities of the Trustee and the rights and obligations of the Successor Agency
thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by
acceptance hereof, assents and agrees.
The Bonds and the 2022B Bonds have been issued by the Successor Agency for the
purpose of providing funds to refinance certain redevelopment activities, to acquire a debt service
reserve policy for the Bonds and the 2022B Bonds and to pay certain expenses of the Successor
Agency in issuing the Bonds and the 2022B Bonds.
There has been created under the Law the Redevelopment Obligation Retirement Fund
(as defined in the Indenture) into which Tax Revenues shall be deposited and from which the
Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal
of and the interest and redemption premium, if any, on the Bonds. As and to the extent set forth
in the Indenture, all such Tax Revenues are exclusively and irrevocably pledged to and constitute
a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law,
for the security and payment or redemption of, including any premium upon early redemption, and
for the security and payment of interest on, the Bonds, the 2022B Bonds and any Parity Debt. In
addition, the Bonds, the 2022B Bonds and any Parity Debt issued pursuant to a Supplemental
Indenture shall be additionally secured at all times by a first and exclusive pledge of, security
interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the
Debt Service Fund, the Interest Account, the Principal Account and the Sinking Account and the
Redemption Account (as such terms are defined in the Indenture). In addition, the Bonds and the
2022B Bonds shall be secured at all times by a first and exclusive pledge of, security interest in
and lien upon all of the moneys in the 2022 Reserve Subaccount. Except for the Tax Revenues
and such moneys, no funds or properties of the Successor Agency shall be pledged to, or
Lynwood Successor Agency - Page 108 of 130
A-3
otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the
Bonds.
The Bonds maturing on or before September 1, ____, are not subject to optional
redemption prior to maturity. The Bonds maturing on and after September 1, ____, are subject
to redemption, at the option of the Successor Agency on any date on or after September 1, ____,
as a whole or in part, by such maturities as shall be determined by the Successor Agency, and
by lot within a maturity, from any available source of funds, at a redemption price equal to the
principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date
fixed for redemption, without premium.
As provided in the Indenture, notice of redemption shall be given by first class mail no less
than twenty (20) nor more than sixty (60) days prior to the redemption date to the respective
registered owners of any Bonds designated for redemption at their addresses appearing on the
Bond registration books maintained by the Trustee, but neither failure to receive such notice nor
any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption.
The Successor Agency has the right to rescind any notice of the optional redemption of
Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of
redemption shall be cancelled and annulled if for any reason funds will not be or are not available
on the date fixed for redemption for the payment in full of the Bonds then called for redemption,
and such cancellation shall not constitute an Event of Default. The Successor Agency and the
Trustee have no liability to the Owners or any other party related to or arising from such rescission
of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner
as the original notice of redemption was sent under the Indenture.
If this Bond 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 Bonds
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.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like
aggregate principal amount of Bonds of other authorized denominations and of the same maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner and
subject to the limitations provided in the Indenture, and upon surrender and cancellation of this
Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized
denomination or denominations, for the same aggregate principal amount and of the same
maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer
or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection
of Bonds for redemption, or (b) any Bond selected for redemption.
The Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be
affected by any notice to the contrary.
Lynwood Successor Agency - Page 109 of 130
A-4
The rights and obligations of the Successor Agency and the registered owners of the
Bonds may be modified or amended at any time in the manner, to the extent and upon the terms
provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of
or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor
Agency to pay the principal, interest or redemption premium (if any) at the time and place and at
the rate and in the currency provided herein of any Bond without the express written consent of
the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written
consent to any such amendment or modification or (c) without its written consent thereto, modify
any of the rights or obligations of the Trustee.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Successor Agency or the Trustee for
registration of transfer, exchange, or payment, and any bond issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
This Bond is not a debt of the City of Lynwood, the State of California, or any of its
political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable
hereon, nor in any event shall this Bond be payable out of any funds or properties other than
those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning
of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time and manner as required by the Law,
the Refunding Law and the laws of the State of California, and that the amount of this Bond,
together with all other indebtedness of the Successor Agency, does not exceed any limit
prescribed by the Law, the Refunding Law or any laws of the State of California, and is not in
excess of the amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been
manually signed by the Trustee.
Lynwood Successor Agency - Page 110 of 130
A-5
IN WITNESS WHEREOF, the Successor to Lynwood Redevelopment Agency has caused
this Bond to be executed in its name and on its behalf with the facsimile signature of its Chief
Administrative Officer and attested by the facsimile signature of its Secretary, all as of the Dated
Date set forth above
Successor to Lynwood Redevelopment
Agency
By:
Chief Administrative Officer
ATTEST:
Secretary
Lynwood Successor Agency - Page 111 of 130
A-6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.
