Loading...
HomeMy WebLinkAboutFile 2 of 2 Emerald Cove - Revenue Bond -1991 Refunding COP i, CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK September 13, 1991 Jones Hall Hill & White 4 Embarcadera 19th Floor San Francisco, CA 94111 ATTENTION: Katherine Lee Enclosed are 12 certified copies, 6 each of Resolution No. 217 and Resolution No. 6317. 4 04"at W> Connie Brockway, CMC IV City Clerk CB:pm Enclosure (Telephone 714-536-5227) 10. Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among the Trustee, the Agency and the City. 11 Escrow Deposit and Trust Agreement, dated as of September 1, 1991, by and between the City and First Interstate Bank of California, as escrow bank (the "1984 Escrow Bank"). 12 Final Official Statement, dated September 9, 1991. 13. Certificate of Mailing Report of Final Sale to CDAC,together with Report B. CITY CLOSING DOCUMENTS 1. Incumbency and Signature Certificate of City. 2. Certificate as to Arbitrage 3. Officer's Certificate of City pertaining to (a) effectiveness of resolutions and documents, (b) representations and warranties, (c) no litigation and disclosure, and (d) related matters, pursuant to Section 7(d)(iv) of the Purchase Agreement. 4. Rule 15c2-12 Certificate of the Securities and Exchange Commission, pertaining to the Preliminary Official Statement, pursuant to Section 4 of the City's Resolution No. 6317 5. Certificate Regarding Use of Proceeds 6. Certificate of Mailing Information Return for Tax-Exempt Governmental Obligations, Form 8038-G,to the Internal Revenue Service,together with Form 8038-G 7. Requisition No. 1 for Disbursement from Costs of Issuance Fund, pursuant to Section 4.04 of the Trust Agreement. B. Written Request of the City to Trustee Regarding Investments, pursuant to Section 7.02 of Trust Agreement, as acknowledged by the Trustee. 9. Evidence public liability and property damage insurance, casualty insurance and rental interruption insurance, required pursuant to Sections 5.3, 5.4 and 5.5, and in the form required by Section 5 7, of the Lease Agreement. 10. CLTA Title Insurance Policy insuring the City's leasehold estate in the Project, pursuant to Section 5.6 of the Lease Agreement, issued by First American Title Insurance Company. 11. Opinion of Gail Hutton, Esq , City Attorney and Agency Attorney, pursuant to Section 7(d)(iii) of the Purchase Agreement. C. AGENCY CLOSING DOCUMENTS 1. Incumbency and Signature Certificate of Agency. 2. Officer's Certificate of Agency regarding (a) effectiveness of resolution and documents, (b) representations and warranties, (c) no litigation and (d) related matters. 3. Written Request of Agency to Trustee to execute and deliver Certificates of Participation, pursuant to Section 2.01 of the Trust Agreement. 4. Requisition No. 1 for Disbursement from Program Fund, pursuant to Section 4.02 of the Trust Agreement. -2- REQUEST F® CITY COUNCIL ACTION Date August 19, 1991 Submitted to: Honorable Mayor and City Council I Submitted by: Michael T. Uberuaga, City Administrato Prepared by: Robert J. Franz, Deputy City Administrator Subject: Refunding the Emerald Cove Certificates of Participation CD T�rn rO ef`�f�I _ a/7 Consistent with Council Policy? [X] Yes [ ] New Policy or Exception C17 Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions, Attachments: rr Statement of Issue: In 1984, the Redevelopment Agency issued $4.6 million of Certificates of Participation to construct the Emerald Cove complex. Because the certificates bear the relatively high interest rate of 9.5%, it is advantageous to reissue certificates at the substantially lower interest rates of today. (Estimated current rate is 7.0%) . Recommendation: 1 . Approve the attached resolution of the City Council to refinance the Emerald Cove Senior Citizens Housing Project, authorizing execution of related amended and restated lease agreement and trust agreement, approving delivery and sale of certificates of participation and approving related agreements and matters. Z. Approve the attached resolution of the Redevelopment Agency to refinance the Emerald Cove Senior Citizens Housing Project, authorizing execution of related amended and restated lease agreement and trust agreement, approving delivery and sale of certificates of participation and approving related agreements and matters. 3. Approve agreement for bond counsel services of Jones Hall Hill and White. Analysis: In 1984, the Redevelopment Agency issued $4.6 million of Certificates of Participation (COP's) to construct the Emerald Cove complex. The Emerald Cove Project was part of the 1984 Disposition and Development Agreement with William Lyon and Company which included both Emerald Cove Apartments and the Windward Cove Condominium developments. The certificates bear interest at 9.5% and pay interest only each year until 1994 when the entire principal is due and payable. The annual interest expense is $437,000. An annual letter of credit fee in the amount of $46,000 is also required, therefore the total annual debt service costs are $483,000. REQUEST FOR COUNCIL ACTION REFUNDING THE EMERALD COVE CERTIFICATES OF PARTICIPATION Debt service and other annual costs of operating the Emerald Cove Project are paid from rental income, housing set aside funds and interest earnings. The City' s annual budget includes the Emerald Cove Fund as a self supporting Enterprise Fund. All expenses are approved in the budget and rental rates are set by the City. Rents are well below market rates and there is a lengthy waiting list for vacancies in the 164 unit project. The complex is owned by the Redevelopment Agency and leased to the City for :?'the exact amount of the debt service. As a result of favorable financial market conditions, the Agency can reissue certificates that will fully -- amortize the debt over 30 years while maintaining the same annual debt service =-,=re ui r'ement as exists on the q present interest only certificates. Therefore, ,no change to current rents or other budget adjustments for the project will be required as a result of this proposed refinancing of the debt. In addition, '-'the City will receive approximately $385,000 of net proceeds as partial �h.payment for the land provided by the City for the Emerald Cove Project. These proceeds can be used by the City to acquire, construct and improve facilities and property of the City. -The , new issue will approximate $5,735,000. Approximately $5,025,000 will be placed with First Interstate Bank in an irrevocable escrow fund. This fund w ill be used to pay all interest payments and the principal through June 1 , 1994 when the 1984 certificates mature and are paid in full . Issuance costs, underwriters, bond insurance and other expenses are estimated to be $275,000. Funding Source: Certificate proceeds. Alternative Actions: 1 . Determine a funding source to pay the 1984 issue in 1994 when it matures. 2. Issue new Certificates of Participation at another time between now and June 1994. Attachments: 1 . City Council and Agency Resolutions 2. Draft of Preliminary Official Statement 3. Draft of Purchase Agreement .a —2— WPADSERT:472 RESOLUTION NO. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT, AUTHORING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT, ASSIGNMENT AGREEMENT AND TRUST AGREEMENT, APPROVING DELIVERY AND SALE OF NOT TO EXCEED$6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") has previously financed the acquisition and construction of certain land and improvements within the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project (the'Project'D, and the Agency has previously leased the Project to the City of Huntington Beach (the"City'D pursuant to a Lease Agreement dated as of May 1, 1984(the "1984 Lease'D; and the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease, and thereby refinance the$4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) which were delivered evidencing proportionate interests in lease payments to be made by the City under the 1984 Lease, and to provide additional funds for various municipal projects of the City, and to that end the Agency and the City wish to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991,by and between the Agency as lessor and the City as lessee (the "Lease Agreement"); and in order to provide funds sufficient to enable the Agency to perform its obligations under the Lease Agreement, the Agency proposes to assign and transfer to First Interstate Bank,Ltd.,as trustee (the 'Trustee'D, certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991 (the "Assignment Agreement"), and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991,by and among the City, the Agency and the Trustee, the Trustee has agreed to execute and deliver 1991 0 -1- Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the maximum principal amount of$6,000,000,each evidencing a direct,undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement(the "Certificates"); and the firm of Stone&Youngberg (the "Underwriter")has assisted the City and the Agency in structuring the proposed financing as herein described and has informed the City and the Agency that it intends to submit an offer to purchase the Certificates,and the Underwriter has presented to the City a form of agreement for the purchase of the Certificates (the "Purchase Agreement'); and the Agency wishes at this time to authorize all proceedings relating to the refinancing of the Project and the execution and delivery of all agreements and documents relating thereto; NOW,THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Huntington Beach as follows: Section 1. Approval of Lease Agreement. The Agency hereby approves the amendment and restatement of the 1984 Lease in full pursuant to the Lease Agreement in substantially the form on file with the Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute,and the Agency Clerk to attest and affix the seal of the Agency to, said form of the Lease Agreement for and in the name of the Agency. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Other Financing Agreements. The Agency hereby approves the Trust Agreement and the Assignment Agreement in substantially the respective forms on file with the Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute, and the Agency Clerk to attest and affix the seal of the Agency to, said forms of the Trust Agreement and Assignment Agreement for and in the name of the Agency. Section 3. Sale of Certificates. -2- a The Agency hereby approves the sale of the Certificates by negotiation with the Underwriter,pursuant to the Purchase Agreement by and between the City and the Underwriter. The amount of Underwriter's discount shall be not more than two and one-half percent(2-1/2%) of the par amount thereof and the net effective rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof)shall not exceed seven and one- half percent(7-1/2%)per annum. Section 4. Official Statement. The Agency hereby approves the preparation of,and hereby authorizes the Chairman to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions,a preliminary form of Official Statement describing the Certificates. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5. Official Actions. The Chairman,the Executive Director,the Agency Clerk and any and all other officers of the City are hereby authorized and directed,for and in the name and on behalf of the City,to do any and all things and take any and all actions,including execution and delivery of any and all assignments,certificates,requisitions, agreements,notices,consents, instruments of conveyance, warrants and other documents,which they, or any of them,may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -3- PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. Chairman ATTEST: APPROVED AS TO FORM: Agency Clerk Agency Attorney a- Z 7 / REVIEWED AND APPROVED: "INTITA P Executive Director uty Executive ' to - Chief of Administrati a Services ° -4 RESOLUTION NO.&MI A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT,AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT AND TRUST AGREEMENT,APPROVING DELIVERY AND SALE OF NOT TO EXCEED$6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS,the Redevelopment Agency of the City of Huntington Beach(the "Agency') has previously financed the acquisition and construction of certain land and improvements within the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project (the "Project'),and the Agency has previously leased the Project to the City of Huntington Beach (the"City'D pursuant to a Lease Agreement dated as of May 1, 1984(the "1984 Lease'); and the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease, and thereby refinance the$4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) which were delivered evidencing proportionate interests in lease payments to be made by the City under the 1984 Lease (the "1984 Certificates"), and to provide additional funds for various municipal projects of the City, and to that end the Agency and the City wish to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991, by and between the Agency as lessor and the City as lessee (the "Lease Agreement"); and in order to provide funds sufficient to enable the Agency to perform its obligations under the Lease Agreement,the Agency proposes to assign and transfer to First Interstate Bank,Ltd., as trustee (the 'Trustee'),certain of its nghts under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991, and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991,by and among the City, the Agency and the Trustee, the Trustee has agreed to execute and deliver 1991 Refunding Certificates -1- of Participation(Emerald Cove Senior Citizens Housing Project) in the maximum principal amount of$6,000,000,each evidencing a direct, undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement(the"Certificates"); and the firm of Stone&Youngberg (the "Underwriter') has assisted the City and the Agency in structuring the proposed financing as herein described and has informed the City and the Agency that it intends to submit an offer to purchase the Certificates, and the Underwriter has presented to the City a form of agreement for the purchase of the Certificates(the 'Purchase Agreement"); and the City Council wishes at this time to authorize all proceedings relating to the refinancing of the Project and the execution and delivery of all agreements and documents relating thereto; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. Approval of Lease Agreement. The City Council hereby approves the amendment and restatement of the 1984 Lease in full pursuant to the Lease Agreement in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Lease Agreement for and in the name of the City. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. -2- Section 3. Sale of Certificates. The City Council hereby approves the sale of the Certificates by negotiation with the Underwriter, pursuant to the Purchase Agreement by and between the City and the Underwriter in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto approved by the Deputy City Administrator/Chief of Administrative Services and approved by the City Attorney. The Purchase Agreement shall be executed in the name and on behalf of the City by the Deputy City Administrator/Chief of Administrative Services,who is hereby authorized and directed to execute and deliver said form of Purchase Agreement on behalf of the City upon submission of a proposal by the Underwriter to acquire the Certificates;provided, however, that such proposal is acceptable to the Deputy City Administrator/Chief of Administrative Services and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two and one-half percent(2-1/2%) of the par amount thereof and the net effective rate of interest to be represented by the Certificates(taking into account any original issue discount on the sale thereof) shall not exceed seven and one-half percent(7-1/2%) per annum. Section 4. Official Statement. The City Council hereby approves the preparation of, and hereby authorizes the Mayor to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions,a preliminary form of Official Statement describing the Certificates. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The City Administrator is hereby authorized and directed to approve any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney, and to execute the final form of the Official Statement in the name and on behalf of the City. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5. Engagement of Special Counsel. In connection with the delivery of the Certificates and the documents relating thereto,the City Council hereby authorizes the engagement of Jones Hall Hill &White, A Professional Law -3- Corporation,to act as special legal counsel to the City upon the terms and conditions set forth in the proposed form of agreement between the City and such firm in the form on file with the City Clerk. The City Administrator is hereby authorized and directed to execute said agreement on behalf of the City. Section 6. Official Actions. The Mayor,the City Administrator, the Deputy City Administrator/Chief of Administrative Services, the City Clerk and any and all other officers of the City are hereby authorized and directed,for and in the name and on behalf of the City,to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates,requisitions, agreements,notices, consents,instruments of conveyance,warrants and other documents, including but not limited to an agreement relating to the refunding of the City's obligations under the 1984 Lease and the corresponding refunding of the 1984 Certificates, which they, or any of them, may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. • -4- PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorneyy �/ REVIEWED AND APPROVED: D AP D: City Administrator Deputy City tor/ Chief of A five Services -5- 1801933 JHHW CFA KML FINAL $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH SCHEDULE OF TRANSCRIPT DOCUMENTS A. BASE LEGAL DOCUMENTS 1. List of Financing Participants 2. Acknowledgment No 91-1117 of Receipt of Report of Proposed Debt Issuance by the California Debt Advisory Commission ("CDAC"), together with Report. 3. Resolution No 6317 of the City of Huntington Beach (the "City"), entitled "A Resolution of the City Council of the City of Huntington Beach Approving Proceedings to Refinance the Emerald Cove Senior Citizens Housing Project, Authorizing Execution of Related First Amended and Restated Lease Agreement and Trust Agreement, Approving Delivery and Sale of Not to Exceed $6,000,000 Principal Amount of Certificates of Participation and Approving Related Agreements and Matters", adopted August 19, 1991 4. Resolution No 217 of the Redevelopment Agency of the City of Huntington Beach (the "Agency"), entitled "Resolution of the Redevelopment Agency of the City of Huntington Beach Approving Proceedings to Refinance the Emerald Cove Senior Citizens Housing Project, Authorizing Execution of Related First Amended and Restated Lease Agreement, Assignment Agreement and Trust Agreement, Approving Delivery and Sale of Not to Exceed $6,000,000 Principal Amount of Certificates of Participation and Approving Related Agreements and Matters", adopted August 19, 1991 5. Purchase Agreement, dated September 5, 1991 (the"Purchase Agreement"), by and between the City and Stone &Youngberg, as underwriter (the"Underwriter"). 6. Preliminary Official Statement, dated August 23, 1991 7 First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement"), by and between the Agency, as lessor and the City, as lessee 8. Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City, as lessee, together with Certificate of Acceptance by the City. (recorded with the Orange County Recorder) 9. Assignment Agreement, dated as of September 1, 1991, by and between the Agency and First Interstate Bank, Ltd., as trustee (the "Trustee"). D. TRUSTEE and 1984 ESCROW BANK CLOSING DOCUMENTS 1. Incumbency Certificate of the Trustee,together with general signing resolution. 2. Certificate of Trustee, pursuant to Section 7(d)(vi) of the Purchase Agreement. 3 Trustee's Receipt of Funds and Acknowledgment of Transfer of Funds. 4 Opinion of Jensen Law Offices, Counsel to the Trustee and 1984 Escrow Bank, pursuant to Section 7(d)(v) of the Purchase Agreement 5. Incumbency Certificate of the 1984 Escrow Bank, together with general signing resolution. 6. Certificate of 1984 Escrow Bank. 7. 1984 Escrow Bank's Receipt of Funds and Federal Securities E . UNDERWRITER CLOSING DOCUMENTS 1. Rating Letter of Moody's Investors Service. 2. Representation Letters of the Underwriter pertaining to the reoffering price of the Certificates to the public, criteria for establishment of Reserve Fund and fair market value of the Federal Securities 3 Receipt for Certificates of Participation 4. Specimen Certificate of Participation. 5. Verification Report prepared by Ernst & Young, Certified Public Accountants, pertaining to the sufficiency of the escrow fund F. SPECIAL COUNSEL CLOSING DOCUMENTS 1. Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation pursuant to Section 7(d)(i) of the Purchase Agreement. 2. Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation pursuant to Section 7(d)(ii) of the Purchase Agreement. 3. Reliance Letter to Underwriter Regarding Final Approving Legal Opinion of Jones Hall Hill &White, A Professional Law Corporation 4. Reliance Letter to Trustee Regarding Final Approving Legal Opinion and Supplemental Opinion of Jones Hall Hill &White, A Professional Law Corporation. 5 Recordation Instructions to First American Title Insurance Company. 6. Financial Analyst Report, prepared by Jones Hall Hill & White, A Professional Law Corporation -3- 18019-M JHHW CFA KML 9/201 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH LIST OF FINANCING PARTICIPANTS CITY/AGENCY TRUSTEE'S COUNSEL -Robert J. Franz, Deputy (t) -Philip Jensen, Esq. (t) City Administrator JENSEN LAW OFFICE -Dan T. Villella, Director of Finance 220 Bush Street, 15th Floor -Stephen V. Kohler, (t) San Francisco, California 94104 Principal Redevelopment Specialist (415) 986-6520 -Gail Button, Esq., City Attorney (t) (415) 986-6993 (FAX) -Arthur De La Loza, Esq., Deputy City Attorney FINANCIAL ADVISOR_ -Connie Brockway, City Clerk (•) -Mark Northcross (•) CITY OF HUNTINGTON BEACH -Gary Kitahata 2000 Main Street KELLING, NORTHCROSS & NOBRIGA, Huntington Beach, California 92648 INC. (714) 536-5228 (Franz/Vdlella) 595 Market Street, Suite 1350 (714) 536-5457 (Kohler) San Francisco, California 94105 (714) 536-5555 (Hutton/Loza) (415) 362-4110 (714) 536-5227 (Brockway) (415) 957-2610 (FAX) (714) 374-1571 (FAX) SPECIAL COUNSEL UNDERWRITER -Charles F. Adams, Esq. (•,t) -Ed Schilling (•) -Katherine M. Lee, Senior Project John Murray Coordinator STONE & YOUNGBERG JONES HALL HILL & WHITE One California Street, Suite 2800 Four Embarcadero Center, 19th Floor San Francisco, California 94111 San Francisco, California 94111 (415) 981-1314 (415) 391-5780 (415) 397-9592 (FAX) (415) 391-5784 (FAX) TRUSTEE/1984 ESCROW BANK TITLE COMPANY -Paula Oswald (•) -Randy Owens FIRST INTERSTATE BANK, LTD FIRST AMERICAN TITLE INSURANCE Corporate Trust Department, W11-1 COMPANY 707 Wilshire Boulevard 114 East Fifth Street Los Angeles, California 90017 Santa Ana, California 92702 (213) 614-2405 (714) 647-4453 (213) 614-2457 (FAX) (714) 550-7195 (FAX) (Order No. 1583685) Original Transcript Recipient t Copy Transcript Recipient I STATE OF CALIFORNIA CAUFORNIA DEBT ADVISORY COMMISSION MEMBERS 915 CAPITOL MALL, ROOM 400 Kathleen Brown P.O. BOX 942809 SYeleTIMMIrl, SACRAMENTO, CA 94209-0001 Peteldson TELEPHONE: (916)324-2585 Coxrnar� Cray Uans DATE: August 22 , 1991 S7eleCanlro//-T Robert C Beverly SYale Senelor TO: Charles F. Adams tucy S7elr Selje- nelof- Jones Hall Hill & White hm cos<a 4 Embarcadero Ctr. , 19th Floor afiffsremb/ymen San Francisco, CA 94111 Patnck! Noun alle is rmb/yman Donald Y Nerz FROM: CALIFORNIA DEBT ADVISORY COMMISSION coafliira/Yeo meelor oanlj a/Sonoma kary li Turner Itmsurer Oiy a/Anaheim SUBJECT: Acknowledgment of Report of Proposed Debt Issuance Section 8855 (g) of the California Government Code requires written notice to be given to the California Debt Advisory Commission no later than 30 days prior to the proposed sale of any public agency debt issue. The California Debt Advisory Commission (CDAC) acknowledges your written notice of the following proposed debt issuance: CDAC Number: 91-1117 Issuer: CITY OF HUNTINGTON BEACH Project: Emerald Cove Senior Citizens Housing Proposed Amount: $6, 000, 000 Proposed Sale Date: September 10, 1991 Date Notice Received: August 21, 1991 Please submit the "Report of Final Sale" and the Official Statement (or offering circular) on this issue after the sale is completed. Any questions regarding reporting requirements may be directed to the CDAC staff at (916) 324-2585. cc: Robert J. Franz, Deputy City Administrator REPORT OF PROPOSED DEBT ISSUANCE California Debt Advisory Commission 915 Capitol Mall, Room 400, Sacramento, CA 95814 P.O. Box 942809, Sacramento, CA 94209-0001 (916) 324-2585 Completion and timely submittal of this form to the California Debt Advisory Commission (CDAC) at the above address will assure your compliance with existing California State law and will assist in the maintenance of a complete data base Thank you for your cooperation I NAME OF ISSUER: CITY OF HUNTINGTON BEACH ADDRESS OF ISSUER: 2000 Main Street, Huntington Beach. California 92648 COUNTY: OranLe PROPOSED SALE DATE:ySgptember 10.1991 TYPE OF SALE: Competitive X Negotiated PROPOSED PRINCIPAL TO BE SOLD: $6,000,000 DOES THE ISSUER INTEND TO SELL THE DEBT ISSUE IN A FOREIGN CURRENCY?2 X No Yes IS THE INTEREST ON THE DEBT EXEMPT FROM TAXATION? Under State law: NO (taxable) _X_ YES (tax-exempt) Under Federal law: NO (taxable) X YES (tax-exempt) If the issue is Federally tax-exempt, is interest a specific