Authentication Date: _______________
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Signatory
Lynwood Successor Agency - Page 112 of 130
A-7
STATEMENT OF INSURANCE
Lynwood Successor Agency - Page 113 of 130
A-8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or Tax
Regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT ______Custodian _____
TEN ENT -- as tenants by the entireties (Cust.) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors Act __________
of survivorship and not as (State)
tenants in common
COMM PROP -- as community property
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within-registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated: __________________________
Signatures Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signatures(s) on this Assignment must
correspond with the name(s) as written on the
face of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Lynwood Successor Agency - Page 114 of 130
B-1
EXHIBIT A-2
(FORM OF 2022B BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
SUCCESSOR TO THE
LYNWOOD REDEVELOPMENT AGENCY
2022 TAX ALLOCATION REFUNDING BOND, SERIES B (FEDERALLY TAXABLE)
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
________ 1, ______
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: DOLLARS
The Successor to Lynwood Redevelopment Agency, a public entity, duly created and
existing under and by virtue of the laws of the State of California (the “Successor Agency”), for
value received hereby promises to pay to the Registered Owner stated above, or registered
assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior
redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the
United States of America, and to pay interest thereon in like lawful money from the Interest
Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond,
unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of
business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date
(the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii)
this Bond is authenticated on or before February 15, 2023, in which event it shall bear interest
from the Dated Date above; provided however, that if at the time of authentication of this Bond,
interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to
which interest has previously been paid or made available for payment on this Bond, until payment
of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually
on March 1 and September 1 in each year, commencing March 1, 2023 (each an “Interest
Payment Date”), calculated on the basis of 360-day year comprised of twelve 30-day months.
Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender
of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National
Association, Los Angeles, California, as trustee (the “Trustee”), or at such other place as
designated by the Trustee (the “Corporate Trust Office”). Interest hereon (including the final
interest payment upon maturity or earlier redemption hereof) is payable by check of the Trustee
mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner
Lynwood Successor Agency - Page 115 of 130
B-2
hereof at the Registered Owner's address as it appears on the registration books maintained by
the Trustee as of the Record Date for which such Interest Payment Date occurs; provided
however, that payment of interest may be by wire transfer to an account in the United States of
America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or
more upon written instructions of any such registered owner filed with the Trustee for that purpose
prior to the Record Date preceding the applicable Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated
as “Successor to Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series
B (Federally Taxable)” (the “Bonds”), in an aggregate principal amount of ________ Million
________ Hundred ________ Thousand Dollars ($______________), all of like tenor and date
(except for such variation, if any, as may be required to designate varying series, numbers,
maturities, interest rates, redemption and other provisions) and all issued pursuant to the
provisions of Section 34177.5 of the Health and Safety Code of the State of California and Article
11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the
Government Code of the State of California (the “Refunding Law”) and pursuant to an Indenture
of Trust, dated as of _______ 1, 2022, entered into by and between the Successor Agency and
the Trustee (the “Indenture”), authorizing the issuance of the Bonds. Simultaneously with the
issuance of the Bonds, the Successor Agency is also issuing bonds designated as “Successor to
Lynwood Redevelopment Agency 2022 Tax Allocation Refunding Bonds, Series A” (the “2022A
Bonds”) that are payable from Tax Revenues on a parity with the Bonds. Additional bonds, or
other obligations may be issued on a parity with the Bonds and the 2022A Bonds, but only subject
to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on
file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law
(as defined in the Indenture) and the Refunding Law for a description of the terms on which the
Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as
that term is defined in the Indenture), and the rights thereunder of the registered owners of the
Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the
Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner
of this Bond, by acceptance hereof, assents and agrees.
The Bonds and the 2022A Bonds have been issued by the Successor Agency for the
purpose of providing funds to refinance certain redevelopment activities, to acquire a debt service
reserve policy for the Bonds and the 2022A Bonds and to pay certain expenses of the Successor
Agency in issuing the Bonds and the 2022A Bonds.
There has been created under the Law the Redevelopment Obligation Retirement Fund
(as defined in the Indenture) into which Tax Revenues shall be deposited and from which the
Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal
of and the interest and redemption premium, if any, on the Bonds. As and to the extent set forth
in the Indenture, all such Tax Revenues are exclusively and irrevocably pledged to and constitute
a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law,
for the security and payment or redemption of, including any premium upon early redemption, and
for the security and payment of interest on, the Bonds, the 2022A Bonds and any Parity Debt. In
addition, the Bonds, the 2022A Bonds and any Parity Debt issued pursuant to a Supplemental
Indenture shall be additionally secured at all times by a first and exclusive pledge of, security
interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the
Debt Service Fund, the Interest Account, the Principal Account and the Sinking Account and the
Redemption Account (as such terms are defined in the Indenture). In addition, the Bonds and the
Lynwood Successor Agency - Page 116 of 130
B-3
2022A Bonds shall be secured at all times by a first and exclusive pledge of, security interest in
and lien upon all of the moneys in the 2022 Reserve Subaccount. Except for the Tax Revenues
and such moneys, no funds or properties of the Successor Agency shall be pledged to, or
otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the
Bonds.
The Bonds maturing on or before September 1, _____, are not subject to optional
redemption prior to maturity. The Bonds maturing on and after September 1, _____, are subject
to redemption, at the option of the Successor Agency on any date on or after September 1, _____,
as a whole or in part, by such maturities as shall be determined by the Successor Agency, and
by lot within a maturity, from any available source of funds, at a redemption price equal to the
principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date
fixed for redemption, without premium.
As provided in the Indenture, notice of redemption shall be given by first class mail no less
than twenty (20) nor more than sixty (60) days prior to the redemption date to the respective
registered owners of any Bonds designated for redemption at their addresses appearing on the
Bond registration books maintained by the Trustee, but neither failure to receive such notice nor
any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption.
The Successor Agency has the right to rescind any notice of the optional redemption of
Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of
redemption shall be cancelled and annulled if for any reason funds will not be or are not available
on the date fixed for redemption for the payment in full of the Bonds then called for redemption,
and such cancellation shall not constitute an Event of Default. The Successor Agency and the
Trustee have no liability to the Owners or any other party related to or arising from such rescission
of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner
as the original notice of redemption was sent under the Indenture.
If this Bond 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 Bonds
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.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like
aggregate principal amount of Bonds of other authorized denominations and of the same maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner and
subject to the limitations provided in the Indenture, and upon surrender and cancellation of this
Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized
denomination or denominations, for the same aggregate principal amount and of the same
maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer
Lynwood Successor Agency - Page 117 of 130
B-4
or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection
of Bonds for redemption, or (b) any Bond selected for redemption.
The Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be
affected by any notice to the contrary.
The rights and obligations of the Successor Agency and the registered owners of the
Bonds may be modified or amended at any time in the manner, to the extent and upon the terms
provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of
or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor
Agency to pay the principal, interest or redemption premium (if any) at the time and place and at
the rate and in the currency provided herein of any Bond without the express written consent of
the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written
consent to any such amendment or modification or (c) without its written consent thereto, modify
any of the rights or obligations of the Trustee.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Successor Agency or the Trustee for
registration of transfer, exchange, or payment, and any bond issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
This Bond is not a debt of the City of Lynwood, the State of California, or any of its
political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable
hereon, nor in any event shall this Bond be payable out of any funds or properties other than
those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning
of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time and manner as required by the Law,
the Refunding Law and the laws of the State of California, and that the amount of this Bond,
together with all other indebtedness of the Successor Agency, does not exceed any limit
prescribed by the Law, the Refunding Law or any laws of the State of California, and is not in
excess of the amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been
manually signed by the Trustee.
Lynwood Successor Agency - Page 118 of 130
B-5
IN WITNESS WHEREOF, the Successor to Lynwood Redevelopment Agency has caused
this Bond to be executed in its name and on its behalf with the facsimile signature of its Chief
Administrative Officer and attested by the facsimile signature of its Secretary, all as of the Dated
Date set forth above
Successor to Lynwood Redevelopment
Agency
By:
Chief Administrative Officer
ATTEST:
Secretary
Lynwood Successor Agency - Page 119 of 130
B-6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.