preference item for the purpose of alternative minimum tax? Yes, preference item X Flo, not a preference item IS ANY PORTION OF THE DEBT FOR REFUNDING3 _No X Yes, proposed amount for refunding $4,500.000 TYPE OF DEBT INSTRUMENT NOTE BOND Tax anticipation (T101) General obligation (T201) Tax and revenue anticipation (T102) Limited tax obligation (T202) Revenue anticipation (T103) revenue (public enterprise) (T203) Bond anticipation (T104) Conduit revenue (private obligor) (T204) Grant anticipation (T105) Special assessment (T205) Tax allocation (T106) Tax allocation (T206) Other note (please specify below) (T107) Public lease revenue (T207) Other bond (please specify below) (T208) FINANCING LEASE (T301) COMMERCIAL PAPER (T401) X CERTIFICATES OF PARTICIPATION (T501) OTHER (please specify below) (T601) Please specify if "Other note/Other bond/OTHER" was checked: SOURCE(S) OF REPAYMENT Public enterprise revenues (S101) Tax-increment (S106) Private obligor payments (S102) Special assessments (S107) Bond proceeds (S103) Special tax revenues (S108) Grants (S104) Property tax revenues (S109) Intergovernmental transfers other than grant (S105) X General fund of issuing jurisdiction (S110) Other (please specify) (S111): _ 'Section 8855(g)of the California Government Code requires the issuer of any proposed new public debt issue to gave written notice of the proposed sale to the CDAC no later than 30 days prior to the sale 2Section 5922(b)of the California Government Code requires the issuer to report 30 days prior to sale if the issuer intends to issue bonds payable in a currency other than lawful money of the United States ofAmerica 3Section 53583(c)(2)(B)of the California Government Code requires that any local agency selling refunding bonds at private sale of on a negotiated basis shall send a written statement,within two weeks after the bonds are sold,to the CDAC explaining the reasons why the local agency determined to sell the bonds at private sale or on a negotiated basis instead of at public sale CDAC: ReQQrt of Proposed Debt Issuance, Page B PURPOSE(S) OF FINANCING — Cash-flow, interim financing (P101) _Airport (P401) _Ports and Marinas (P402) — Single-family housing (P201)4 _Recreation and sports facilities (P403) '— Multi-family housing (P203)4 _Parks/open space (P419) College/university housing (P204) _Power generation/transmission (P404) _Parking (P405) Hospital (P301) _Convention center (P406) Health care facilities (P302) _Solid waste recovery facilities (P407) Other/multiple health care purposes (equipment, etc.) _Equipment (P408) (P303) _Flood control/strom drainage (P409) K - 12 school facility (P501) _Water supply/storage/distribution (P410) College/university facility (P502) _Wastewater collection and treatment (P411) Student loans (P504) _Public transit (P412) Other/multiple educational uses (equipment, etc.) _Bridges and highways (P413) (P503) ,Public Building (P414) Redevelopment, multiple uses (P601) _Street construction and improvements (P415) _Prisons/jail/correctional facilities (P418) Pollution control (P701) Multiple capital improvements and public works (P416) Commercial development (P703) X_Other capital improvements and public works (P417) Industrial development (P704) ,Other than listed above (P901) Please specify type/name of project: Refinancing 1984 Certificates of Participation for Emerald Cove Senior Citizens Housing Project,plus other CitYtmprovements BOND COUNSEL: Jones Hall Hill&White,A Professional Law Corporation FINANCIAL ADVISOR: Kelhne,Northcross&Nobnga,Inc LEAD UNDERWRITER: Stone&Youngberg (or PURCHASER: o r PLACEMENT AGENT: Name of individual (representing X Bond Counsel, Issuer, Financial Advisor, or Lead Underwriter) who has completed this form and may be contacted for further information: Name: Charles F Adams,Esy Firm/Agency: Jones Hall Hill&White,A Professional Law Corporation Address: Four Embarcadero Center,19th Floor San Francisco Cahfonua 94111 Phone: (415)391-5780 Date of Completion: 8/19/91 Contact person at issuing jurisdiction, if different from above: Name: RobertJ Franz Title: Deputy City Admuustrator Address: 2000 Main Street,Huntington Beach,Cahfmna 92648 Phone: (714)536-5228 4Certain local government issuers of housing bonds are required to obtain a certification from the State Treasurer attesting to their compliance with the State housing reporting requirements prior to issuance of the bonds to finance single- or multi-family housing 5188 , � e RESOLUTION NO. 6317 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT AND TRUST AGREEMENT,APPROVING DELIVERY AND SALE OF NOT TO EXCEED $6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS, the Redevelopment Agency of the City of Huntington Beach(the "Agency") has previously financed the acquisition and construction of certain land and improvements within the City of Huntington Beach which constitute the Emerald Cove Senior Citizens Housing Project (the "Project"), and the Agency has previously leased the Project to the City of Huntington Beach (the "City")pursuant to a Lease Agreement dated as of May 1, 1984(the"1984 Lease"); and the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease, and thereby refinance the$4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project)which were delivered evidencing proportionate interests in lease payments to be made by the City under the 1984 Lease (the "1984 Certificates"), and to provide additional funds for various municipal projects of the City, and to that end the Agency and the City wish to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991,by and between the Agency as lessor and the City as lessee(the "Lease Agreement"); and in order to provide funds sufficient to enable the Agency to perform its obligations under the Lease Agreement, the Agency proposes to assign and transfer to First Interstate Bank,Ltd., as trustee(the 'Trustee"), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991, and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991,by and among the City, the Agency and the Trustee, the Trustee has agreed to execute and deliver 1991 Refunding Certificates -1- a ' of Participation (Emerald Cove Senior Citizens Housing Project)in the maximum principal amount of$6,000,000, each evidencing a direct,undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement(the "Certificates"); and the firm of Stone&Youngberg (the "Underwriter") has assisted the City and the Agency in structuring the proposed financing as herein described and has informed the City and the Agency that it intends to submit an offer to purchase the Certificates, and the Underwriter has presented to the City a form of agreement for the purchase of the Certificates (the "Purchase Agreement"); and the City Council wishes at this time to authorize all proceedings relating to the refinancing of the Project and the execution and delivery of all agreements and documents relating thereto; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Huntington Beach as follows: Section 1. Approval of Lease Agreement. The City Council hereby approves the amendment and restatement of the 1984 Lease in full pursuant to the Lease Agreement in substantially the form on file with the City Clem together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Lease Agreement for and in the name of the City. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Trust Agreement. The City Council hereby approves the Trust Agreement in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust Agreement for and in the name of the City. 6317 -2- Section 3. Sale of Certificates. The City Council hereby approves the sale of the Certificates by negotiation with the Underwriter, pursuant to the Purchase Agreement by and between the City and the Underwriter in substantially the form on file with the City Clerk together with any immaterial changes therein or additions thereto approved by the Deputy City Administrator/Chief of Administrative Services and approved by the City Attorney. The Purchase Agreement shall be executed in the name and on behalf of the City by the Deputy City Administrator/Chief of Administrative Services,who is hereby authorized and directed to execute and deliver said form of Purchase Agreement on behalf of the City upon submission of a proposal by the Underwriter to acquire the Certificates;provided, however, that such proposal is acceptable to the Deputy City Administrator/Chief of Administrative Services and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two and one-half percent(2-1/2%) of the par amount thereof and the net effective rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed seven and one-half percent(7-1/2%) per annum. Section 4. Official Statement. The City Council hereby approves the preparation of, and hereby authorizes the Mayor to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions,a preliminary form of Official Statement describing the Certificates. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The City Administrator is hereby authorized and directed to approve any immaterial changes therein or additions thereto deemed advisable by the City Administrator and approved by the City Attorney, and to execute the final form of the Official Statement in the name and on behalf of the City. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5. Engagement of Special Counsel. In connection with the delivery of the Certificates and the documents relating thereto,the City Council hereby authorizes the engagement of Jones Hall Hill &White,A Professional Law -3- 6317 Corporation,to act as special legal counsel to the City upon the terms and conditions set forth in the proposed form of agreement between the City and such firm in the form on file with the City Clerk. The City Administrator is hereby authorized and directed to execute said agreement on behalf of the City. Section 6. Official Actions. The Mayor,the City Administrator,the Deputy City Administrator/Chief of Administrative Services, the City Clerk and any and all other officers of the City are hereby authorized and directed,for and in the name and on behalf of the City,to do any and all things and take any and all actions,including execution and delivery of any and all assignments, certificates,requisitions, agreements, notices, consents,instruments of conveyance,warrants and other documents, including but not limited to an agreement relating to the refunding of the City's obligations under the 1984 Lease and the corresponding refunding of the 1984 Certificates,which they, or any of them,may deem necessary or advisable in order to consummate any of the transactions contemplated by the document;, approved pursuant to this Resolution. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -4- 6317 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. Mayor ATTEST: APPROVED AS TO FORM: City Clerk City Attorne f�/ REVIEWED AND APPROVED: INTT D AP D: 4�ACity Admmistrator pury City' tor/ Chief of Administkative Services 7 6317 -5- Res. No. 6317 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 19th day of Aucrust 1991 by the following vote: AYES: Councilmembers: Mac-AllistPr, w,nnhPliF Silva, Green, Kelly, Robitaille, Moulton-Patterson NOES: Councilmembers: None ABSENT: Councilmembers: None city Clerk an ex-officio er of the City Council of the City of Huntington Beach, California The foregoing instrument is a correct copy of the original on file in this office. /� Attest __ _ .. Ig.......... CONNI BROCKWAY City Clerk and Ex efficio Clerk of the City Council o�g Cit of H ntington Beach, Cal. /_ --------- Deputy U RESOLUTION NO. 217 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING PROCEEDINGS TO REFINANCE THE EMERALD COVE SENIOR CITIZENS HOUSING PROJECT, AUTHORIZING EXECUTION OF RELATED FIRST AMENDED AND RESTATED LEASE AGREEMENT, ASSIGNMENT AGREEMENT AND TRUST AGREEMENT, APPROVING DELIVERY AND SALE OF NOT TO EXCEED $6,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND APPROVING RELATED AGREEMENTS AND MATTERS WHEREAS,the Redevelopment Agency of the City of Huntington Beach (the "Agency") has previously financed the acquisition and construction of certain land and improvements within the City of Huntington Beach winch constitute the Emerald Cove Senior Citizens Housing Project (the'Project"), and the Agency has previously leased the Project to the City of Huntington Beach (the"City")pursuant to a Lease Agreement dated as of May 1, 1984(the"1984 Lease"); and the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to refinance the 1984 Lease, and thereby refinance the$4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) which were delivered evidencing proportionate interests in lease payments to be made by the City under the 1984 Lease, and to provide additional funds for various municipal projects of the City, and to that end the Agency and the City wish to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991, by and between the Agency as lessor and the City as lessee(the "Lease Agreement"); and in order to provide funds sufficient to enable the Agency to perform its obligations under the Lease Agreement, the Agency proposes to assign and transfer to First Interstate Bank, Ltd., as trustee (the 'Trustee'), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991 (the"Assignment Agreement"), and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991,by and among the City, the Agency and the Trustee,the Trustee has agreed to execute and deliver 1991 -1- Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the maximum principal amount of$6,000,000, each evidencing a direct,undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement(the "Certificates"); and the firm of Stone&Youngberg (the "Underwriter")has assisted the City and the Agency in structuring the proposed financing as herein described and has informed the City and the Agency that it intends to submit an offer to purchase the Certificates, and the Underwriter has presented to the City a form of agreement for the purchase of the Certificates (the 'Purchase Agreement"); and the Agency wishes at this time to authorize all proceedings relating to the refinancing of the Project and the execution and delivery of all agreements and documents relating thereto, NOW,THEREFORE,BE IT RESOLVED by the Redevelopment Agency of the City of Huntington Beach as follows; Section 1. Approval of Lease Agreement. The Agency hereby approves the amendment and restatement of the 1984 Lease in full pursuant to the Lease Agreement in substantially the fona on file with the Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute, and the Agency Clerk to attest and affix the seal of the Agency to, said form of the Lease Agreement for and in the name of the Agency. The lease of the Project shall be upon the terms and conditions set forth in the Lease Agreement. Section 2. Approval of Other Financing Agreements. The Agency hereby approves the Trust Agreement and the Assignment Agreement in substantially the respective forms on file with the Agency Clerk together with any immaterial changes therein or additions thereto deemed advisable by the Executive Director and approved by the Agency Attorney. The Agency hereby authorizes and directs the Chairman and the Executive Director to execute, and the Agency Clerk to attest and affix the seal of the Agency to, said forms of the Trust Agreement and Assignment Agreement for and in the name of the Agency. Section 3. Sale of Certificates. -2- 217 The Agency hereby approves the sale of the Certificates by negotiation with the Underwriter,pursuant to the Purchase Agreement by and between the City and the Underwriter. The amount of Underwriter's discount shall be not more than two and one-half percent(2-1/2%) of the par amount thereof and the net effective rate of interest to be represented by the Certificates (taking into account any original issue discount on the sale thereof) shall not exceed seven and one- half percent(7-1/2%) per annum. Section 4. Official Statement. The Agency hereby approves the preparation of,and hereby authorizes the Chairman to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of Official Statement describing the Certificates. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 5. Official Actions. The Chairman,the Executive Director,the Agency Clerk and any and all other officers of the City are hereby authorized and directed,for and in the name and on behalf of the City,to do any and all things and take any and all actions,including execution and delivery of any and all assignments,certificates,requisitions, agreements, notices,consents,instruments of conveyance, warrants and other documents,which they,or any of them,may deem necessary or advisable in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -3- 217 PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting thereof held on the 19th day of August, 1991. C'h inn ATTEST: APPROVED AS TO FORM: s ` 0MO Agency Clerk Agency Attorney REVIEWED AND APPROVED: INITIATE P Executive Director uty Executive ' for Chief of Adminissative Services -¢ 217 Res. No. 217 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 19th day of August 19_gj_, and that it was so adopted by the following vote: AYES: Members: MacAllister Winchell, ssilya, rranr KP113g. Robitoille-, Malltan-Patterson NOES: Members: None ABSENT: Members: None Clerk of the Redevelopment Agency of the City of Huntington Beach, Ca. The foregoing instrument is a correct copy 'f the origi al onj file,in this office. Attest-, l� ig c .. ----- CON NIE ROCKWAY1 City-Cierk and Ex-officio Cieo k of the City Council o Ci ® Hu tmgton Beach, Cal. Deputy STONE & YOUNGBERG MEMBERS PACIFIC STOCK EXCHANGE $5,®` 0,000 CITY OF HUN1"INGTON BEACH 1991 REFUNDING CERTIFICATES OF PAIMCIEPATION (Emerald Cove Senior Citizens Housing Project) PURCHASE AG September 5, 1991 City of Huntington Beach 2000 Main Street Huntington Beach, California 92648, Ladies and Gentlemen: The undersigned (the "Underwriter"), offers to enter into this purchase agreement (the Purchase Agreement') with the City of Huntington Beach which will be binding upon the City and the Underwriter upon the acceptance hereof by the City subject to the provisions hereof. This offer is made subject to its acceptance by the City by execution of this Purchase Agreement an its delivery to the Underwriter on or before 5:00 p.m., California time on the date hereof. All terms used herein and not otherwise defined shall have the meanings given to such terms in the Trust Agreement (as those terms are hereafter defined). 1. Purchase and. Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase for offering to the public all (but not less than all) of the City's Refunding Certificates of Participation (the "Certificates") at a purchase price equal to $5,637,126.00 being the aggregate principal amount thereof less an original issue discount of$22,227 and an underwriter's discount of $80,647.00, plus accrued interest with respect to the Certificates from September 1, 1991 to the date of Closing(as hereafter defined). 2. Description of the Certificates. The Certificates shall be delivered pursuant to the Trust Agreement dated as of September 1, 1991, the First Amended and Restated Lease Agreement dated as of September 1, 1991, and the Assignment Agreement dated as of September 1, 1991 (collectively, the "Agreements"). The Certificates shall be as described in the Agreements and the Official Statement relating to the Certificates (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement"). ONE CALIFORNIA STREET•SAN FRANCISCO,CALIFORNIA 94111 (415)981-1314 r 3. Public Bering. The Underwriter agrees to make a bona fide public + offering of all the Certificates initially at the public offering prices (or yields) set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement. The City has delivered or caused to be delivered to the Underwriter prior to the execution of the Purchase Agreement or the first offering of the Certificates, whichever first occurs, copies of the Preliminary Official Statement dated August 23, 1991, relating to the Certificates (the ("Preliminary Official Statement"). Such Preliminary Official Statement is the Official Statement deemed final by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") except for certain omissions permitted by the Rule, and is approved for distribution by resolution of the City. The City shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. Within seven (7) business days from the date hereof, the City shall deliver to the Underwriter a final Official Statement, executed on behalf of the City by an authorized representative of the City and dated the date of delivery thereof to the Underwriter, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the City and the Underwriter (the "Final Official Statement"). The Preliminary Official Statement and the Final Official Statement, includingg the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the "Official Statement". The Underwriter agrees that it will not confirm the sale of any Certificates unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement. 5. The Closing. At 8:00 a.m., California time, on September 26, 1991, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City, the Authority and the Underwriter, the City will deliver or cause to be delivered (i) the Certificates in definitive form to the Underwriter in such place as the Underwriter shall request, and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall Hill & White, in San Francisco, California or another place to be mutually agreed upon by the City, and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Certificates as set forth in Section 1 hereof in immediately available funds paid to the order of the City. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing". The Certificates will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice not later than five business days prior to Closing. The Certificates will be made available to the Underwriter for inspection and packaging not less than 48 hours prior to the Closing If the Underwriter either fails to accept and pay for the Certificates upon tender thereof at the Closing as herein provided or to satisfy the conditions set forth and required under this Purchase Agreement (other than for a reason -2- permitted hereunder), the Underwriter shall pay to the City $50,000 as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and such remedy shall be the sole remedy of the City and shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. 6. City Representations, Warranties and Covenants. The City represents, warrants and covenants to the Underwriter that: (a) Due Organization Existence and Authority. The City is a charter city, duly organized and existing under the laws of the State of California, with full right, power and authority to enter into the First Amended and Restated Lease Agreement ("the Lease Agreement") and to execute, deliver and perform its obligations under this Purchase Agreement, and to carryy out and consummate the transactions contemplated by this Purchase eement and the Official Statement. (b) Due Authorization an Approval. By all necessary official action, the City has duly authorized and approved the sale and delivery of the Certificates to the Underwriter, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the Agreements and this Purchase Agreement will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The City has complied, and will at the Closing be in compliance in all respects, with the terms of this Purchase Agreement and with the Trust Agreement and the Lease Agreement(the "City Documents"). (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the Official Statement is, and at all time subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement contain and up to and including th Closing will contain no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Undeirm * er's Consent to A nendments andleme ffi ial Statement. The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Certificates. -3- (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the City is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United State, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (f) NQ Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or to the best knowledge of the City, threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of anyy of the Certificates, or the payment or collection of any amounts pledged or to be pledged to pay the prince al and interest with respect to the Certificates, or in any way contesting or affecting the validity of the Certificates or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest with respect to the Certificates from taxation or contesting the powers of the City; (iii) which may result in any material adverse change relating to the City; or (iv) contesting the completeness or accuracy of the Preliminary Official or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) Preliminary Official Statemen . For purposes of the Mule, the City has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(1) of the Mule. -4- 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and covenants here and the performance by the Authority and the City of their respective obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Agreement to purchase and pay for the Certificates shall be subject to the following additional conditions: (a) Bring-Down Representation. The representations, warranties and covenants of the City contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such resolutions (the "Resolutions") as, in the opinion of Jones Hall Hill & White, ("Special Counsel"), shall be necessary in connection with the transactions contemplated by this Purchase Agreement, the Official Statement, and the documents. F (c) Termination Events. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Authority and the City if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the congress of the United States, or the favorable reporting for ppassage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or Official Statement on behalf of the United States Treasury Department, the Internal -5- Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on the certificates or notes or obligations of the general character of the Certificates; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (iv) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a sto order, ruling, regulation or official statement by, or on behalf of, the to and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Certificates, or the issuance, offering or sale of the Certificates, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Certificates, or the Certificates, are not exempt form registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Trust Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Certificates; or (vi) a general banking moratorium shall have been established by federal or State authorities; or (vii) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United States, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Certificates; or (viii) any rating of the Certificates shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Certificates; or -6- (ix) the commencement of any action, suit or proceeding described in Paragraphs 6(f) or 7(f) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Certificates; or (x) there shall be in force a general suspension of trading on the New York Exchange. (d) Closing Documents. At or prior to the Closing, the Underwriter shall receive with respect to the Certificates (unless the context otherwise indicates) the following documents: (i) Certificate Opinion. An approving opinion of Special Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them. (h) Supplemental Opinion. A supplemental opinion or opinions of Special Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the closing substantially to the following effect: (1) The City Documents have been duly authorized, executed and delivered by the City and constitute the valid, legal and binding agreements of the City enforceable in accordance with their terms; (2) This Purchase Agreement has been duly authorized, executed and delivered by the City and constitute the valid, legal and binding agreements of the City enforceable in accordance with their terms; (3) The statements contained in the Official Statement sections entitled "THE CERTIFICATES," "TAX MATTERS" and in Appendix C "A SUMMARY OF LEGAL DOCUMENTS", thereto insofar as such statements purport to summarize certain provisions of the Certificates, the Agreements, federal tax law, fairly and accurately summarize the information presented therein; provided that Special Counsel need not express any opinion with respect to any financial or statistical information contained therein. (4) The Certificates are exempt from registration under the Securities Act of 1933 and the Trust Agreement is exempt from registration under the Trust Indenture Act of 1939, as amended. (iii) City Attorney Opinion. An opinion of City Attorney, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to Special Counsel substantially to the following effect: (1) The City is a general law city duly organized and validly existing under the laws of the State of California. -7- (2) The Resolution (No. 6317) of the City approving and authorizing the execution and delivery of the City Documents and approving the Official Statement has been duly adopted at a meeting of the governing body of the City, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the City Resolution is in full force and effect and has not been modified, amended or rescinded. (3) The statements contained in the Official Statement under the captions "CERTIFICATE OWNERS' RISKS"and "ABSENCE OF LITIGATION" fairly and accurately summarize the information presented therein; provided that City Attorney need not express any opinion with respect to any financial or statistical information contained therein. (4) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or threatened against the City, challenging the creation, organization or existence of the City, or the validity of the Documents or seeking to restrain or enjoin the payment of the Lease Sale Payments or in anyway contesting or affecting the validity of the Documents or seeking to restrain or enjoin the payment of the Lease Payments or in any way contesting the authority of the City to enter into or perform its obligations under any of the Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition of the City. (5) Based upon the information provided to the City Attorney in the course of their participation in the preparation of the Official Statement and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, the City Attorney has no reason to believe that the Official Statement (except for the financial and statistical data included therein and assumptions with respect thereto, as to which on opinion need be expressed) as of the date of the Official Statement omitted, or as of the date of Closing omits, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (iv) City Certificate. A certificate of the City, dated the date of the Closing, signed on behalf of the City by the City Administrator or other duly authorized officer of the City to the effect that: (1) the representations, warranties and covenants of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the City has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the City at or prior to the date of the Closing; and -8- (2) No event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) An opinion of Counsel to the Trustee, dated the date of Closing and addressed to the City and the Underwriter, to the effect that: (1) The Trust Agreement and the Assignment Agreement have been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Trustee enforceable in accordance with their terms except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights or creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity. (2) The Certificates have been duly executed and delivered by the Trustee. (vi) A Certificate dated the date of Closing of an authorized officer of the Trustee to the effect that: (1) The Trustee is a national banking association duly organized and existing under the laws of the United States of America; (2) The Trustee has full corporate trust powers and authority to serve as Trustee under the Trust Agreement; and (3) The Trustee's action in executing and delivering the Trust Agreement is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect, and, to the best of such officer's knowledge, does not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound. (vii) Documents. An original executed copy of each of the City and Agency Documents. (viii) Additional Documents. Such additional certificates, instruments and other documents as Special Counsel, the City or the Underwriter may reasonably deem necessary. If the City shall be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter, the City nor the Authority shall be under further obligation hereunder, except as further set forth in Section 9 hereof. -9- 8. Expenses. The Underwriter shall be under no obligation to pay and the City shall pay or cause to be paid the expenses incident to the performance of the obligations of the City hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the Documents and the cost of preparing, printing, issuing and delivering the definitive Certificates, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the City; (c) the fees and disbursements of Special Counsel; (d) the cost of preparation and printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of preparation and printing of the Official Statement, including the requisite number of copies thereof for the insurance company and the rating agency for the rating of the Certificates. The Underwriter shall pay and the City shall not be under an obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Certificates including, without limitation, the fees of the California Debt Advisory Commission. 9. Indemnification. To the extent permitted by law, the City shall indemnify and hold harmless the Underwriter and its officers, directors, employees and agents, against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation fees and disbursements of counsel and other expenses) incurred by them or any of them in connection with investigating or defending any loss, claim, damages, liability or any suit, action or proceeding,joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (collectively, the "Securities Acts"), or any other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, costs and expenses (or any suit, action or proceeding in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement or a material fact contained in the Official Statement or in any amendment or supplement thereto, or anise out of or are based upon the omission or alleged omission to state therein a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. This indemnity agreement shall be in addition to any liability which the City may otherwise have. Promptly after receipt by any party entitled to indemnification under this Section 9 of notice of the commencement of any suit, action or proceeding, such indemnified party shall , if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the in demnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9 or from any liability under this Section 9 unless the failure to provide notice prejudices the defense of such suit, action or proceeding. In case any such action is brought against any indemnified party, and it notifies the indemnifying party, the indemnifying party shall be entitled to participate in, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it -10- and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not, in connection with any action indemnified against under the first paragraph of this Section 9, be liable for the fees and expenses of more than one separate firm of attorneys at any point in time representing the indemnified parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, or (ui) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (ii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). 11. Notice. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stone & Youngberg, One California Street, Suite 2800, San Francisco, California 94111. 12. Entire Agreement. The Purchase Agreement, when accepted by the City, shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of any Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the City's representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter, until the earlier of(a) delivery of and payment for the Certificates hereunder, and (b) any termination of this Purchase Agreement. 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. State of California Law Governs. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State. -11- 16. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other parties hereto. STONE & YOUNGBE G By: Accepted as of the date first ated above: CITY OF N H Title: eputy nistrator/ , Administrat' a SOvices ---// (0096C) -12- k APPENDIX A Date Principal Amount Coupon Mgm Price 9/1/92 $ 30,000 4.80% 4.80% 100.000% 9/1/93 75,000 5.10% 5.10% 100.000% 9/1/94 80,000 5.30% 5.35% 99.861% 9/1/95 80,000 5.60% 5.60% 100.000% 9/1/96 85,000 5.75% 5.75% 100.000% 9/1/97 90,000 5.80% 5.90% 99.500% 9/1/98 95,000 6.00% 6.05% 99.715% 9/1/99 100,000 6.00% 6.15% 99.064% 9/1/00 110,000 6.10% 6.25% 98.979% 9/1/01 115,000 6.20% 6.35% 98.901% 9/1/02 120,000 6.30% 6.45% 98.830% 9/1/03 130,000 6.40% 6.55% 98.765% 9/1/04 140,000 6.50% 6.65% 98.706% 9/1/05 150,000 6.50% 6.75% 97.758% 9/1/06 155,000 6.50% 6.80% 97.207% 9/1/07 165,000 6.50% 6.85% 96.631% 9/1/21 4,020,000 7.00% 7.00% 100.000% Total $5,740,000 A-1 APPENDIX B RULE 15c2-12 CERTIFICATE The undersigned hereby certify and represent to Stone & Youngberg (the "Underwriter") that he or she is a duly appointed and acting officer of the City of Huntington Beach (the "City") and as such is to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the City to the Underwriter as follows: (1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the City of Huntington Beach 1991 Refunding Certificates of Participation (the "Certificates"). (2) In connection with the offering and sale of the Certificates, there has been prepared a Preliminary Official Statement, setting forth information concerning the Certificates and the issuers of the Certificates (the "Preliminary Official Statement"). (3) As used herein, "Permitted Omissions" shall mean the offering prices(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Certificates depending on such matters and the identity of the underwriter(s), all with respect to the Certificates. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete except for the Permitted Omissions, provided that no representation is made as to the information contained in the Preliminary Official Statement describing the City. (5) If, at any time prior to the execution of the final contract of purchase, any event occurs as a result of which the Preliminary Official Statement might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the underwriter thereof; provided, however, that the City shall have such obligations with respect to information in the preliminary Official Statement concerning and supplied by the Underwriter only to the extent the City have actual knowledge or notice of any such event. IN WITNESS WHEREOF, we have hereunto set our hand this 5th day of September, 1991. CITY EACH By: Title: Mayor B-1 �'[Ie�rme fa THE CITY OF HUNTINGTON BEACH The document you are viewing contains additional information that is not possible to produce electronically . For information on how to locate this document for viewing , please contact or visit the City Clerk's Office for assistance . 2000 Main Street 2nd Floor — City Hall Huntington Beach CA 92648 (714) 536-5227 18019-33-Lease Agreement JHHW CFA lal lev FINAL FIRST AMENDED AND RESTATED LEASE AGREEMENT Dated as of September 1, 1991 by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH,as lessor and the CITY OF HUNTINGTON BEACH,as lessee Relating to the Emerald Cove Senior Citizens Housing Project (Amending and Restating in full the Lease Agreement dated as of May 1, 1984, by and between the Redevelopment Agency of the City of Huntington Beach as lessor, and the City of Huntington Beach as lessee, relating to the Emerald Cove Senior Citizens Housing Project) Pace TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1 1 Definitions. ..... . ...................................... .............. ... .. . .........2 Section 1.2 Interpretation ........ .. . .. .............. .. .. ........... .2 ARTICLE II COVENANTS,REPRESENTATIONS AND WARRANTIES Section 2.L Covenants, Representations and Warranties of the City ... . ..................... . . .............4 Section 2.2. Covenants, Representations and Warranties of the Agency .................... . . .. .......5 ARTICLE III DEPOSIT AND APPLICATION OF FUNDS Section 3 1 Deposit of Moneys . .... .. ..... . . . . .............. . .. .. 7 Section 3.2. Application of Program Fund Deposit... .. .. .... ............. . . .. . .............. ...7 ARTICLE IV LEASE OF PROJECT,TERM OF THIS LEASE; LEASE PAYMENTS Section 4 1. Amendment and Restatement of 1984 Lease . . ... . ...... . .. . . ............ .. .8 Section 4.2 Term .... ..... .. .......... . .8 Section 4.3 Lease of Project . . .. . . ...... ..... ................ . 8 Section 4 4 Lease Payments. . ....... . ... . ....... .... .. .............. . .. . . ... ............8 Section 4.5. Quiet Enjoyment ..... .... . . ....... ..... . ..... .. ................. . ............9 Section 4 6. Title .. ............ . .... . ....... . .. ..... ..... .. . 9 Section 4 7 Additional Payments .. . . . . . ......... . ..................... .. .. .............. . . 10 ARTICLE V MAINTENANCE, TAXES, INSURANCE, AND OTHER MATTERS Section 5 1 Maintenance, Utilities, Taxes and Assessments . .. . . ....... .... ......... .... 11 Section 5 2 Modification of Project. . . .. ........ ............. .. 11 Section 5 3 Public Liability and Property Damage Insurance .. .. .... ...... . . . ... ...... ..12 Section 5 4 Casualty Insurance . ... . .... ...... . . . .................. .. .... ... .12 Section 5.5 Rental Interruption Insurance ......... . ......... .. . . .. .........12 Section 5.6 Recordation Hereof, Title Insurance . . ..... . ...... . . ....... ......... . . ........12 Section 5 7 Insurance Net Proceeds, Form of Policies .. .. . ........... .. . ..... .. ......13 Section 5.8. Installation of City's Personal Property ........... ...... . .. ....13 Section5.9. Liens . ... . .. . . . .. . ........... .......... .................. . . . ..................... . . 13 Section 5.10 Advances ... .......... .......... .. .... .. ...... ....... . . 13 Section 5 11 No Discrimination ... ......... .. .13 Section 5 12 Project to be Rented to Lower-Income Tenants. . ..... .. ....... . .. . ....... ......... . 14 ARTICLE VI DAMAGE, DESTRUCTION AND EMINENT DOMAIN, USE OF NET PROCEEDS Section 6 1 Application of Net Proceeds....... .... . . ... . . .... ... .... ... ..... ...... .. . . 15 Section 6.2. Termination or Abatement Due to Eminent Domain. ...... ... .......... ...... . . 15 Section 6.3. Abatement Due to Damage or Destruction. ..... ... ......... . ....... ............... . 15 -1- Page ARTICLE VII OTHER COVENANTS OF THE CITY Section 7 1 Disclaimer of Warranties .. . ............ ... ......... ... ..... . 16 Section 7 2 Access to the Project ........ . . ............... . .. ... ..... 16 Section 7 3 Release and Indemnification Covenants ........... ...... . 16 Section 7.4 Assignment and Subleasing by the City.................... .. . ..... . . . ... ...............16 Section 7 5 Amendment of Lease Agreement ... .......... . ................................ ............... 17 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8 1 Events of Default Defined... . . ........................ . ... .. .. . . . ...................18 Section 8.2 Remedies on Default . .. . ... . .. ......... ... . . ... ............. . .. . . . .. ...........18 Section 8.3 No Remedy Exclusive .... .. .. . . . ............... . .. . ... .. .... ........ . .. .........19 Section 84 Agreement to Pay Attorneys' Fees and Expenses.. .. .. . . ........ . ... ........... .......19 Section 8 5. No Additional Waiver Implied by One Waiver......... . . .. ...... ... ............... .......20 Section 8 6 Application of Proceeds . . .. . . ............. ... . ......... . ............ .......20 Section 87 Trustee and Certificate Owners to Exercise Rights...... .. . ........................ .. 20 ARTICLE IX PREPAYMENT OF LEASE PAYMENTS Section 9 1 Security Deposit.. ... .. .... ........ .. . . . . . . . . .............. .. . .. .... 21 Section 9 2 Optional Prepayment . . . ...... ......... . .....21 Section 9 3 Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain ...... 21 Section 9.4. Credit for Amounts on Deposit .... ... ... ... .............. . ...21 ARTICLE X MISCELLANEOUS Section 101 Notices . . .. . . .. ........... . .... . .. ..................... . . ..... . .22 Section 102. Binding Effect . .. ........... . ...... ....... . .. .................. .. .........22 Section 103 Severability ..... ... ...... ............... .... ....................................................22 Section 104 Net-net-net Lease 22 Section 105 Further Assurances and Corrective Instruments . ................ .. . . ........ .... . . . ...22 Section 106 Execution in Counterparts .. . ............... .................. . . ..... ........ .. .22 Section 10.7 Applicable Law . . .... . . . .. .. ..... ..... ... .........23 Section 108 Agency and City Representatives . . ......... 23 Section 109 Captions. ...........23 EXHIBIT A- DESCRIPTION OF THE PROJECT EXHIBIT B - SCHEDULE OF LEASE PAYMENTS -11- FIRST AMENDED AND RESTATED LEASE AGREEMENT This First Amended and Restated Lease (this "Lease"), dated as of September 1, 1991, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and the CITY OF HUNTINGTON BEACH, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California(the "City"), WITNESSETII: WHEREAS, the Agency has previously entered into that certain Lease Agreement dated as of May 1, 1984, by and between the Agency as lessor and the City as lessee (the "1984 Lease") for the purpose of financing the acquisition and construction of improvements constituting the Emerald Cove Senior Citizens Housing Project located in the City of Huntington Beach (the 'Project"), and WHEREAS, in order to provide such financing, the Agency has previously assigned and transferred certain of its rights under the 1984 Lease to First Interstate Bank of California, as trustee (the "1984 Trustee") and the 1984 Trustee has previously executed and delivered $4,600,000 aggregate principal amount of Certificates of Participation (Emerald Cove Senior Citizens Housing Project) dated as of May 1, 1984 (the "1984 Certificates"), each evidencing a direct, undivided fractional interest in the lease payments to be made by the City under and as defined in the 1984 Lease(the"1984 Lease Payments"), and WHEREAS, the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to advance refund and defease the obligation of the City to pay the 1984 Lease Payments and thereby discharge in full the obligations represented by the 1984 Certificates, and to that end the Agency and the City have proposed to amend and restate the 1984 Lease in full pursuant to this Lease; and WHEREAS, in order to provide funds sufficient to enable the Agency to perform its obligations hereunder, the Agency proposes to assign and transfer to the Trustee certain of its rights under this Lease, and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991, by and among the City, the Agency and First Interstate Bank, Ltd., as trustee (the "Trustee"), the Trustee has agreed to execute and deliver the $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project), each evidencing a direct, undivided fractional interest in the lease payments to be paid by the City under this Lease, NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows ARTICLE I DEFINITIONS SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease shall have the respective meanings specified in Section 1.01 of the Trust Agreement. In addition, the following terms heretofore defined in this Lease and the following terms defined in this Section 1.1 shall, for all purposes of this Lease, have the respective meanings herein specified. "Event of Default"means any of the events of default as defined in Section 8.1. "Lease Payment Date" means, with respect to any Interest Payment Date, the twentieth (20th) calendar day (or, if such day is not a Business Day, on the immediately preceding Business Day) of the month immediately preceding such Interest Payment Date. "Lease Payments" means the amounts payable by the City pursuant to Section 4.4(a), including any amounts payable on overdue installments pursuant to Section 4.4(c) and including any prepayments thereof pursuant to Article IX. "Lower-Income Tenants"means individuals of low or moderate income within the meaning of Section 50079.5 of the Health and Safety Code of the State of California. "Permitted Encumbrances" means, as of any time. (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid pursuant to Article V; (b) this Lease and the Assignment Agreement; (c) any right or claim of any mechanic, laborer,materialman, supplier or vendor not filed or perfected in the manner prescribed by law, and (d) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Project for its intended purposes. "Project" means the real property located in the City of Huntington Beach which is described more fully in Exhibit A attached hereto and by this reference incorporated herein, together with all buildings, facilities and improvements at any time situated thereon and which become subject to the terms of this Lease. "Rental Period" means each period during the Term of this Lease commencing on and including September 2 in each year and extending to and including the next succeeding September 1, except that the first Rental Period shall commence on the Closing Date and extend to and including September 1, 1992. "Term of this Lease" means the time during which this Lease is in effect, as provided in Section 4.2. "Trust Agreement" means the Trust Agreement dated as of September 1, 1991, by and among the Trustee, the Agency and the City, together with any duly authorized and executed amendments and supplements thereto. SECTION 1.2. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for -2- convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease, the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or subdivision hereof. -3- ARTICLE II COVENANTS, REPRESENTATIONS AND WARRANTIES SECTION 2.1. Covenants, Representations and Warranties of the City. The City makes the following covenants,representations and warranties to the Agency as of the date of the execution and delivery of this Lease- (a) Due Organization and Existence. The City is a charter city and municipal corporation duly organized and validly existing under the Constitution and laws of the State of California, has full legal right, power and authority under the laws of the State of California to enter into this Lease and the Trust Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the City has duly authorized the execution and delivery of this Lease, the Site Lease and the Trust Agreement. (b) Due Execution. The representatives of the City executing this Lease and the Trust Agreement have been fully authorized to execute the same pursuant to a resolution duly adopted by the City Council of the City. (c) Valid Binding and Enforceable Obligati This Lease and the Trust Agreement have been duly authorized,executed and delivered by the City and constitute the legal,valid and binding agreements of the City enforceable against the City in accordance with their respective terms. (d) No Conflicts. The execution and delivery of this Lease, the Trust Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default(with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust,lease,contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien,charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease and the Trust Agreement or the financial condition, assets,properties or operations of the City or its properties. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Lease or the Trust Agreement, or the consummation of any transaction herein or therein contemplated,except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Lease or the Trust -4- Agreement, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease or the Trust Agreement or the financial conditions, assets, properties or operations of the City or its properties. (g) Status of Project. The acquisition, construction and equipping of the Project have been completed in accordance with all requirements of the City, and the Project is fully functional, operational, and in sound condition, excepting only reasonable wear and tear. The City has previously taken possession of the Project under the 1984 Lease. No event which constitutes,or which with the passage of time if not cured would constitute,an event of default under the 1984 Lease has occurred and is continuing. SECTION 2.2. Covenants, Representations and Warranties of the Agency. The Agency makes the following covenants, representations and warranties as the basis for its undertakings herein contained (a) Due Organization and Existence. The Agency is a public body corporate and politic duly organized and validly existing under the laws of the State of California,has full legal right, power and authority to enter into this Lease, the Trust Agreement and the Assignment Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the Agency has duly authorized the execution and delivery of this Lease,the Trust Agreement and the Assignment Agreement. (b) Due Execution. The representatives of the Agency executing this Lease, the Trust Agreement and the Assignment Agreement are fully authorized to execute the same pursuant to official action taken by the governing body of the Agency. (c) Valid Binding and Enforceable Obligations. This Lease, the Trust Agreement and the Assignment Agreement have been duly authorized, executed and delivered by the Agency and constitute the legal,valid and binding agreements of the Agency,enforceable against the Agency in accordance with their respective terms. (d) No Conflicts. The execution and delivery of this Lease, the Trust Agreement and the Assignment Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Agency is a parry or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Agency, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Trust Agreement and the Assignment Agreement or the financial condition, assets,properties or operations of the Agency or its properties. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Agency, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Lease, the Trust Agreement or the -5- Assignment Agreement, or the consummation of any transaction herein or therein contemplated,except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state,municipal or other governmental authority pending or, to the knowledge of the Agency after reasonable investigation, threatened against or affecting the Agency or the assets, properties or operations of the Agency which, if determined adversely to the Agency or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Lease, the Trust Agreement or the Assignment Agreement, or upon the financial condition, assets,properties or operations of the Agency, and the Agency is not in default with respect to any order or decree of any court or any order,regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Trust Agreement or the Assignment Agreement or the financial conditions, assets,properties or operations of the Agency or its properties. -6- ARTICLE III DEPOSIT AND APPLICATION OF FUNDS SECTION 3.1. Deposit of Moneys. On the Closing Date, the Agency shall cause the proceeds of sale of the Certificates to be deposited with the Trustee. Pursuant to Section 4.01 of the Trust Agreement, from the proceeds of sale of the Certificates an amount necessary (together with available proceeds of the 1984 Certificates) to fund the Reserve Requirement shall be deposited in the Reserve Fund,the interest components of the Lease Payments constituting accrued interest shall be deposited in the Lease Payment Fund, the estimated amount of the Costs of Issuance shall be deposited in the Costs of Issuance Fund, and the remainder of such proceeds shall be deposited in the Program Fund. SECTION 3.2. Application of Program Fund Deposit. Amounts deposited into the Program Fund as described in Section 3.1 shall be applied as follows. (a) the amount of $4,917,512.55 shall be transferred to the 1984 Trustee, to be held and administered for the purpose of discharging in full all of the City's obligations under the 1984 Lease in accordance with the Escrow Agreement, and (b) the remaining amount of$394,303.95 shall be transferred to the City as a reimbursement for previous advances made by the City relating to the Project. The Agency and the City hereby agree and determine that the aggregate amount deposited in the Program Fund on the Closing Date from the proceeds of the Certificates does not exceed the fair market value of the Project as of the Closing Date. In making such determination, consideration has been given to the appraisal report of Mark W. Linnes, M.A.I. of Whittier, California, dated July 8, 1991, on file with the City and the Agency. -7- ARTICLE IV LEASE OF PROJECT; TERM OF THIS LEASE; LEASE PAYMENTS SECTION 4.1. Amendment and Restatement of 1984 Lease. This Lease shall constitute an amendment and restatement in full of the 1984 Lease. From and after the date of execution and delivery of this Lease,the 1984 Lease,in the form heretofore executed and delivered by the City and the Agency, shall thereupon be of no further force and effect and shall be deemed to be restated in full hereby. SECTION 4.2. Term. The Term of this Lease shall commence on the date hereof and shall end on the date on which the Trust Agreement shall be discharged pursuant to and in accordance with Section 13.01 thereof, but under any circumstances not later than September 1, 2031. The provisions of this Section 4.2 are subject to the provisions of Section 6.2 relating to the taking in eminent domain of the Project or any component thereof. SECTION 4.3. Lease of Project. The Agency has previously leased the Project to the City, and the City has previously leased the Project from the Agency, pursuant to the 1984 Lease. The Agency shall continue to lease the Project to the City, and the City shall continue to lease the Project from the Agency, upon the terms and conditions set forth in this Lease, without interruption by virtue of the amendment and restatement of the 1984 Lease hereby. Notwithstanding the foregoing provisions of this Section 4.3, the City shall continue to be obligated to pay the amounts coming due and payable under and pursuant to Section 4.4 of the 1984 Lease, provided that such amounts shall be payable solely from the funds held under the Escrow Agreement, which funds are hereby declared to be special funds for the payment of such amounts. SECTION 4.4. Lease Payments. (a) Obligation to Pay. Subject to the provisions of Sections 6.2 and 6.3 and the provisions of Article IX hereof, the City agrees to pay to the Agency, its successors and assigns, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit B attached hereto and by this reference incorporated herein, to be due and payable in immediately available funds on the Interest Payment Dates immediately following each of the respective Lease Payment Dates specified in Exhibit B, and to be deposited by the City with the Trustee on each of the Lease Payment Dates specified in such Exhibit. Any amount held in the Lease Payment Fund on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole pursuant to Article IX and other than amounts required for payment of past due principal or interest represented by any Certificates not presented for payment) shall be credited towards the Lease Payment then required to be paid hereunder, and no Lease Payment need be deposited with the Trustee on any Lease Payment Date if the amounts then held in the Lease Payment Fund are at least equal to the Lease Payment then required to be deposited with the Trustee. The Lease Payments payable in any Rental Period shall be for the use of the Project during such Rental Period. (b) Effect of Prepayment. In the event that the City prepays all Lease Payments allocable to the Project in full pursuant to Sections 9.2 or 9.3, the City's obligations under this Lease shall thereupon cease and terminate, including but not limited to the City's obligation to pay Lease Payments under this Section 4.4. In the event that the City prepays the Lease Payments in part but not in whole pursuant to Sections 9.2 or 9.3, the principal components of the remaining Lease Payments shall be reduced on a pro rata basis in integral multiples of$5,000, and the interest component of each remaining Lease Payment shall be reduced by the aggregate corresponding -8- amount of interest which would otherwise be payable with respect to the Certificates thereby prepaid pursuant to Sections 3.01(a) or 3.01(b) of the Trust Agreement, as the case may be. (c) Rate on Overdue PUments. In the event the City should fail to make any of the payments required in this Section 4.4, the payment in default shall continue as an obligation of the City until the amount in default shall have been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the highest rate of interest represented by any Outstanding certificate. (d) Fair Rental Value. The Lease Payments during each Rental Period shall constitute the total rental for the Project for such Rental Period, and shall be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Project during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments represent the fair rental value of the Project. In making such determination,consideration has been given to the estimated fair market value of the Project, the costs of financing the deposit required to be made into the Program Fund for the purposes set forth in Section 3.2, other obligations of the City and the Agency under this Lease, the uses and purposes which may be served by the Project and the benefits therefrom which will accrue to the City and the general public. (e) Source of PUments. Budget and Appropriation. The Lease Payments shall be payable from any source of available funds of the City, subject to the provisions of Sections 6.2, 6.3 and 9.1. The City covenants to take such action as may be necessary to include all Lease Payments in each of its annual budgets during the Term of this Lease and to make the necessary annual appropriations for all such Lease Payments. Annually, the City will furnish to the Trustee a certificate of the City Representative stating that the Lease Payments have been included in the final budget of the City for the current Fiscal Year,to the full extent required hereunder, such certificate to be filed within thirty (30) days after the adoption of such budget and in any event no later than September 1 in the calendar year in which the City adopts such budget. The covenants on the part of the City herem contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the City. (f) Assignment. The City understands and agrees that all Lease Payments have been assigned by the Agency to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Certificates, and the City hereby assents to such assignment. The Agency hereby directs the City, and the City hereby agrees to pay to the Trustee at its Office, all payments payable by the City pursuant to this Section 4.4 and all amounts payable by the City pursuant to Article IX. SECTION 4.5. Quiet Enjoyment. Throughout the Term of this Lease, the Agency shall provide the City with quiet use and enjoyment of the Project and the City shall peaceably and quietly have and hold and enjoy the Project, without suit, trouble or hindrance from the Agency, except as expressly set forth in this Lease. The Agency will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Agency may lawfully do so. Notwithstanding the foregoing, the Agency shall have the right to inspect the Project as provided in Section 7.2. SECTION 4.6. Title. At all times during the Term of this Lease, the Agency shall hold title to the Project, including all additions which comprise fixtures, repairs, replacements or modifications thereto, subject to Permitted Encumbrances and subject to the provisions of Section 5.2. -9- Upon the termination of this Lease (other than pursuant to Section 8.2(b) hereof), all right, title and interest of the Agency in and to the Project shall be transferred to and vested in the City. Upon the payment in full of all Lease Payments, or upon the deposit by the City of security for such Lease Payments as provided in Section 9.1, all right,title and interest of the Agency in and to the Project shall be transferred to and vested in the City. The Agency agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer of title. SECTION 4.7. Additional Payments. In addition to the Lease Payments, the City shall pay when due all costs and expenses incurred by the Agency to comply with the provisions of the Trust Agreement,including without limitation all Costs of Issuance(to the extent not paid from amounts on deposit in the Costs of Issuance Fund), annual compensation due to the Trustee and all of its reasonable costs payable as a result of the performance of and compliance with its duties under the Trust Agreement, and all reasonable costs and expenses of attorneys,auditors,engineers and accountants engaged by the Agency or the Trustee in connection with the Project or the performance of their duties hereunder or under the Trust Agreement. -10- ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS SECTION 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of this Lease, as part of the consideration for the rental of the Project, all improvement, repair and maintenance of the Project shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Project, which may include, without limitation,janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Project resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Agency agrees to provide only the Project, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code,but such waiver shall not limit any of the rights of the City under the terms of this Lease. The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Agency or the City affecting the Project or the respective interests or estates therein, provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. The City may, at the City's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Agency shall notify the City that, in its reasonable opinion, by nonpayment of any such items the interest of the Agency in the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture,in which event the City shall promptly pay such taxes, assessments or charges or provide the Agency with full security against any loss which may result from nonpayment, in form satisfactory to the Agency and the Trustee. SECTION 5.2. Modification of Project. The City shall, at its own expense, have the right to remodel the Project, or to make additions, modifications and improvements thereto. All additions,modifications and improvements to the Project shall thereafter comprise part thereof and be subject to the provisions of this Lease. Such additions, modifications and improvements shall not in any way damage the Project, or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Project, upon completion of any additions, modifications and improvements made thereto pursuant to this Section, shall be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements. The City will not permit any mechanic's or other lien to be established or remain against the Project for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section, provided that if any such hen is established and the City shall first notify or cause to be notified the Agency of the City's intention to do so,the City may in good faith contest any lien filed or established against the Project, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Agency with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Agency. The Agency will cooperate fully in any such contest, upon the request and at the expense of the City. -11- SECTION 5.3. Public Liability and Property Damage Insurance. The City shall maintain or cause to be maintained throughout the Term of this Lease, but only if and to the extent available from reputable insurers at reasonable cost in the reasonable opinion of the City, a standard comprehensive general insurance policy or policies in protection of the Agency,City, and their respective members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Project. Such policy or policies shall provide coverage in such liability limits and be subject to such deductibles as the City shall deem adequate and prudent. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City, subject to the provisions of Section 5.7, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The Net Proceeds of such liability insurance shall be applied by the City toward extinguishment or satisfaction of the liability with respect to which paid. SECTION 5.4. Casualty Insurance. The City shall procure and maintain, or cause to be procured and maintained,throughout the Term of this Lease, casualty insurance against loss or damage to all improvements which constitute a part of the Project,in an amount at least equal to the lesser of(a) one hundred percent(100%) of the replacement value of the insured improvements, or (b) one hundred percent(100%) of the aggregate principal amount of the Outstanding Certificates. Such insurance shall, as nearly as practicable, cover loss or damage by explosion, wmdstorm, not, aircraft,vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be subject to such deductibles as are customarily maintained by municipalities with respect to works and properties of a like character, but in any case shall not exceed five percent (5%) of the coverage amount. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The Net Proceeds of such insurance shall be applied as provided in Section 6.1. SECTION 5.5. Rental Interruption Insurance. The City shall procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of the improvements which constitute a part of the Project as a result of any of the hazards covered in the insurance required by Section 5.4, in an amount at least equal to the maximum Lease Payments coming due and payable during the current or any future Fiscal Year. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The Net Proceeds of such insurance, if any, shall be paid to the Trustee and deposited in the Lease Payment Fund, and shall be credited towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable. SECTION 5.6. Recordation Hereof-, Title Insurance. On or before the Closing Date the City shall, at its expense, (a) cause the Assignment Agreement and this Lease, or a memorandum hereof or thereof in form and substance approved by Bond Counsel,to be recorded in the office of the Orange County Recorder with respect to the Project, and(b) obtain appropriate endorsements and coverage increases to the CLTA title insurance policy issued pursuant to the 1984 Lease insuring the City's leasehold estate thereunder and hereunder in the Project, subject only to Permitted Encumbrances,in an amount at least equal to the aggregate principal amount of the Certificates. All Net Proceeds received under any such title insurance policy shall be deposited with the Trustee in the Lease Payment Fund and shall be credited towards the prepayment of the remaining Lease Payments pursuant to Section 9.3. -12- SECTION 5.7. Insurance Net Proceeds; Forma of Policies. Each policy of insurance maintained pursuant to Sections 5.4,5.5 and 5.6 shall name the Trustee as loss payee so as to provide that all proceeds thereunder shall be payable to the Trustee. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease. All such policies shall provide that the Trustee shall be given thirty (30) days' notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency, adequacy or amount of any insurance or self-insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss. The City shall cause to be delivered to the Trustee annually, no later than September 1 in each year, a certificate stating that all of the insurance policies required by this Lease are in full force and effect and identifying whether any such insurance is then maintained in the form of self-insurance. In the event that any insurance maintained pursuant to Section 5.3 shall be provided in the form of self-insurance, the City shall file with the Trustee annually, within ninety (90) days following the close of each Fiscal Year, a statement of the risk manager of the City or an independent insurance adviser engaged by the City identifying the extent of such self-insurance and stating the determination that the City maintains sufficient reserves with respect thereto. In the event that any such insurance shall be provided in the form of self-insurance by the City, the City shall not be obligated to make any payment with respect to any insured event except from such reserves. SECTION S.S. Installation of City's Personal Property. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Project. All such items shall remain the sole property of the City, in which neither the Agency nor the Trustee shall have any interest, and may be modified or removed by the City at any time, provided that the City shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the City from purchasing or leasing items to be installed pursuant to this Section under a lease or conditional sale agreement, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof,provided that no such hen or security interest shall attach to any part of the Project. SECTION 5.9. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage,pledge, lien, charge,encumbrance or claim on or with respect to the Project, other than as herein contemplated and except for such encumbrances as the City shall certify in writing to the Trustee do not materially and adversely affect the leasehold estate in the Project hereunder. Except as expressly provided in this Article,the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The City shall reimburse the Agency for any expense incurred by it in order to discharge or remove any such mortgage,pledge, hen,charge,encumbrance or claim. SECTION 5.10. Advances. If the City shall fail to perform any of its obligations under this Article V, the Agency shall take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as additional rental hereunder,with interest at the rate set forth in Section 4.4(c). SECTION 5.11. No Discrimination. The City shall refrain from restricting the rental, sale or lease of the Project on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All deeds, leases or contracts hereinafter executed by the City with respect to the Project or any portion thereof shall contain and be subject to the following nondiscrimination and nonsegregation clauses -13- (a) In deeds. "The grantee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, development, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the premises." (b) In leases: The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them and this lease is made and accepted upon and subject to the following conditions That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing,transferring,use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (c) In contracts "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. This provision shall be binding upon and shall obligate the parties hereto and any assignee or other transferee under this Lease Agreement." SECTION 5.12. Project to be Rented to Lower-Income Tenants. The City hereby agrees that throughout the Term of this Lease, at least fifty percent(50%) of the completed dwelling units in the Project shall be occupied by Lower-Income Tenants,provided, however, that nothing herein shall prohibit the City from renting any of such units to a person or family other than a Lower-Income Tenant so long as (a) such unit is rented on a month-to-month basis, and (b) the City uses its best efforts to secure a Lower-Income Tenant to occupy such unit at the first available time. In addition,the City shall use its best efforts to ensure that throughout the Term of this Lease, all of the completed dwelling units in the Project shall be occupied by Lower-Income Tenants. The requirements of this Section 5.12 shall be effective only during the Term of this Lease and shall not remain effective for any period during which the Project shall be subleased by the City pursuant to Section 7.4 hereof. -14- ARTICLE VI DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS SECTION 6.1. Application of Net Proceeds. The Net Proceeds of any insurance award resulting from any damage to or destruction of the Project by fire or other casualty shall be paid to the Trustee, as assignee of the Agency under the Assignment Agreement, and deposited in the Insurance and Condemnation Fund to be applied as set forth in Section 6.01 of the Trust Agreement. The Net Proceeds of any eminent domain award with respect to the Project resulting from any event described in Section 6.2 shall be paid by the City to the Trustee and deposited in the Insurance and Condemnation Fund to be applied as set forth in Section 6.02 of the Trust Agreement. SECTION 6.2. Termination or Abatement Due to Eminent Domain. If the Project shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease shall cease with respect thereto as of the day possession shall be so taken. If less than all of the Project shall be taken permanently, or if the Project shall be taken temporarily, under the power of eminent domain, (a) this Lease shall continue in full force and effect with respect thereto and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (b)there shall be a partial abatement of Lease Payments allocated thereto,in an amount to be agreed upon by the City and the Agency such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portions of the Project. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.2 to the extent that amounts in the Reserve Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.2, it being hereby declared that such proceeds and amounts constitute a special fund for the payment of the Lease Payments. SECTION 6.3. Abatement Due to Damage or Destruction. The amount of Lease Payments shall be abated during any period in which by reason of damage or destruction (other than by eminent domain which is hereinbefore provided for) there is substantial interference with the use and occupancy by the City of the Project or any portion thereof. The amount of such abatement shall be agreed upon by the City and the Agency such that the resulting Lease Payments represent fair consideration for the use and occupancy of the portions of the Project not damaged or destroyed. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Lease shall continue in full force and effect and the City waives any right to termmate this Lease by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that the proceeds of hazard insurance,rental interruption insurance or amounts in the Reserve Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds and amounts constitute a special fund for the payment of the Lease Payments. -15- ARTICLE VII OTHER COVENANTS OF THE CITY SECTION 7.1. Disclaimer of Warranties. THE AGENCY MAKES NO AGREEMENT,WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROJECT OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF. THE CITY ACKNOWLEDGES THAT THE AGENCY IS NOT A MANUFACTURER OF ANY PORTION OF THE PROJECT OR A DEALER THEREIN, THAT THE CITY LEASES THE PROJECT AS-IS,IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. In no event shall the Agency be liable for incidental, indirect, special or consequential damages,in connection with or arising out of this Lease, the Site Lease or the Trust Agreement for the existence, furnishing,functioning or City's use of the Project. SECTION 7.2. Access to the Project. The City agrees that the Agency and any Agency Representative, and the Agency's successors or assigns, shall have the right at all reasonable tunes to enter upon and to examine and inspect the Project or any part thereof. The City further agrees that the Agency, any Agency Representative and the Agency's successors or assigns shall have such rights of access to the Project or any component thereof as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations hereunder. SECTION 7.3. Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Agency and the Trustee and their respective officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management of, or from any work or thing done on the Project by the City, (b) any breach or default on the part of the City in the performance of any of its obligations under this Lease, (c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Project, (d) any intentional misconduct or negligence of any sublessee of the City with respect to the Project, or (e) the acquisition, construction, improvement and equipping of the Project, or the authorization of payment of the costs thereof. No mdemnification is made under this Section or elsewhere in this Lease for willful misconduct or gross negligence under this Lease by the Agency or the Trustee, or their respective officers, agents, employees, successors or assigns. SECTION 7.4. Assignment and Subleasing by the City. This Lease may not be assigned by the City The City may sublease the Project, or any portion thereof, but only with the written consent of the Agency (which consent shall not be unreasonably withheld), and subject to all of the following conditions. (a) This Lease and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City. (b) The City shall, within thirty (30) days after the delivery thereof,furnish or cause to be furnished to the Agency and the Trustee a true and complete copy of such sublease. -16- (c) No such sublease by the City shall cause the Project to be used for a purpose other than as may be authorized under the provisions of the laws of the State of California. (d) The City shall furnish the Agency and the Trustee with a written opinion of Bond Counsel stating that such sublease does not cause the interest components of the Lease Payments to become includable in gross income for purposes of federal income taxation or to become subject to personal income taxation by the State of California. SECTION 7.5. Amendment of Lease Agreement. The Agency and the City may at any time amend or modify any of the provisions of this Lease, but only. (a) with the prior written consent of the Trustee(which consent shall not be unreasonably withheld) or with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates; or (b) without the consent of the Trustee or any of the Certificate Owners, but only if such amendment or modification is for any one or more of the following purposes- (1) to add to the covenants and agreements of the City contained in this Lease, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City; (ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, to conform to the original intention of the City and the Agency; (iii) in any respect whatsoever as the Agency and the City may deem necessary or desirable, provided that, in the opinion of Bond Counsel, such modifications or amendments do not materially adversely affect the interests of the Owners of the Certificates, (iv) to amend any provision thereof relating to the Tax Code,to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest represented by any of the Certificates under the Tax Code,in the opinion of Bond Counsel, (v) to amend the description of the Project to reflect accurately the property originally intended to be included therem, or (vi) to obligate the City to pay additional amounts of rental hereunder for the use and occupancy of the Project, but only if such additional amounts of rental shall be pledged or assigned for the payment of any bonds, notes, leases or other obligations the proceeds of which shall be applied to finance the completion of the Project or any portion thereof, or to finance the acquisition or construction of any additions to or modifications of the Project or any portion thereof. At the request of the Trustee,the City shall obtain and cause to be filed with the Trustee an opinion of counsel with respect to any amendment or modification hereof, in form and substance acceptable to the Trustee. -17- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.1. Events of Default Defined. Any one or more of the following events shall constitute an Event of Default hereunder (a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding subsection (a), for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Agency or the Trustee,provided, however, that if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such sixty (60)day period, such failure shall not constitute an Event of Default if the City shall commence to cure such failure within such sixty (60) day period and thereafter diligently and in good faith cure such failure in a reasonable period of time. (c) The filing by the City of a voluntary petition in bankruptcy,or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted. SECTION 8.2. Remedies on Default. Whenever any Event of Default shall have happened and be continuing, it shall be lawful for the Agency to exercise any and all remedies available pursuant to law or granted pursuant to this Lease, provided, however, that notwithstanding anything herein or in the Trust Agreement to the contrary,there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Agency may exercise any and all rights granted hereunder, provided, that no termination of this Lease shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Agency shall have and is granted each and every one of the following remedies, subject in all respects to the limitations set forth in Section 8.3. (a) Enforcement of Payments Without Termination.. In the event the Agency does not elect to terminate this Lease in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Agency for any deficiency arising out of the re- leasing of the Project, or, in the event the Agency is unable to re-lease the Project,then for the full amount of all Lease Payments to the end of the Term of this Lease,but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by the Agency or any suit in unlawful detainer, or otherwise, brought by the Agency for the purpose of effecting such re-entry or obtaining possession of the Project or the exercise of any other remedy by the Agency. The City hereby irrevocably appoints the Agency as the agent and attorney-in-fact of the City to enter upon and re-lease the Project upon the occurrence and continuation of an Event -18- of Default and to remove all personal property whatsoever situated upon the Project,to place such property in storage or other suitable place in the County of Orange for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Agency from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Project and the removal and storage of such property by the Agency or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease constitute full and sufficient notice of the right of the Agency to re-lease the Project in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Agency in effecting such re-leasing shall constitute a surrender or termination of this Lease irrespective of the term for which such re-leasing is made or the terms and conditions of such re- leasing,or otherwise,but that, on the contrary, in the event of such default by the City the right to terminate this Lease shall vest in the Agency to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City further waives the right to any rental obtained by the Agency in excess of the Lease Payments and hereby conveys and releases such excess to the Agency as compensation to the Agency for its services in re-leasing the Project. (b) Termination of Lease. If an Event of Default occurs and is continuing hereunder, the Agency at its option may terminate this Lease and re-lease all or any portion of the Project. In the event of the termination of this Lease by the Agency at its option and in the manner hereinafter provided on account of default by the City (and notwithstanding any re-entry upon the Project by the Agency in any manner whatsoever or the re-leasing of the Project), the City nevertheless agrees to pay to the Agency all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Payments. Any surplus received by the Agency from such re-leasing shall be deposited in the Lease Payment Fund. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Agency shall of itself operate to terminate this Lease, and no termination of this Lease on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Agency shall have given written notice to the City of the election on the part of the Agency to terminate this Lease. The City covenants and agrees that no surrender of the Project, or of the remainder of the Term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Agency by such written notice. (c) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Agency may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. SECTION 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Agency is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law. SECTION 8.4. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained,the defaulting parry agrees that it will on demand therefor pay to -19- the nondefaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaultmg parry. SECTION 5.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease should be breached by either party and thereafter waived by the other parry, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. SECTION 5.6. Application of Proceeds. All net proceeds received from the re-lease of the Project under this Article VIII, and all other amounts derived by the Agency or the Trustee as a result of the occurrence of an Event of Default, shall be paid to and applied by the Trustee in accordance with Section 12.03 of the Trust Agreement. SECTION 5.7. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Agency under this Article VIII have been assigned by the Agency to the Trustee under the Assignment Agreement, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee and the Owners of the Certificates as provided in the Trust Agreement. -20- ARTICLE IX PREPAYMENT OF LEASE PAYMENTS SECTION 9.1. Security Deposit. Notwithstanding any other provision of this Lease, the City may on any date secure the payment of the Lease Payments in whole or in part by depositing with the Trustee an amount of cash which, together with other available amounts on deposit in the funds and accounts established under the Trust Agreement, is either(a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit B,or(b) invested in whole or in part in non- callable Federal Securities in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient to pay such Lease Payments when due pursuant to Section 4.4(a) or when due on any optional prepayment date pursuant to Section 9.2, as the City shall instruct at the time of said deposit. In the event of a security deposit pursuant to this Section with respect to all unpaid Lease Payments, and notwithstanding the provisions of Section 4.2, (a) the Term of this Lease shall continue, (b) all obligations of the City under this Lease, and all security provided by this Lease for said obligations, shall thereupon cease and terminate, excepting only the obligation of the City to make, or cause to be made all of the Lease Payments from such security deposit, and (c) pursuant to Section 4.6, title to the Project shall vest in the City on the date of said deposit automatically and without further action by the City or the Agency. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Lease. SECTION 9.2. Optional Prepayment. The City may exercise its option to prepay the principal components of the Lease Payments in whole, or in part in any integral multiple of $5,000, on any date on or after September 1, 1999, by paying a prepayment price equal to the aggregate principal components of the Lease Payments to be prepaid, together with the interest component of the Lease Payment required to be paid on such date, and together with a prepayment premium equal to the premium (if any) required to be paid on the resulting prepayment of Certificate under the Trust Agreement. Such prepayment price shall be deposited by the Trustee in the Lease Payment Fund to be applied to the prepayment of Certificates pursuant to Section 3.01(a) of the Trust Agreement. The City shall give the Trustee written notice of its intention to exercise its option not less than sixty (60) days in advance of the date of exercise. SECTION 9.3. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the principal components of the Lease Payments in whole or in part on any date, from and to the extent of any Net Proceeds of insurance award or eminent domain award with respect to the Project theretofore deposited in the Lease Payment Fund for such purpose pursuant to Article VI hereof and Article VI of the Trust Agreement. The City and the Agency hereby agree that such Net Proceeds,to the extent remaining after payment of any delinquent Lease Payments, shall be credited towards the City's obligations under this Section 9.3. SECTION 9.4. Credit for Amounts on Deposit. In the event of prepayment of the principal components of the Lease Payments in full under this Article IX, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment,at the written election of the City filed with the Trustee any or all amounts then on deposit in the Lease Payment Fund or the Reserve Fund shall be credited towards the amounts then required to be so prepaid. -21- ARTICLE X MISCELLANEOUS SECTION 10.1. Notices. Any notice, request, complaint, demand or other communication under this Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Agency, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. If to the Agency Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention Executive Director Fax (714) 374-1571 If to the City City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention City Administrator Fax (714) 374-1571 If to the Trustee Fast Interstate Bank,Ltd. 707 Wilshire Boulevard,W11-1 Los Angeles, California 90017 Attention. Corporate Trust Department Fax (213)614-2457 SECTION 10.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Agency and the City and their respective successors and assigns. SECTION 10.3. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 10.4. Net-net-net Lease. This Lease shall be deemed and construed to be a "net-net-net lease" and the City hereby agrees that the Lease Payments shall be an absolute net return to the Agency,free and clear of any expenses,charges or set-offs whatsoever. SECTION 10.5. Further Assurances and Corrective Instruments. The Agency and the City agree that they will,from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby leased or intended so to be or for carrying out the expressed intention of this Lease. SECTION 10.6. Execution in Counterparts. This Lease 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. -22- SECTION 10.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. SECTION 10.8. Agency and City Representatives. Whenever under the provisions of this Lease the approval of the Agency or the City is required, or the Agency or the City is required to take some action at the request of the other, such approval or such request shall be given for the Agency by a Agency Representative and for the City by a City Representative, and any parry hereto shall be authorized to rely upon any such approval or request. SECTION 10.9. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease. -23- IN WITNESS WHEREOF, the Agency and the City have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written, CITY OF HUNTINGTON BEACH, as Le By Mayor City Administrator (S E A L) Attest By City Clerk Approved as to form By Deputy City Attorney REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, as Less By ( - — Chairman Bgy 04E-kxecuti�veDector (SEAL) Attest By Approved as to form By Deputy Agency Attorney -24- EXHMIT A DESCRIPTION OF THE PROJECT ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BLOCK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1, SOUTH 0° 44 ' 14" EAST 20.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND 50.00 FEET SOUTH, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON SAID MAP OF TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 890 09' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39. 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 880 27 ' 37", AN ARC DISTANCE OF 60.98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 300 10' 16" , AN ARC DISTANCE OF 126.38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 310 49 ' 00" , AN ARC DISTANCE OF 111.06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID BLOCK A; THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 87, 93, 99 AND 105 OF SAID BLOCK A, SOUTH 172.94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID BLOCK A; THENCE ALONG THE NORTH LINE OF SAID LOT 112, NORTH 890 10 ' 26" EAST 49. 00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 00 49 ' 10" EAST 172.93 FEET TO THE SOUTH LINE OF SAID TRACT NO. 172, SAID SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO. 8197 AS SHOWN ON A MAP RECORDED IN BOOK 452, PAGES 2 THROUGH 48 INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, SOUTH 890 10, 50" WEST 245.00 FEET TO THE WEST LINE OF SAID TRACT NO. 8197, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID EAST LINE, SOUTH 00 44' 14" EAST 70.00 FEET TO A POINT BEING NORTH 00 44 ' 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 890 15' 46" WEST 89.36 FEET; THENCE NORTH 570 12 ' 51" WEST 146.93 FEET; THENCE NORTH 320 47' 09" EAST 112.00 FEET TO A LINE A-1 PARALLEL WITH AND 150.00 FEET WEST, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 00 441 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 890 101 10" EAST 150.00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 00 441 141E WEST ALONG SAID WEST LINE, 279.76 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. A-2 EXHEBIT B SCHEDULE OF LEASE PAYMENTS Lease Payment Prmcipal Interest Total Date Component Component Lease Payment February 20, 1992 $193,281.25 $193,281.25 August 20, 1992 $30,000 193,281.25 223,281.25 February 20, 1993 192,561.25 192,561.25 August 20, 1993 75,000 192,561.25 267,561.25 February 20, 1994 190,648.75 190,648.75 August 20, 1994 80,000 190,648.75 270,648.75 February 20, 1995 188,528.75 188,528.75 August 20, 1995 80,000 188,528.75 268,528.75 February 20, 1996 186,288.75 186,288.75 August 20, 1996 85,000 186,288.75 271,288.75 February 20, 1997 183,845.00 183,845.00 August 20, 1997 90,000 183,845.00 273,845.00 February 20, 1998 181,235.00 181,235.00 August 20, 1998 95,000 181,235.00 276,235.00 February 20, 1999 178,385.00 178,385.00 August 20, 1999 100,000 178,385.00 278,385.00 February 20, 2000 175,385.00 175,385.00 August 20, 2000 110,000 175,385.00 285,385.00 February 20, 2001 172,030.00 172,030.00 August 20, 2002 115,000 172,030.00 287,030.00 February 20, 2002 168,465.00 168,465.00 August 20, 2002 120,000 168,465.00 288,465.00 February 20, 2003 164,685.00 164,685.00 August 20, 2003 130,000 164,685.00 294,685.00 February 20, 2004 160,525.00 160,525.00 August 20, 2004 140,000 160,525.00 300,525.00 February 20, 2005 155,975.00 155,975.00 August 20, 2005 150,000 155,975.00 305,975.00 February 20, 2006 151,100.00 151,100.00 August 20, 2006 155,000 151,100.00 306,100.00 February 20, 2007 146,062.50 146,062.50 August 20, 2007 165,000 146,062.50 311,062.50 February 20, 2008 140,700.00 140,700.00 August 20, 2008 180,000 140,700.00 320,700.00 February 20, 2009 134,400.00 134,400.00 August 20, 2009 190,000 134,400.00 324,400.00 February 20, 2010 127,750.00 127,750.00 August 20, 2010 205,000 127,750.00 332,750.00 February 20, 2011 120,575.00 120,575.00 August 20, 2011 220,000 120,575.00 340,575.00 February 20, 2012 112,875.00 112,875.00 August 20, 2001 235,000 112,875.00 347,875.00 February 20, 2013 104,650.00 104,650.00 August 20, 2013 250,000 104,650.00 354,650.00 February 20, 2014 95,900.00 95,900.00 B-1 August 20, 2014 265,000 95,900.00 360,900.00 February 20, 2015 86,625.00 86,625.00 August 20, 2015 285,000 86,625.00 371,625.00 February 20, 2016 76,650.00 76,650.00 August 20, 2016 305,000 76,650.00 381,650.00 February 20, 2017 65,975.00 65,975.00 August 20, 2017 330,000 65,975.00 395,975.00 February 20, 2018 54,425.00 54,425.00 August 20, 2018 350,000 54,425.00 404,425.00 February 20, 2019 42,175.00 42,175.00 August 20, 2019 375,000 42,175.00 417,175.00 February 20, 2020 29,050.00 29,050.00 August 20, 2020 400,000 29,050.00 429,050.00 February 20, 2021 15,050.00 15,050.00 August 20, 2021 430,000 15,050.00 445,050.00 B-2 91 -523534 _Titles $ TO BE RECORDED AND WHEN @$ -0- 1 RECORDED RETURN TO. Add $ Jones Hall Hill&White Pg@$ Four Embarcadero Center, 19th Floor Lien Nt $ San Francisco,California 94111 RECORDING REQUESTED BY Attention:Katherine K 1.ee, FMv AMERICAN TITLE INS.CO. @$ Senior Project Coordinator $-� �i RECORDED IN OFFICIAL RECORDS Other OF ORANGE COUNTY CALIFORNIA Twat $ _ Rec fees D T T $ 00 -905 AM, SEP26 '91 PCOR $ �A SMF $ 11r1 RDE-14 RECORDER V THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE.THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE."(A� MEMORANDUM OF FIRST AMENDED AND RESTATED LEASE AGREEMENT This Memorandum of Fast Amended and Restated Lease Agreement (thus "Memorandum"), is entered into as of September 1, 1991, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency") and the CITY OF HUNTINGTON BEACH, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California(the"City") who agree as follows- 1. Amendment and Restatement of Lease. The City has previously leased from the Agency certain real property described in paragraph 2 hereof, and the improvements situated upon said real property, pursuant to the Lease Agreement dated as of May 1, 1994,by and between the Agency and the City,recorded in the Official Records of Orange County on June 19, 1984, as instrument No. 84- 251295 (the "1984 Lease"). The Agency and the City have amended and restated the 1984 Lease in full on the terms and conditions,and for the term,more fully set forth in the Fast Amended and Restated Lease Agreement dated as of September 1, 1991, by and between the Agency and the City (the "Amended and Restated Lease Agreement"), all of the provisions of which are hereby incorporated by reference into this Memorandum. 