Authentication Date: _______________
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Signatory
Lynwood Successor Agency - Page 120 of 130
B-7
STATEMENT OF INSURANCE
Lynwood Successor Agency - Page 121 of 130
B-8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or Tax
Regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT ______Custodian _____
TEN ENT -- as tenants by the entireties (Cust.) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors Act __________
of survivorship and not as (State)
tenants in common
COMM PROP -- as community property
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within-registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated: __________________________
Signatures Guaranteed:
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signatures(s) on this Assignment must
correspond with the name(s) as written on the
face of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Lynwood Successor Agency - Page 122 of 130
B-9
EXHIBIT B
RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE
2022A BONDS
Period Ending Principal Interest Total Debt Service
Lynwood Successor Agency - Page 123 of 130
B-10
2022B BONDS
Period Ending Principal Interest Total Debt Service
Lynwood Successor Agency - Page 124 of 130
Jul 12, 2022 11:00 am Prepared by Ramirez & Co., Inc. Page 1
SOURCES AND USES OF FUNDS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Uniform Savings
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Dated Date 10/18/2022
Delivery Date 10/18/2022
Sources:
Bond Proceeds:
Par Amount 19,685,000.00
Net Premium 1,025,918.00
20,710,918.00
Other Sources of Funds:
Prior DSRF 1,943,487.00
22,654,405.00
Uses:
Refunding Escrow Deposits:
Cash Deposit 1.85
SLGS Purchases 22,025,078.00
22,025,079.85
Delivery Date Expenses:
Cost of Issuance 300,000.00
Underwriter's Discount 196,850.00
Bond Insurance (35 bps) 86,226.98
Reserve Fund Surety (250 bps) 38,810.88
621,887.86
Other Uses of Funds:
Additional Proceeds 7,437.29
22,654,405.00
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 125 of 130
Jul 12, 2022 11:00 am Prepared by Ramirez & Co., Inc. Page 2
SUMMARY OF REFUNDING RESULTS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Uniform Savings
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Dated Date 10/18/2022
Delivery Date 10/18/2022
Arbitrage yield 3.546929%
Escrow yield 2.381553%
Value of Negative Arbitrage 64,796.71
Bond Par Amount 19,685,000.00
True Interest Cost 3.657048%
Net Interest Cost 3.798749%
Average Coupon 4.562762%
Average Life 5.513
Par amount of refunded bonds 21,670,000.00
Average coupon of refunded bonds 7.242189%
Average life of refunded bonds 6.484
PV of prior debt to 10/18/2022 @ 3.546929% 26,248,526.70
Net PV Savings 4,521,219.54
Percentage savings of refunded bonds 20.863957%
Percentage savings of refunding bonds 22.967841%
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 126 of 130
Jul 12, 2022 11:00 am Prepared by Ramirez & Co., Inc. Page 3
SAVINGS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Uniform Savings
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Present Value
Prior Prior Prior Refunding to 10/18/2022
Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 3.5469288%
09/01/2023 3,263,750.00 3,263,750.00 2,856,287.37 407,462.63 402,648.03
09/01/2024 3,252,875.00 3,252,875.00 2,774,680.50 478,194.50 452,866.47
09/01/2025 3,187,431.26 3,187,431.26 2,715,917.50 471,513.76 430,887.36
09/01/2026 3,189,756.26 3,189,756.26 2,714,161.50 475,594.76 419,246.47
09/01/2027 2,758,062.50 2,758,062.50 2,276,801.50 481,261.00 409,205.93
09/01/2028 2,758,912.50 2,758,912.50 2,284,195.00 474,717.50 389,445.77
09/01/2029 2,852,625.00 2,852,625.00 2,392,352.00 460,273.00 364,336.63
09/01/2030 2,853,975.00 2,853,975.00 2,394,057.00 459,918.00 351,108.28
09/01/2031 2,853,575.00 2,853,575.00 2,390,453.50 463,121.50 340,922.46
09/01/2032 725,725.00 725,725.00 266,459.00 459,266.00 325,987.77
09/01/2033 722,300.00 722,300.00 257,027.00 465,273.00 318,679.62
09/01/2034 721,587.50 721,587.50 262,534.00 459,053.50 303,419.34
09/01/2035 723,112.50 723,112.50 262,232.00 460,880.50 293,940.12
09/01/2036 721,400.00 721,400.00 261,378.50 460,021.50 283,089.67
09/01/2037 726,562.50 726,562.50 264,980.00 461,582.50 274,059.28
09/01/2038 727,762.50 1,943,487.00 -1,215,724.50 262,765.00 -1,478,489.50 -846,060.95
32,039,412.52 1,943,487.00 30,095,925.52 24,636,281.37 5,459,644.15 4,513,782.25
Savings Summary
PV of savings from cash flow 4,513,782.25
Plus: Refunding funds on hand 7,437.29
Net PV Savings 4,521,219.54
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 127 of 130
Jul 12, 2022 10:59 am Prepared by Ramirez & Co., Inc. Page 1
SOURCES AND USES OF FUNDS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Accelerated Debt Service
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Dated Date 10/18/2022
Delivery Date 10/18/2022
Sources:
Bond Proceeds:
Par Amount 19,745,000.00
Net Premium 965,892.40
20,710,892.40
Other Sources of Funds:
Prior DSRF 1,943,487.00
22,654,379.40
Uses:
Refunding Escrow Deposits:
Cash Deposit 1.85
SLGS Purchases 22,025,078.00
22,025,079.85
Delivery Date Expenses:
Cost of Issuance 300,000.00
Underwriter's Discount 197,450.00
Bond Insurance (35 bps) 82,270.28
Reserve Fund Surety (250 bps) 41,421.78
621,142.06
Other Uses of Funds:
Additional Proceeds 8,157.49
22,654,379.40
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 128 of 130
Jul 12, 2022 10:59 am Prepared by Ramirez & Co., Inc. Page 2
SUMMARY OF REFUNDING RESULTS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Accelerated Debt Service
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Dated Date 10/18/2022
Delivery Date 10/18/2022
Arbitrage yield 3.317614%
Escrow yield 2.381553%
Value of Negative Arbitrage 52,115.37
Bond Par Amount 19,745,000.00
True Interest Cost 3.410195%
Net Interest Cost 3.517013%
Average Coupon 4.420189%
Average Life 4.309
Par amount of refunded bonds 21,670,000.00
Average coupon of refunded bonds 7.242189%
Average life of refunded bonds 6.484
PV of prior debt to 10/18/2022 @ 3.317614% 26,572,021.45
Net PV Savings 4,840,037.87
Percentage savings of refunded bonds 22.335200%
Percentage savings of refunding bonds 24.512727%
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 129 of 130
Jul 12, 2022 10:59 am Prepared by Ramirez & Co., Inc. Page 3
SAVINGS
Successor Agency to the Former Redevelopment Agency of the City of Lynwood
Tax Allocation Refunding Bonds, Series 2022A, 2022B and 2022C
------------------------------------------------------------
Pro-Forma Interest Rates Rates as of June 24, 2022 with Bond Insurace and a Reserve Fund Surety
Assumes '--/A/--' Underlying Rating for Series 2011A Bonds
Assumes '--/A+/--' Underlying Rating for Series 2011B Bonds
Accelerated Debt Service
Prior Reserve as Cash Flow (0.0% Prior Reserve Fund Earnings)
Present Value
Prior Prior Prior Refunding to 10/18/2022
Date Debt Service Receipts Net Cash Flow Debt Service Savings @ 3.3176143%
09/01/2023 3,263,750.00 3,263,750.00 3,257,301.40 6,448.60 13,278.30
09/01/2024 3,252,875.00 3,252,875.00 3,241,758.50 11,116.50 15,414.52
09/01/2025 3,187,431.26 3,187,431.26 3,180,385.50 7,045.76 11,105.41
09/01/2026 3,189,756.26 3,189,756.26 3,179,938.00 9,818.26 13,061.19
09/01/2027 2,758,062.50 2,758,062.50 2,752,413.50 5,649.00 8,950.95
09/01/2028 2,758,912.50 2,758,912.50 2,687,704.50 71,208.00 62,607.77
09/01/2029 2,852,625.00 2,852,625.00 2,844,402.50 8,222.50 10,219.20
09/01/2030 2,853,975.00 2,853,975.00 2,361,889.50 492,085.50 383,201.56
09/01/2031 2,853,575.00 2,853,575.00 2,853,575.00 2,134,234.53
09/01/2032 725,725.00 725,725.00 725,725.00 526,263.03
09/01/2033 722,300.00 722,300.00 722,300.00 506,639.62
09/01/2034 721,587.50 721,587.50 721,587.50 489,557.87
09/01/2035 723,112.50 723,112.50 723,112.50 474,501.19
09/01/2036 721,400.00 721,400.00 721,400.00 457,838.06
09/01/2037 726,562.50 726,562.50 726,562.50 445,955.53
09/01/2038 727,762.50 1,943,487.00 -1,215,724.50 -1,215,724.50 -720,948.34
32,039,412.52 1,943,487.00 30,095,925.52 23,505,793.40 6,590,132.12 4,831,880.39
Savings Summary
PV of savings from cash flow 4,831,880.39
Plus: Refunding funds on hand 8,157.49
Net PV Savings 4,840,037.88
Notes:
The interest rate and rating assumptions are based on current market conditions for similar credits and the use of bond insurance.
The City's actual results may differ, and Ramirez & Co. makes no commitment to underwrite at these levels.
Refunding analysis assumes no changes to the term or structure of the prior debt service.
Analysis assumes release of estimated prior reserve.
Lynwood Successor Agency - Page 130 of 130