2. Leased Premises; Term. The real property leased by the Agency to the City is located in the County of Orange, State of California,consisting of the land described more fully in Exhibit A attached to this Memorandum,together with all improvements situated thereon as provided in the Amended and Restated Lease Agreement. The Amended and Restated Lease Agreement is for a term commencing on September 1, 1991, and ending on September 1, 2031, unless such term is previously terminated as provided in the Amended and Restated Lease M Agreement. 3. Provisions Binding on Successors and Assigns. Subject to the provisions of the Amended and Restated Lease Agreement relating to assignment and subletting, the Amended and Restated Lease Agreement shall inure to the benefit of and shall be binding upon the Agency and the City and their respective successors and assigns. 4. Assignment. The Agency has assigned to First Interstate Bank, Ltd., as trustee,certain of its rights under the First Amended and Restated Lease Agreement pursuant to the Assignment Agreement dated as of September 1, 1991, the foim of which is attached hereto as Extubrt B. 5. Purpose of Memorandum. This Memorandum is prepared for the purpose of recordation, and it in no way modifies the provisions of the Amended and Restated Lease Agreement -2- IN WITNESS WHEREOF, the Agency has caused this Memorandum to be executed in its name by its duly authorized officers, and the City has caused this Memorandum to be executed in its name by its duly authorized officers, as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BE H as Lessor By jZ�Z Peter Green, Chairman By Michael T. Uberuaga, [S E A L] Executive Director Attest Connie Brockway, cra'lk Approved 7!�: By Deputy Agency Attorney CITY OF HUNTINGTON BEACH, as Lessee 2 —�' By Peter Green, Mayor By ichael T. Uberuaga, City Administrator [SEAL] Attest v Connie Brockway, City Clerk Approved t form By eputy City Attorney -3- ALL-PURPOSE ACKNOWLEDGMENT NO209 State of CAPACITY CLAIMED BY SIGNER County of 11=6�e _ ❑ INDIVIDUAL(S) / � �J n/ p ORPORATE before me, L6�(.wa W N /�l e7 A/ t���D 84t-1 . c- OFFICER(S) DATE NAME TITLE OF OFFICER-E G, JANE DO OTARY PUBLIC' TITLES) ��ff p I ❑ PARTNER(S) personally appeared ( �� Cc�i/ L LLQfij c�-- ❑ ATTORNEY-IN-FACT NAME(S)OF SIGNE (S) ❑ TRUSTEE(S) personally known to me- he-basls-of-satlsfactory evidence ❑ SUBSCRIBING WITNESS to be the person(N whose name(r�)�aw subscribed to the within Instrument and ac- knowledgedGUARDIAN/CONSERVATOR to me thatgosll�executed ❑ OTHER - OFFICIALNOTARVSEA1 the same In hi /-their authorized s� L.Au iA A NELSON ca acit and that b hi flerft iea (votary PuNic—Caldorn"a P YEt Y ORANGE COUNTY signature(s) on the instrument the person(W, my Comm Expires JUL 08 139F or the entity upon behalf of which the person(R) SIGNER IS REPRESENTING: acted, executed the instrument NAME OF PERSON(S)OR ENTITY(IES) Witness my hand and official seal U SIGNATURE OF NOTARY 61 ATTENTION NOTARY Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to unauthorized document THIS CERTIFICATE Title or Type of Documents MUST BE ATTACHED Number of Pages �Date of Document DE THE DOCUMENT l/ DESCRIBED AT RIGHT Slgner(s) Other Than Named Above, J ©1991 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave -P 0 Box 7184-Canoga Park CA 91304 7184 STATE OF CALIFORNIA ) ) :ss COUNTY OF ORANGE ) 23yt4 n this 24t-h day of September, in the year 1991, before me, W S cy,'1 , a notary public,personally appeared Peter Green and Connie Brockway, personally known to me eon th asis-o€-s-atisfactor-y- evi to be the persons who executed the within instrument as the Chairman, and ,respectively, of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH,and acknowledged to me that said Agency executed it. WITNESS my hand and official seal. (Notarial Seal) Is, OFFICIAL NOTARY SEALC (signature) I-AURA A NELSON Nolary public—t, wwrma ORANGE COUNTY Notary Public for the State of qr Comm Expires JUL 08 1995 California My Commission Expires: -4- STATE OF CALIFORNIA ) ) :ss COUNTY OF ORANGE ) 23r"( On this 2" day of September, in the year 1991, before me, L"Al Ne l�,>1 , a notary public, personally appeared Peter Green, and Connie Brockway, personally known to me ( he-basis-e€- sa s€aetory-evi&-nee)-to be the persons who executed the within instrument as Mayor and City Clerk, respectively, of the CITY OF HUNTINGTON BEACH, and acknowledged that said City executed it. WITNESS my hand and official seal. (Notarial Seal) cam(-<- (signature) ., OFFICIAL NOTARY SEAL ' LAURA vk NELSON e Notary Pubfic- cautar"" Notary Public for the State of ri ORANGE COUNTY My Comm Expires JUL 08.1995 Ca11fOITlla My Commission Expires: z -5- STATE OF CALIFORNIA ) ) :ss COUNTY OF ORANGE ) 2�r-d On this 20+h- day of September, in the year 1991, before me, tllctA'a �1 Ald w-i , a notary public, personally appeared Michael T. Uberuaga, personally known to me(eHraved-tome-can-the-basis-of-satisfactor-y evidence) to be the persons who executed the within instrument as City Administrator, respectively, of the CITY OF HUNTINGTON BEACH, and acknowledged that said City executed it. WITNESS my hand and official seal. (Notarial Seal) OFFICIAL NOTARY SEAL / (signature) LAURA A NEi_SCJN ;�+ o Notaq Pubir---Cajitornia caRANGF COuNTy Notary Public for the State of Miy Comm ExrArw, JUL 08,1995 California My Commission Expires: �?U4a f'1�5 1 L% -6- 1 i i EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BLOCK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1, SOUTH 0° 44 ' 14" EAST 20.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND 50.00 FEET SOUTH, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON SAID MAP OF TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 890 09 ' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 880 27 ' 37", AN ARC DISTANCE OF 60.98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 300 10' 1611, AN ARC DISTANCE OF 126.38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 31° 49' 00"1 AN ARC DISTANCE OF 111.06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID BLOCK A; THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 87, 93 , 99 AND 105 OF SAID BLOCK A, SOUTH 172.94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID BLOCK A; THENCE ALONG THE NORTH LINE OF SAID LOT 112, NORTH 890 10, 26" EAST 49.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 0° 49 ' 10" EAST 172.93 FEET TO THE SOUTH LINE OF SAID TRACT NO. 172, SAID SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO. 8197 AS SHOWN ON A MAP RECORDED IN BOOK 452 , PAGES 2 THROUGH 48 INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, SOUTH 890 10' 50" WEST 245.00 FEET TO THE WEST LINE OF SAID TRACT NO. 8197 , SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID EAST LINE, SOUTH 0° 44' 1481 EAST 70. 00 FEET TO A POINT BEING NORTH 00 44 ' 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 890 15' 46" WEST 89.36 FEET; THENCE NORTH 570 12 ' 51" WEST 146.93 FEET; THENCE NORTH 320 47 ' 09" EAST 112.00 FEET TO A LINE A-1 PARALLEL WITH AND 150. 00 FEET WEST, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 00 44 ' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 890 10' 10" EAST 150.00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 00 44 ' 14" WEST ALONG SAID WEST LINE, 279.76 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. A-2 EXHIBIT B FORM OF ASSIGNMENT AGREEMENT B-1 WHEN RECORDED,RETURN TO: Jones Hall Hill&White Four Embarcadero Center,19th Floor San Francisco,California 94111 Attention.Katherine M.Lee,Senior Project Coordinator ASSIGNMENT AGREEMENT Relating to $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) THIS ASSIGNMENT AGREEMENT, made and entered into as of September 1, 1991, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic organized and existing under the laws of the State of California(the "Agency") and FIRST INTERSTATE BANK,LTD., a banking corporation organized and existing under the laws of the State of California,as trustee(the "Trustee"); WITNESSETII: In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration,the parties hereto recite and agree as follows: Section 1. Recitals. (a) The Agency and the City of Huntington Beach(the"City")have entered into an agreement entitled"First Amended and Restated Lease Agreement",dated as of September 1, 1991 (the "Lease Agreement") and recorded concurrently herewith pursuant to a Memorandum of First Amended and Restated Lease Agreement whereby the Agency has leased to the City, and the City has leased from the Agency, the Project (as more particularly defined in the Lease Agreement) in the manner and on the terms set forth in the Lease Agreement, which terms include, without limitation, the obligation of the City to pay Lease Payments(as defined in the Lease Agreement) to the Agency, in consideration of the City's use and enjoyment of the Project under the Lease Agreement. (b) Under the Lease Agreement, the Agency is required to cause to be deposited with the Trustee certain sums of money to be credited,held and applied in accordance with the Lease Agreement and with the Trust Agreement dated as of September 1, 1991 (the "Trust Agreement") by and among the Agency, the City and the Trustee. (c) Upon delivery of the Lease Agreement, the Agency is required to deposit with the Trustee, in addition to other moneys to be deposited with the Trustee, moneys for the refinancing of certain lease obligations of the City,and for the acquisition, construction and improvement of additional municipal facilities of the City, as more fully described in the Lease Agreement. For the purpose of obtaining such moneys, the Agency is willing to convey to certain persons (the "Owners") direct, undivided fractional interests in the Lease Payments, such interests to be evidenced and represented by the $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) to be delivered under and pursuant to the Trust Agreement(the"Certificates"). In order to make such interests marketable on terms acceptable to the Agency, the Agency is willing to assign and transfer its rights under the Lease Agreement to the Trustee for the benefit of the Owners of the Certificates. Concurrently with the delivery of this Assignment Agreement, the Trustee is executing and delivering the Certificates to Stone & Youngberg as the original purchaser thereof The proceeds of sale of the Certificates are anticipated by the Agency to be sufficient to permit the Agency to make the deposits required under the Lease Agreement and the Trust Agreement. (d) Each of the parties has authority to enter into this Assignment Agreement, and has taken all actions necessary to authorize its officers to execute it. Section 2. Assignment. The Agency hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of all Certificates which are executed, delivered and Outstanding under and pursuant to the Trust Agreement, all of the Agency's rights under the Lease Agreement(excepting only the Agency's rights under Sections 4.7, 5.10, 7.3 and 8.4 of the Lease Agreement), including without limitation (a) the right to receive and collect all of the Lease Payments from the City under the Lease Agreement, (b) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Project,or any eminent domain award(or proceeds of sale under threat of eminent domain)paid with respect to the Project, and (c) the right to exercise such rights and remedies conferred on the Agency pursuant to the Lease Agreement as may be necessary or convenient(i) to enforce payment of the Lease Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund established under the Trust Agreement, or(ii) otherwise to protect the interests of the Owners in the event of a default by the City under the Lease Agreement. All rights assigned by the Agency shall be administered by the Trustee in accordance with the provisions of the Trust Agreement and for the benefit of the Owners of Certificates. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing the payments due pursuant to the Lease Agreement and Trust Agreement to, and the rights under the Lease Agreement and Trust Agreement of, the Owners of the Certificates which are executed, delivered and Outstanding under and pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement. The recitals contained herein are those of the Agency and not of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. Section 4. Conditions. This Assignment Agreement shall confer no rights or impose no duties upon the Trustee beyond those expressly provided in the Lease Agreement and Trust Agreement. -2- Section 5. Termination of Prior Assignment. That certain Assignment Agreement dated as of May 1, 1984, by and between the Agency and First Interstate Bank of California, recorded June 19, 1984, as instrument number 84-251296 of the Official Records of the Orange County Recorder, be and is hereby terminated. First Interstate Bank of California, by execution and delivery hereof, hereby agrees to such termination. -3- IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Peter Green, Chairman By Michael T. Uberuaga, Executive Director (SEAL) Attest: By Connie Brockway, Secretary Approved as to form: By Deputy Agency Attorney FIRST INTERSTATE BANK, LTD., as Trustee By Paula Oswald, Assistant Vice President FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By Paula Oswald, Assistant Vice President -4- STATE OF CALIFORNIA ) ) :ss COUNTY OF ORANGE ) On this 20th day of September, in the year 1991, before me, ,a notary public,personally appeared Peter Green and Connie Brockway, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the Chairman, and Secretary,respectively,of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, and acknowledged to me that said Agency executed it. WITNESS my hand and official seal. (Notarial Seal) (signature) Notary Public for the State of California My Commission Expires: -5- STATE OF CALIFORNIA ) ) :ss COUNTY OF ORANGE ) On this 20th day of September, in the year 1991, before me, , a notary public, personally appeared Michael T. Uberuaga, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as the Executive Director, respectively, of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH,and acknowledged to me that said Agency executed it. WITNESS my hand and official seal. (Notarial Seal) (signature) Notary Public for the State of California My Commission Expires: -6- STATE OF CALIFORNIA ) ) :ss COUNTY OF LOS ANGELES ) On this day of September, in the year 1991, before me, a notary public, personally appeared Paula Oswald, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Assistant Vice President of FIRST INTERSTATE BANK, LTD., and acknowledged that said Corporation executed the within instrument pursuant to its bylaws of its board of directors. WITNESS my hand and official seal. (Notarial Seal) (signature) Notary Public for the State of California My Commission Expires: -7- STATE OF CALIFORNIA ) ) :ss COUNTY OF LOS ANGELES ) On this day of September, in the year 1991, before me, a notary public, personally appeared Paula Oswald, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Assistant Vice President of FIRST INTERSTATE BANK OF CALIFORNIA, and acknowledged that said Corporation executed the within instrument pursuant to its bylaws of its board of directors. WITNESS my hand and official seal. (Notarial Seal) (signature) Notary Public for the State of California My Commission Expires- -8- 1�19 i JHHW CFA KML W1391 A-8 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, from the Redevelopment Agency of the City of Huntington Beach, as lessor to the City of Huntington Beach, a public agency and/or governmental agency as lessee, is hereby accepted by the undersigned officer on behalf of the City of Huntington Beach pursuant to authority conferred by resolution of the City Council of the City of Huntington Beach adopted on August 19, 1991, and the lessee consents to recordation thereof by its duly authorized officer. Dated: September 24, 1991 CITY HUNTINGTON BEACH B y Peter Green, Mayor B Michael T.Zarucaga, City Administrator Attest: By Connie Brockway, City Clerk 18019-33 JHHW CFAIaj FWA- ASSIGNMENT AGREEMENT Relating to $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Dousing Project) THIS ASSIGNMENT AGREEMENT, made and entered into as of September 1, 1991, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic organized and existing under the laws of the State of California(the "Agency") and FIRST INTERSTATE BANK,LTD., a banking corporation organized and existing under the laws of the State of California, as trustee(the "Trustee"), WITNESSETH: In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows Section 1. Recitals. (a) The Agency and the City of Huntington Beach (the "City")have entered into an agreement entitled"First Amended and Restated Lease Agreement",dated as of September 1, 1991 (the"Lease Agreement") and recorded concurrently herewith pursuant to a Memorandum of First Amended and Restated Lease Agreement whereby the Agency has leased to the City, and the City has leased from the Agency, the Project (as more particularly defined in the Lease Agreement) in the manner and on the terms set forth in the Lease Agreement, which terms include, without limitation, the obligation of the City to pay Lease Payments (as defined in the Lease Agreement) to the Agency, in consideration of the City's use and enjoyment of the Project under the Lease Agreement. (b) Under the Lease Agreement, the Agency is required to cause to be deposited with the Trustee certain sums of money to be credited,held and applied in accordance with the Lease Agreement and with the Trust Agreement dated as of September 1, 1991 (the "Trust Agreement") by and among the Agency, the City and the Trustee. (c) Upon delivery of the Lease Agreement, the Agency is required to deposit with the Trustee, in addition to other moneys to be deposited with the Trustee, moneys for the refinancing of certain lease obligations of the City, and for the acquisition, construction and improvement of additional municipal facilities of the City, as more fully described in the Lease Agreement. For the purpose of obtaining such moneys, the Agency is willing to convey to certain persons (the "Owners") direct, undivided fractional interests in the Lease Payments, such interests to be evidenced and represented by the $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) to be delivered under and pursuant to the Trust Agreement(the"Certificates"). In order to make such interests marketable on terms acceptable to the Agency, the Agency is willing to assign and transfer its rights under the Lease Agreement to the Trustee for the benefit of the Owners of the Certificates. Concurrently with the delivery of this Assignment Agreement, the Trustee is executing and delivering the Certificates to Stone & Youngberg as the original purchaser thereof. The proceeds of sale of the Certificates are anticipated by the Agency to be sufficient to permit the Agency to make the deposits required under the Lease Agreement and the Trust Agreement. (d) Each of the parties has authority to enter into this Assignment Agreement, and has taken all actions necessary to authorize its officers to execute it. Section 2. Assignment. The Agency hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of all Certificates which are executed, delivered and Outstanding under and pursuant to the Trust Agreement, all of the Agency's rights under the Lease Agreement(excepting only the Agency's rights under Sections 4.7, 5.10, 7.3 and 8.4 of the Lease Agreement), including without limitation (a) the right to receive and collect all of the Lease Payments from the City under the Lease Agreement, (b) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Project,or any eminent domain award(or proceeds of sale under threat of eminent domain) paid with respect to the Project, and (c) the right to exercise such rights and remedies conferred on the Agency pursuant to the Lease Agreement as may be necessary or convenient (1) to enforce payment of the Lease Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund established under the Trust Agreement, or (ii) otherwise to protect the interests of the Owners in the event of a default by the City under the Lease Agreement. All rights assigned by the Agency shall be administered by the Trustee in accordance with the provisions of the Trust Agreement and for the benefit of the Owners of Certificates. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing the payments due pursuant to the Lease Agreement and Trust Agreement to, and the rights under the Lease Agreement and Trust Agreement of, the Owners of the Certificates which are executed, delivered and Outstanding under and pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement. The recitals contained herein are those of the Agency and not of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. Section 4. Conditions. This Assignment Agreement shall confer no rights or impose no duties upon the Trustee beyond those expressly provided in the Lease Agreement and Trust Agreement. -2- Section 5. Termination of Prior Assignment. That certain Assignment Agreement dated as of May 1, 1984, by and between the Agency and First Interstate Bank of California, recorded June 19, 1984, as instrument number 84-251296 of the Official Records of the Orange County Recorder, be and is hereby terminated. First Interstate Bank of California, by execution and delivery hereof, hereby agrees to such termination. -3- IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Peter Green, Chairman B Michael . Uberuaga, Executive Director (S E A L) Attest By Connie Brockway, 4 Approved s to form By Deputy Agency Attorney FIRST INTERSTATE BANK, LTD., as Trustee By Paula Oswald, Assistant Vice President FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By Paula Oswald, Assistant Vice President -4- IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Peter Green, Chairman By Michael T.Uberuaga, Executive Director (SEAL) Attest: By Connie Brockway, Secretary Approved as to form- By Agency Counsel FIRST INTERSTATE BANK, LTD., as Trustee By / Paula Oswald, ssistant Vice President FIRST INTERSTATE BANK OF CALIFO NIA, as Trustee By Paula Oswald, Assistant Vice President -4- EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BLOCK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1, SOUTH 0° 44 ' 14" EAST 20.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND 50. 00 FEET SOUTH, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON SAID MAP OF TRACT NO. 172 ; THENCE ALONG SAID PARALLEL LINE, NORTH 890 09 ' 30" EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39. 50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 880 27' 37", AN ARC DISTANCE OF 60.98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240. 00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 300 10' 16", AN ARC DISTANCE OF 126.38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 310 49 ' 00", AN ARC DISTANCE OF 111.06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID BLOCK A; THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 87, 93, 99 AND 105 OF SAID BLOCK A, SOUTH 172. 94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID BLOCK A; THENCE ALONG THE NORTH LINE OF SAID LOT 112, NORTH 890 10' 26" EAST 49. 00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 00 49 ' 10" EAST 172.93 FEET TO THE SOUTH LINE OF SAID TRACT NO. 172 , SAID SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO. 8197 AS SHOWN ON A MAP RECORDED IN BOOK 452, PAGES 2 THROUGH 48 INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, SOUTH 890 10, 50" WEST 245.00 FEET TO THE WEST LINE OF SAID TRACT NO. 8197, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID EAST LINE, SOUTH 0° 44' 14" EAST 70. 00 FEET TO A POINT BEING NORTH 00 44' 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; THENCE SOUTH 890 15' 46" WEST 89.36 FEET; THENCE NORTH 570 12 ' 51" WEST 146.93 FEET; THENCE NORTH 320 47' 09" EAST 112.00 FEET TO A LINE A-1 PARALLEL WITH AND 150.00 FEET WEST, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 00 44 ' 14" WEST 225.00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 890 10' 10" EAST 150.00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 00 44 ' 1411 WEST ALONG SAID WEST LINE, 279.76 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. A-2 18019-33-Trust Agreement JHHW CFA IaI Iev FINAL TRUST AGREEMENT Dated as of September 1, 1991 by and among FIRST INTERSTATE BANK,LTD., as trustee REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and the CITY OF HUNTINGTON BEACH Relating to $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) FM TABLE OF CONTENTS ARTICLE I DEFINITIONS Section101. Definitions . ... ... ............ ................. ...... ...... ...... ....... ..... . ...........................2 Section 102. Legal Authority...... .. . ........ .. . ........ . ........ ....... . ........ ..... .... ......... .....6 ARTICLE 11 THE CERTIFICATES OF PARTICIPATION Section 2.01. Authorization. .. ........................ . . ..... . ...................... ...... .. . ......................7 Section2.02 Date...... .. ... ..... .. .......... .. .... ... ....... ......... . ..................... . .......... .......7 Section 2 03. Terms of Certificates.... .. . ..... ...................... .... ...... ........................ .... . ..7 Section 2 04. Fully Registered Form, Interest . .. .. ..... .............. ....................................................7 Section 2.05. Form of Certificates... .. .... .. ... ....... ......... ......... ........... ...... . ...................7 Section2 06 Execution ..... .. ............ .. .. ..................... ..... . ................................ ..........8 Section 2 07 Transfer and Exchange ....... ..... ..... . ... . . . ........ ...... .. ........ ........ .......... 8 Section 2.08. Certificates Mutilated, Lost, Destroyed or Stolen................................. ...................8 Section2 09 Payment...... . . .... . .... .. .. ......... ...... ......... ......... ...... ... ..... .......9 Section 2 10. Execution of Documents and Proof of Ownership ... . ...... ......... .......... ....... ....9 Section 2.11. Temporary Certificates . ... .. .... .. ..... ....... ..... . ........ . ....... .... .. .....9 Section 2.12. Registration Books ........................ . ...... ...................... .... . . ........................10 ARTICLE III PREPAYMENT OF CERTIFICATES Section3 01. Prepayment ........ . ..... .................. . ...... . . ....................... ...........I I Section 3 02 Selection of Certificates for Prepayment.............. ....... . . ....... ........ .. . .... . .....12 Section 3 03 Notice of Prepayment .. .. .. ............................ . . .... . .......................... ........12 Section 3 04 Partial Prepayment of Certificates......... .............. .. ........ ........................ . . ......12 Section 3.05 Effect of Notice of Prepayment.......... ....... ........ .............. ....................................12 Section 3 06 Purchase of Certificates . . . ... . ........ ... .... ..... . . ........ ..... ............. ......13 ARTICLE IV DISPOSITION OF PROCEEDS, PROGRAM FUND AND RESERVE FUND Section 4.01. Application of Proceeds ... .. . ........ . . .. . .... . ........ ... ..... ....................14 Section4 02 Program Fund............. .. . . .. . . .................... . ..... .. .........................................14 Section 4.03 Reserve Fund ... . ..... . ................. ..... . .... ...14 Section 4.04. Establishment and Application of Costs of Issuance Fund........ .. ...... ....................15 ARTICLE V LEASE PAYMENTS; LEASE PAYMENT FUND Section 5 01 Assignment of Rights in Lease.. .................. . .... ..... .................... . ....... .....16 Section 5.02 Establishment of Lease Payment Fund ... . ....... ............ .... ... ........... . . ...... 16 Section5.03. Deposits.... .. ... . . ..................... .... .. ...................... ............ ......................16 Section 5.04 Application of Moneys. ...... .. ... . . ..... ...... .. . .. . ................ ... ..... . .16 Section5.05. Surplus .............. . ..... ........................ .... . .......................... ...............................16 -i- Pape ARTICLE VI INSURANCE AND CONDEMNATION FUND Section 6.01 Establishment of Insurance and Condemnation Fund, Application of Net Proceeds of Insurance Award ... .............. .. ....... . ............ ............... ................17 Section 6 02 Deposit and Application of Net Proceeds of Eminent Domain Award...... . ........ . 17 ARTICLE VII MONEYS IN FUNDS; INVESTMENTS; ARBITRAGE REBATE Section 7 01 Held in Trust... ....... .. ........ .............. ..... ........ . . ...................... ......... 19 Section 7.02. Investments Authorized.... . ...... ....... . ........................ ........... ............... ............19 Section7.03 Accounting.. . . .............. . . ............ . ....................................... .. .....................19 Section 7.04 Allocation of Earnings......... . ........ . . ... . ............................. . .....................19 Section 7.05 Valuation and Disposition of Investments . . ...........................................................19 Section 7.06 Rebate of Excess Investment Earnings to United States... .................... ....... 20 ARTICLE VIII THE TRUSTEE Section 801 Appointment of Trustee.... ......... ......... . ... ................................ ............... ....... ..21 Section 8.02 Acceptance of Trusts . . ........... .. ............... ...................... . ...............................21 Section 8.03 Fees, Charges and Expenses of Trustee.............. .... . .... .........................................24 Section 8.04 Notice to Certificate Owners of Default ................ . . . ........ .............. ... . . 24 Section 8.05 Removal of Trustee........ .. . . . . ......... .................. ... . ...................... .... ..... .. ..24 Section 8.06 Resignation by Trustee.... . ..... .... ................... .. ......................... ..... . ..24 Section 807 Appointment of Successor Trustee............... . .................................. .. .................24 Section 808. Merger or Consolidation.. .... ... ................................. ............................ . ....... ..24 Section 8.09 Concerning any Successor Trustee.. ......... . .................... ...... .. ........................ .25 Section 8.10. Non-Liability of Trustee... ....... . .... ................. .. ...............................................25 Section 8.11 Actions Through Agents . . ........ .... .. .. ......... . .......... ..................... ........ 25 Section 8.12. Nature of Trust Engagement............ .......................................................... ....... ..25 ARTICLE IX MODIFICATION OR AMENDMENT Section 9.01 Amendments Permitted... . .. .................... .. ................ ..... ..... . ....................27 Section 9 02 Procedure for Amendment with Written Consent of Certificate Owners..... ...........27 Section 9 03 Effect of Supplemental Agreement... ..... ........ . . ...... .. . . ............... ... .... . .28 Section 904 Endorsement or Replacement of Certificates Delivered After Amendments..............28 Section 9.05. Amendatory Endorsement of Certificates..... .. ..................... ........... .....................28 ARTICLE X OTHER COVENANTS Section 1001 Compliance With and Enforcement of Lease .................. .................................. .. .29 Section 10.02. Observance of Laws and Regulations....... ....... .............................. ......................29 Section 10.03. Prosecution and Defense of Suits.............................................................................29 Section 1004. Recordation and Filing... . ...... ... ........ ...... ..... . .................. ..... . . ....... ..2 9 Section 10.05. Tax Covenants. ..... ..................... ...... .. ....................... ................................. .. ...29 Section 10.06. Further Assurances.. . . ...... .. ................ . .................... ... .... . ................... .3 0 -ii- Page ARTICLE XI LIMITATION OF LIABILITY Section 11 01 Lmuted Liability of City .. . . . ........ ... .. .... . .... . ... .... ......... . ... ..31 Section 1102 No Liability of the Agency for Trustee Performance. . . ........ . ..... ... .. ... ... ...31 Section 11.03. Indemnification of Trustee .. . ... .. . ...... . .... . . ........... ... ... ....... .. .......31 Section 1104 Opinion of Counsel. .. ......... .. ........ ... .... .. .................... ......... . ... . . ...............31 Section 1105 Lmutation of Rights to Parties and Certificate Owners . .... ....................... ...........31 ARTICLE XII EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS Section 1201 Assignment of Rights.. .... ... . ..... . . .... .. .... ....................... . ... . ................32 Section1202 Remedies .. ... . .... ........ .. ... . . ....... .. .. ...... ........... . ... .. .... ... ...........3 2 Section 1203 Application of Funds . . . .......... ................ .. . .. ........................ . ..... . 32 Section 1204 Institution of Legal Proceedings..... ......... . ......................... . ....... ....................32 Section 1205 Non-waiver...... ..... . ................... ........ . .... ... ...........3 3 Section 12.06 Remedies Not Exclusive . . ..... . ................. . ... .. ... . ...... . ..... .. ...... 33 Section 1207 Power of Trustee to Control Proceedings..... .... .......... ........ . ... .. .................33 Section 1208 Limitation on Certificate Owners' Right to Sue. ........ ......... ........ ...... ...............33 Section 1209 Possession of Certificates by Trustee Not Required .. .. ........................ . ... . ..33 ARTICLE XIII DISCHARGE; ADMINISTRATIVE PROVISIONS Section 1301. Discharge Hereof.......... . . .. . . . .. .................... . .. .. . ....... ...... ..35 Section1302. Records..... .. .. .. ... ............................ .... . .. . .......... ........ ................35 Section13.03 Notices ................... . .... . . .. ............. ... .. .......... ............. .................. .35 Section 1304. Disqualified Certificates. .......... ......... ..... . ... . . .. . ........................ ........ 6 Section 1305 Payment of Certificates After Discharge of Trust Agreement ... ....... ....................36 Section 13.06. Governing Law.. ............... ....... ...... ........................... ....... .. . . ............ ...36 Section 13.07. Binding Effect, Successors.... . . ..... .... . . .......................... ...... ....... . ...... ....... 36 Section 1308 Agency and City Representatives........... ...... .... .. .. ............... .... ..... . 37 Section 13.09 Execution in Counterparts . ... . .... ... .... . . ...... .... ... .. ... . ...... ..... . .3 7 Section 13 10 Delivery of Cancelled Certificates.. ... . ........37 Section 13 11 Headings. ... ..................... ... . .. 37 Section 13 12. Waiver of Notice .. .. .... ... ... . .. ....... .............. ... . .... ....................3 7 Section 13 13. Separability of Invalid Provisions . ...... .. .. . ...... .............. ............... ... ....... .37 EXHIBIT A -FORM OF CERTIFICATE OF PARTICIPATION -iii- TRUST AGREEMENT THIS TRUST AGREEMENT, dated as of September 1, 1991, is by and among FIRST INTERSTATE BANK, LTD., a banking corporation organized and existing under the laws of the State of California (the "Trustee"), the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and the CITY OF HUNTINGTON BEACH, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), WITNESSETII: WHEREAS, the Agency has previously entered into that certain Lease Agreement dated as of May 1, 1984, by and between the Agency as lessor and the City as lessee (the "1984 Lease") for the purpose of financing the acquisition and construction of improvements constituting the Emerald Cove Senior Citizens Housing Project located in the City of Huntington Beach (the "Project"), and WHEREAS, the Agency and the City have determined at this time that as a result of favorable financial market conditions it is in the best interests of the Agency and the City to advance refund and defease the 1984 Lease and to provide additional funds to the City for various municipal projects of the City, and to that end the Agency and the City have proposed to amend and restate the 1984 Lease in full pursuant to the First Amended and Restated Lease Agreement dated as of September 1, 1991 (the"Lease"); and WHEREAS, for such purposes the Agency proposes to assign and transfer to the Trustee certain of its rights under the Lease, and in consideration of such assignment and the execution of this Trust Agreement,the Trustee has agreed to execute and deliver 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) in the aggregate principal amount of $5,740,000, each evidencing a direct, undivided fractional interest in the Lease Payments to be made by the City under the Lease, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,the parties hereto hereby agree as follows ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Trust Agreement, have the meanings herein specified. In addition, all terms defined in the Lease and not otherwise defined herein shall have the respective meanings specified in the Lease. "Assig_nment Agreement" means the Assignment Agreement, dated as of September 1, 1991, by and between the Agency as assignor and the Trustee as assignee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments thereto. "Agency" means the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic duly organized and existing under the laws of the State of California. "Agency Representative" means the Chairman, Treasurer, Executive Director or Project Manager of the Agency, or any other person authorized by resolution of the Agency to act on behalf of the Agency under or with respect to this Trust Agreement. "Bond Counsel"means (a) Jones Hall Hill&White, A Professional Law Corporation, and (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code. "Business Day" means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in the State of California, or in any state in which the Office of the Trustee is located. "Certificates" means the $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project), executed and delivered and at any time Outstanding hereunder. "Ca"means the City of Huntington Beach, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. "City Representative"means the Mayor, City Administrator, Deputy City Administrator or City Clerk, or any other person authorized by resolution of the City Council of the City to act on behalf of the City under or with respect to the Lease Agreement and this Trust Agreement. "Closin Date" means September 26, 1991, being the day when the Certificates, duly executed by the Trustee, are delivered to the Original Purchaser. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the City or the Agency relating to the execution and delivery of the Lease or the execution, sale and delivery of the Certificates or the refunding of the 1984 Certificates,including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee (which shall include legal fees and the first annual administration fee of the Trustee), initial fees and charges of the escrow agent under the Escrow Agreement, letter of credit fees required to be paid with respect to the 1984 Certificates, financing discounts, legal fees and charges, insurance fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, -2- transportation and safekeeping of the Certificates and charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established pursuant to Section 4.04. "Escrow Agreement" means the Escrow Deposit and Trust Agreement dated as of September 1, 1991, by and between the City and First Interstate Bank of California, as escrow agent, relating to the establishment and administration of the security deposit made by the City pursuant to Section 10.1 of the 1984 Lease in satisfaction of its obligations thereunder. "Event of Default" means an event of default under the Lease, as defined in Section 8.1 thereof. "Excess Investment Earnings"means an amount required to be rebated to the United States of America pursuant to Section 148(f) of the Tax Code due to investment of gross proceeds of the Lease Agreement at a yield in excess of the yield on the Lease Payments. "Federal Securities" means (a) any direct general non-callable obligations of the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America, and (b) any obligations the timely payment of principal of and interest on which are fully guaranteed by the United States of America or which are secured by obligations described in the preceding clause (a). "Fiscal Year"means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, or any other twelve-month period by the City as its fiscal year pursuant to written notice filed with the Trustee. "Information Services"means Financial Information, Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention Editor, Kenny Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10006, Moody's Investors Service "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention Municipal News Reports, Standard & Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the City may designate in a written request delivered to the Trustee. "Insurance and Condemnation Fund" means the fund by that name to be established and held by the Trustee pursuant to Section 6.01. "Interest Payment Date" means March 1, 1992, and the first day of each March and September thereafter to and including the final date of maturity of the Certificates. "Lease"means the First Amended and Restated Lease Agreement dated as of September 1, 1991, by and between the Agency as lessor and the City as lessee, as originally executed or as thereafter amended pursuant to any duly authorized and executed amendments and supplements thereto. "Lease Payment Fund" means the fund by that name established and held by the Trustee pursuant to Section 5.02. "Lease Payments" means all payments required to be paid by the City pursuant to Section 4.4(a) of the Lease including any prepayment thereof pursuant to Article IX of the Lease. -3- "Moody's" means Moody's Investors Service, its successors and assigns. "Net Proceeds" means an insurance proceeds or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Project, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. "Office"means the corporate trust office of the Trustee at 707 Wilshire Boulevard,W11-1, Los Angeles, California 90017, or at such other address or addresses designated by the Trustee in written notice filed with the City, the Agency and the Owners. "Original Purchaser"means Stone&Youngberg, as original purchaser of the Certificates. "Outstanding", when used as of any particular time with respect to Certificates, means (subject to the provisions of Section 13.04) all Certificates theretofore executed and delivered by the Trustee under this Trust Agreement except(a) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation, (b) Certificates deemed to have been paid pursuant to Section 13.01, and (c) Certificates in lieu of or in exchange for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2.08. "Owner", when used with respect to a Certificate, means the person in whose name the ownership of such Certificate shall be registered on the Registration Books. "Permitted Investments" means any of the following which at the time of investment are legal mvestments under the laws of the State for the moneys proposed to be invested therein- (a) Federal Securities, (b) any of the following direct or indirect obligations of the following agencies of the United States of America (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (w) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration, (v) project notes issued by the United States Department of Housing and Urban Development, and(vi) public housing notes and bonds guaranteed by the United States of America, (c) interest-bearing demand or time deposits (including certificates of deposit) in federal or State chartered savings and loan associations or in federal or State of California banks (including the Trustee or its affiliates), provided that: (1) the unsecured obligations of such commercial bank or savings and loan association shall be rated in one of the two highest rating categories by Moody's, or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (d) commercial paper rated in one of the two highest short-term rating categories by Moody's, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein, -4- (e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in one of the two highest short-term rating categories by Moody's or whose long-term obligations are rated A or better by Moody's, which mature not more than 270 days following the date of investment therein, (f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either(a) rated A or better by Moody's, or (b) fully secured as to the payment of principal and interest by Federal Securities, (g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of $500,000,000, which obligations are rated A or better by Moody's, (h) money market funds (including funds for which First Interstate Bancorp, its affiliates or subsidiaries provide investment advisory or other management services) which are rated in one of the two highest rating categories by Moody's, or which invest in Federal Securities or in Permitted Investments described in the preceding clause (b) or repurchase agreements backed by such obligations, and (i) any investment agreement with, or guaranteed by, a financial institution the long-term unsecured obligations or the claims paying ability of which are rated A or better by Moody's at the time of initial investment, by the terms of which all amounts invested thereunder are required to be withdrawn and paid to the City or the Trustee, as the case may be,in the event such rating at any time falls below A. "Progrram Fund"means the fund by that name established and held by the Trustee pursuant to Section 4.02. "Rebate Account"means the account by that name established pursuant to Section 7.06(b). "Record Date" means the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date, whether or not such fifteenth (15th) day is a Business Day. "Registration Books"means the records maintained by the Trustee pursuant to Section 2.12 for registration of the ownership and transfer of ownership of the Certificates. "Reserve Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Reserve Requirement"means, as of the date of calculation thereof, an amount equal to the maximum amount of Lease Payments (excluding Lease Payments with respect to which the City shall have posted a security deposit pursuant to Section 9.1 of the Lease) coming due in the current or any future Fiscal Year. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190, Midwest Securities Trust Company, Capital Structures-Call Notification,440 South LaSalle Street,Chicago, Illinois 60605, Fax-(312) 663-2343, Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention. Bond Department, Fax-(215) 496- 5058, and, in accordance with then current guidelines of the Securities and Exchange Commission, -5- such other addresses and/or such other securities depositories as the City may designate in a written request of the City delivered to the Trustee. "Tax Code" means the Internal Revenue Code of 1986. Any reference herein to a provision of the Tax Code shall include all applicable Tax Regulations promulgated with respect to such provision. 'Tax Regulations"means temporary and permanent regulations promulgated under the Tax Code. 'Term Certificates"means the Certificates maturing on September 1,2021. "Trust Agreement" means this Trust Agreement, as originally executed or as thereafter amended pursuant to any amendments or supplements hereto which are permitted to be made hereunder. "Trustee" means First Interstate Bank, Ltd., or any successor thereto acting as Trustee pursuant hereto. SECTION 1.02. Legal Authority. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement, and has taken all actions necessary to authorize the execution of this Trust Agreement by the officers and persons signing it. -6- ARTICLE II THE CERTIFICATES OF PARTICIPATION SECTION 2.01. Authorization. The Trustee is hereby authorized and directed upon written request from the Agency to prepare, execute and deliver to the Original Purchaser, Certificates in the aggregate principal amount of Five Million Seven Hundred Forty Thousand Dollars ($5,740,000). The Certificates shall evidence direct, undivided fractional ownership interests of the Owners thereof in the Lease Payments. SECTION 2.02. Date. Each Certificate shall be dated as of the date of its execution and interest represented thereby shall be payable from the Interest Payment Date next preceding the date of execution thereof, (a) unless it is executed following a Record Date and on or before the next succeeding Interest Payment Date, in which event interest represented thereby shall be payable from such Interest Payment Date, or(b)unless it is executed on or before the first Record Date, in which event interest represented thereby shall be payable from September 1, 1991, provided, however, that if, as of the date of any Certificate, interest represented by such Certificate is in default, interest represented thereby shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to such Certificate. SECTION 2.03. Terms of Certificates. Principal represented by the Certificates shall be payable on September 1 in each of the respective years and in the respective amounts, and interest represented thereby shall be computed at the respective rates, as follows- Maturity Date Principal Interest Maturity Date Principal Interest (September 1) Amount Rate (September 1) Amount Rate 1992 $30,000 4.80% 2000 $110,000 6.10% 1993 75,000 5.10 2001 115,000 6.20 1994 80,000 5.30 2002 120,000 6.30 1995 80,000 5.60 2003 130,000 6.40 1996 85,000 5.75 2004 140,000 6.50 1997 90,000 5.80 2005 150,000 6.50 1998 95,000 6.00 2006 155,000 6.50 1999 100,000 6.00 2007 165,000 6.50 2021 4,020,000 7.00 SECTION 2.04. Fully Registered Form; Interest. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the authorized denominations of$5,000 or any integral multiple thereof, except that no Certificate shall represent principal payable in more than one year. The Certificates shall be assigned such alphabetical and numerical designation as shall be deemed appropriate by the Trustee. Interest represented by the Certificates shall be payable on each Interest Payment Date to and including the date of maturity or prepayment, whichever is earlier, as provided in Section 2.09. Said interest shall represent the portion of Lease Payments designated as interest and coming due on each of the respective Interest Payment Dates. The share of the portion of Lease Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Lease Payments designated as principal represented by such Certificate by the rate of interest represented by such Certificate(on the basis of a 360-day year of twelve 30-day months). SECTION 2.05. Form of Certificates. The Certificates shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herem. -7- SECTION 2.06. Execution. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized signatory of the Trustee. If any person whose signature appears on any Certificate ceases to be an authorized signatory before the date of delivery of said Certificate, such signature shall nevertheless be as effective as if such person had remained an authorized signatory until such date. SECTION 2.07. Transfer and Exchange. (a) Transfer of Certificates. The registration of any Certificate 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 his duly authorized attorney, upon surrender of such Certificate for cancellation at the Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee shall execute and deliver a new Certificate or Certificates representing the same maturity, interest rate and aggregate principal amount, in any authorized denominations. The City shall pay all costs of the Trustee incurred in connection with any such transfer,except that the Trustee may require the payment by the Certificate Owner of any tax or other governmental charge required to be paid with respect to such transfer. (b) Exchange of Certificates Certificates may be exchanged at the Office of the Trustee, for a like aggregate principal amount of Certificates representing other authorized denominations of the same interest rate and maturity. The City shall pay all costs of the Trustee incurred in connection with any such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. (c) Limitations on Transfer or Exchange. The Trustee may refuse to transfer or exchange either(i) any Certificate during the period established by the Trustee for the selection of Certificates for prepayment, or(u) the portion of any Certificate which the Trustee has selected for prepayment pursuant to the provisions of Section 3.02. SECTION 2.08. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of such Certificate, shall execute and deliver a new Certificate of like principal amount, interest rate and maturity in replacement for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it and destroyed by the Trustee, who shall thereupon deliver a certificate of destruction to the City. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft must be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and the City and, if an indemnity satisfactory to the Trustee and the City shall be given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like principal amount, interest rate and maturity and numbered as the Trustee shall determine in lieu of and in replacement for the Certificate so lost,destroyed or stolen. The Trustee may require payment of an appropriate fee for each replacement Certificate delivered under this Section 2.08 and of the expenses which may be incurred by the Trustee in carrying out the duties under this Section 2.08. Any Certificate issued under the provisions of this Section 2.08 in lieu of any Certificate alleged to be lost,destroyed or stolen shall be equally entitled to the benefits of this Trust Agreement with all other Certificates secured by this Trust Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section 2.08, in lieu of delivering a replacement for a Certificate which has -8- been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee and the City. SECTION 2.09. Payment. Payment of interest represented by any Certificate on any Interest Payment Date shall be made to the person appeanng on the Registration Books as the Owner thereof as of the close of business on the Record Date immediately preceding such Interest Payment Date, such interest to be paid by check or draft mailed to such Owner, by first class mail postage prepaid, at his address as it appears on the Registration Books;provided, however,that at the written request of the Owner of Certificates in an aggregate principal amount of at least $1,000,000, which written request shall be on file with the Trustee as of the Record Date preceding any Interest Payment Date, interest represented by such Certificates coming due and payable on such Interest Payment Date shall be paid by wire transfer in immediately available funds to such account in the United States as shall be specified in such written request. The principal and prepayment price represented by any Certificate at maturity or upon prior prepayment shall be payable in lawful money of the United States of America upon surrender of such Certificate at the Office of the Trustee. SECTION 2.10. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided),if made in the following manner- (a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions,that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority. (b) The fact of the ownership of Certificates by any person and the amount, the maturity and the numbers of such Certificates and the date of his holding the same shall be proved by the Registration Books. Nothing contained in this Section 2.10 shall be construed as limiting the Trustee to such proof,it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee in pursuant of such request or consent. SECTION 2.11. Temporary Certificates. The Certificates may be issued in temporary form exchangeable for definitive Certificates when ready for delivery. Any temporary Certificates may be printed, lithographed or typewritten, shall be of authorized denominations, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Certificate shall be executed by the Trustee upon the same conditions and in substantially the same manner as the definitive Certificates. If the Trustee delivers temporary Certificates it will execute and deliver -9- definitive Certificates as promptly thereafter as practicable, and thereupon the temporary Certificates shall be surrendered,for cancellation, in exchange therefor at the Office of the Trustee who shall execute and deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Certificates of authorized denominations. Until so exchanged, the temporary Certificates shall be entitled to the same benefits under this Trust Agreement as definitive Certificates executed and delivered hereunder. SECTION 2.12. Registration Books. The Trustee shall keep or cause to be kept sufficient records for the registration and registration of transfer of the Certificates, which shall at all reasonable times be open to inspection by the City and the Agency during regular business hours; 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, Certificates as hereinbefore provided. -10- ARTICLE III PREPAYMENT OF CERTIFICATES SECTION 3.01. Prepayment. (a) Optional Prepayment. The Certificates maturing on or before September 1, 1999, are not subject to optional prepayment prior to the respective stated maturities. The Certificates maturing on or after September 1, 2000, are subject to optional prepayment in whole, or in part among maturities on a pro rata basis and by lot within a maturity, on any date on or after September 1, 1999, from prepayments of the Lease Payments made at the option of the City pursuant to Section 9.2 of the Lease, at a prepayment price (expressed as a percentage of the principal amount to be prepaid) as set forth in the following table, together with accrued interest represented thereby to the date fixed for prepayment, without premium. Prepayment Period Prepayment (Dates Inclusive) Price September 1, 1999 through August 31, 2000 102.0% September 1, 2000 through August 31, 2001 101.0% September 1, 2001 and thereafter 100.0% (b) Prepayment From Net Proceeds of Insurance or Condemnation. The Certificates are subject to mandatory prepayment on any date, in whole, or in part among maturities on a pro rata basis and by lot within a maturity, from the Net Proceeds of insurance or eminent domain proceedings credited towards the prepayment of the Lease Payments pursuant to Section 9.3 of the Lease and Article VI hereof, at a prepayment price equal to 100% of the principal amount to be prepaid, together with accrued interest represented thereby to the date fixed for prepayment, without premium. (c) Sinking Fund Prepayment. The Term Certificates are also subject to mandatory sinking fund prepayment by lot on September 1 in each year beginning September 1, 2008, from the principal components of the Lease Payments required to be paid with respect to each of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid, together with accrued interest represented thereby to the prepayment date,without premium,as follows Sinking Fund Sinking Fund Prepayment Date Principal Amount Prepayment Date Principal Amount (September 1) To Be Prepaid (September 1) To Be Prepaid 2008 $180,000 2015 $285,000 2009 190,000 2016 305,000 2010 205,000 2017 330,000 2011 220,000 2018 350,000 2012 235,000 2019 375,000 2013 250,000 2020 400,000 2014 265,000 2021(Matunty) 430,000 Notwithstanding the foregoing provisions of this subsection (c),in the event that some but not all of the Term Certificates have been prepaid pursuant to any of the preceding provisions of this Section 3.01,the aggregate principal amount of the Term Certificates to be prepaid in each year thereafter pursuant to this subsection (c) shall be reduced by the aggregate principal amount of Term Certificates so prepaid, to be allocated among sinking fund installments on a pro rata basis in -11- integral multiples of$5,000 such that the resulting amount of principal represented by the Term Certificates subject to prepayment on any date pursuant to this subsection (c) is equal to the aggregate principal components of the Lease Payments coming due and payable on such date. SECTION 3.02. Selection of Certificates for Prepayment. Whenever provision is made in this Trust Agreement for the prepayment of Certificates and less than all Outstanding Certificates of any maturity are called for prepayment, the Trustee shall select Certificates of such maturity for prepayment by lot. For the purposes of such selection, Certificates shall be deemed to be composed of$5,000 portions, and any such portion may be separately prepaid. The Trustee shall promptly notify the City and the Agency in writing of the Certificates or portions thereof so selected for prepayment. SECTION 3.03. Notice of Prepayment. When prepayment is authorized or required pursuant to Section 3.01, the Trustee shall give notice of the prepayment of the Certificates on behalf and at the expense of the City. Such notice shall state the prepayment date and prepayment price and,if less than all of the then Outstanding Certificates are to be called for prepayment, shall designate the numbers of the Certificates to be prepaid by giving the individual number of each Certificate or by stating that all Certificates between two stated numbers,both inclusive,have been called for prepayment or by stating that all of the Certificates of one or more maturities have been called for prepayment, and shall require that such Certificates be surrendered on the prepayment date at the Office of the Trustee for prepayment at said prepayment price, giving notice also that further interest represented by the Certificates will not accrue after the prepayment date. Such notice shall further state that on the prepayment date there shall become due and payable, the principal and premium, if any, represented by each Certificate together with accrued interest represented thereby to said date, and that from and after such date interest represented thereby shall cease to accrue and be payable. Notice of such prepayment shall be mailed by first class mail with postage prepaid, to the Information Services and to the Securities Depositories, and to the Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books, at least thirty (30) days but not more than sixty(60) days prior to the prepayment date, which notice shall, in addition to setting forth the above information, set forth, in the case of each Certificate called only in part, the portion of the principal represented thereby which is to be prepaid, provided, however,that neither failure to receive such notice so mailed nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual of interest represented thereby from and after the date fixed for prepayment. SECTION 3.04. Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute, authenticate and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and the same maturity. SECTION 3.05. Effect of Notice of Prepayment. Moneys for the prepayment (including the interest to the applicable date of prepayment) of Certificates having been set aside in the Lease Payment Fund shall become due and payable on the date of such prepayment,and,upon presentation and surrender thereof at the Office of the Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion thereof) represented thereby plus interest accrued and unpaid to said date of prepayment. If, on said date of prepayment, moneys for the prepayment of all the Certificates to be prepaid, together with interest represented thereby to said date of prepayment, shall be held by the Trustee so as to be available therefor on such date of prepayment,then, from and after said date of -12- prepayment,interest represented by the Certificates shall cease to accrue and become payable. All moneys held by the Trustee for the prepayment of Certificates shall be held in trust for the account of the Owners of the Certificates so to be prepaid, and shall be held by the Trustee in cash uninvested. All Certificates paid at maturity or prepaid prior to maturity pursuant to the provisions of this Article III shall be cancelled upon surrender thereof and delivered to the City pursuant to Section 13.10. SECTION 3.06. Purchase of Certificates. In lieu of prepayment of Certificates as provided in this Article III, amounts held by the Trustee for such prepayment shall, at the written request of the City Representative received by the Trustee prior to the selection of Certificates for prepayment, be applied by the Trustee to the purchase of Certificates at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct, but not to exceed the prepayment price which would be payable if such Certificates were prepaid. The aggregate principal amount of Certificates of the same maturity purchased in lieu of prepayment pursuant to this Section 3.06 shall not exceed the aggregate principal amount of Certificates of such maturity which would otherwise be subject to such prepayment. -13- ARTICLE IV DISPOSITION OF PROCEEDS; PROGRAM FUND AND RESERVE FUND SECTION 4.01. Application of Proceeds. The proceeds received by the Trustee from the sale of the Certificates on the Closing Date shall forthwith be set aside by the Trustee in the following respective funds and in the following order of priority (a) The Trustee shall deposit the amount of $26,844.62 in the Lease Payment Fund, constitutmg accrued interest with respect to the Certificates. (b) The Trustee shall deposit the amount of$211,142.85 in the Reserve Fund, which amount, together with other funds deposited into the Reserve Fund pursuant to the Escrow Agreement, constitutes the full amount of the Reserve Requirement. (c) The Trustee shall deposit the amount of $114,166.65 in the Costs of Issuance Fund. (d) The Trustee shall deposit the amount of$5,311,816.50, constituting the remainder of such proceeds, in the Program Fund. SECTION 4.02. Program Fund. The Trustee shall establish a special fund designated as the 'Program Fund". On the Closing Date, the Agency shall submit a requisition,executed by an Agency Representative, directing the Trustee to withdraw the following amounts from the Program Fund and transfer such amounts as follows (a) to First Interstate Bank of California the amount of$4,917,512.55 for application pursuant to the Escrow Agreement, and (b) to the City the amount of$394,303.95 to be applied as set forth in Section 3.2 of the Lease. Following such transfers,the Trustee shall close the Program Fund. SECTION 4.03. Reserve Fund. The Trustee shall establish a special fund designated as the 'Reserve Fund" to be held by the Trustee in trust for the benefit of the City and the Owners of the Certificates, and applied solely as provided herein. Moneys in the Reserve Fund shall be held in trust as a reserve for the payment when due of the Lease Payments on behalf of the City. All amounts on deposit in the Reserve Fund at any time in excess of the Reserve Requirement, and all amounts derived from the investment of amounts in the Reserve Fund which are not required to be retained therein to maintain the Reserve Requirement, shall be transferred by the Trustee to the Lease Payment Fund. Any recomputation of the Reserve Requirement shall be made by or on behalf of the City, and shall become effective upon the filing by the City with the Trustee of written notice thereof. If on any Interest Payment Date the moneys available in the Lease Payment Fund do not equal the amount of the Lease Payment then coming due and payable, the Trustee shall apply the moneys available in the Reserve Fund to make such payments on behalf of the City by transferring the amount necessary for this purpose to the Lease Payment Fund. Upon receipt of any delinquent Lease Payment with respect to which moneys have been advanced from the Reserve Fund, such Lease Payment shall be deposited in the Reserve Fund to the extent of such advance. If on any Interest Payment Date the moneys on deposit in the Reserve Fund and the Lease Payment Fund (excluding amounts required for payment of principal, interest and prepayment premium, if any,represented by any Certificates theretofore having come due but not presented for payment) are sufficient to pay or prepay all Outstanding Certificates,including all principal,interest -14- l and prepayment premiums (if any)represented thereby,the Trustee shall,upon the written request of the City,transfer all amounts then on deposit in the Reserve Fund to the Lease Payment Fund to be applied for such purpose to the payment of the Lease Payments on behalf of the City. Any amounts remaining in the Reserve Fund on the date of payment in full, or provision for such payment as provided in Section 13.01, of all obligations represented by the Outstanding Certificates and upon all amounts then due and owing to the Trustee, shall be withdrawn by the Trustee and at the written request of the City applied towards such payment or paid to the City. SECTION 4.04. Establishment and Application of Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the "Costs of Issuance Fund." The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance upon submission of written requisitions executed by a City Representative 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 fund. On February 1, 1992, the Trustee shall withdraw all remaining moneys in the Costs of Issuance Fund and deposit such moneys in the Lease Payment Fund to be applied as a credit towards the Lease Payment next coming due and payable. -15- ARTICLE V LEASE PAYMENTS; LEASE PAYMENT FUND SECTION 5.01. Assignment of Rights in Lease. Pursuant to the Assignment Agreement, the Agency has in the Assignment Agreement transferred, assigned and set over to the Trustee certain of its rights under the Lease, including but not limited to all of the Agency's rights to receive and collect all of the Lease Payments and all other amounts required to be deposited in the Lease Payment Fund. All Lease Payments and such other amounts to which the Agency may at any time be entitled shall be paid directly to the Trustee, and all of the Lease Payments collected or received by the Agency shall be deemed to be held and to have been collected or received by the Agency as the agent of the Trustee, and all such Lease Payments and such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the Lease Payment Fund, except as provided in Section 4.03. SECTION 5.02. Establishment of Lease Payment Fund. The Trustee shall establish a special fund designated as the "Lease Payment Fund". All moneys at any time deposited by the Trustee in the Lease Payment Fund shall be held by the Trustee in trust for the benefit of the City and the Owners of the Certificates. So long as any Certificates are Outstanding, neither the City nor the Agency shall have any beneficial right or interest in the Lease Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth. SECTION 5.03. Deposits. There shall be deposited in the Lease Payment Fund all Lease Payments received by the Trustee,including any moneys received by the Trustee for deposit therein pursuant to Sections 4.01(a) or 5.01 or pursuant to Article VI hereof, or Article IX of the Lease, and any other moneys required to be deposited therein pursuant to the Lease or pursuant to this Trust Agreement. SECTION 5.04. Application of Moneys. All amounts in the Lease Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal,interest and prepayment premiums (if any) represented by the Certificates as the same shall become due and payable, in accordance with the provisions hereof. SECTION 5.05. Surplus. Any surplus remaining in the Lease Payment Fund, after prepayment and payment of all Certificates,including premiums and accrued interest (if any) and payment of any applicable fees and expenses to the Trustee, or provision for such prepayment or payment having been made to the satisfaction of the Trustee, shall be withdrawn by the Trustee and remitted to the City. -16- ARTICLE VI INSURANCE AND CONDEMNATION FIND SECTION 6.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award. Any Net Proceeds of insurance collected by the City in the event of accident to or destruction of any component of the Project shall be paid to the Trustee pursuant to Section 6.1 of the Lease and deposited by the Trustee promptly upon receipt thereof in a special fund designated as the "Insurance and Condemnation Fund"which the Trustee shall thereupon establish. If the City determines and notifies the Trustee in writing of its determination,within ninety (90) days following the date of such deposit, that the replacement, repair, restoration, modification or improvement of the Project is not economically feasible or in the best interests of the City, then such Net Proceeds shall be promptly transferred by the Trustee to the Lease Payment Fund and applied to the prepayment of Lease Payments pursuant to Section 9.3 of the Lease and the corresponding prepayment of Certificates pursuant to Section 3.01(b), which prepayment shall be made on the first day of any succeeding month for which notice of prepayment can be timely given. In the event of damage or destruction of the Project in full, such Net Proceeds may be transferred to the Lease Payment Fund to be used to prepay Outstanding Certificates only if such Net Proceeds, together with other available moneys,are sufficient to cause the corresponding prepayment of all Lease Payments. All Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration,modification or improvement of the damaged or destroyed portions of the Project by the City, upon receipt of written requisitions of the City stating with respect to each payment to be made (a) the name and address of the person,firm or corporation to whom payment is due, (b) the amount to be paid and(c) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation. Any balance of the Net Proceeds remaining after the City shall file a written certificate with the Trustee stating that such work has been completed shall be paid to the City. SECTION 6.02. Deposit and Application of Net Proceeds of Eminent Domain Award. If all or any part of the Project shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited with the Trustee in the Insurance and Condemnation Fund, pursuant to Section 6.1 of the Lease,and shall be applied and disbursed by the Trustee as follows. (a) If the City has given written notice to the Trustee of its determination that(i) such eminent domain proceedings have not materially affected the interest of the City in the Project or the ability of the City to meet any of its financial obligations under the Lease, and (ii) that such proceeds are not needed for repair, replacement or rehabilitation of the Project, and the City has given written notice to the Trustee of such determination, the Trustee shall transfer such proceeds to the Lease Payment Fund to be credited towards the payment of the Lease Payments as the same become due and payable. (b) If the City has given written notice to the Trustee of its determination that(i) such eminent domain proceedings have not materially affected the interest of the City in the Project or the ability of the City to meet any of its financial obligations under the Lease, and (ii) such proceeds are needed for repair, replacement or rehabilitation of the Project, the Trustee shall pay to the City, or to its order, from said proceeds such amounts as the City may expend for such repair or rehabilitation, upon the filing of requisitions of the City Representative meeting the requirements of Section 6.01. -17- (c) If(1) less than all of the Project shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Trustee of its determination that such eminent domain proceedings have materially affected the interest of the City in the Project or the ability of the City to meet any of its financial obligations under the Lease, or (u) all of the Project shall have been taken in such eminent domain proceedings, then the Trustee shall transfer such proceeds to the Lease Payment Fund to be credited toward the prepayment of the Lease Payments pursuant to Section 9.3 of the Lease and applied to the corresponding prepayment of Certificates in the manner provided in Section 3.01(b), which prepayment shall be made on the first day of any succeeding month for which notice of prepayment _ can be timely given. In making any such determination whether to repair, replace or rehabilitate the Project under this Section 6.02, the City may obtain, but shall not be required to obtain, at its expense,the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Trustee. Any such determination by the City shall be final. -18- ARTICLE VII MONEYS IN FUNDS; INVESTMENTS; ARBITRAGE REBATE SECTION 7.01. Held in Trust. The moneys and Permitted Investments held by the Trustee under this Trust Agreement, other than moneys and Permitted Investments held in the Rebate Account, are irrevocably held in trust for the benefit of the City and the Owners of the Certificates solely for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement, and shall not be subject to levy or attachment or hen by or for the benefit of any creditor of the Agency,the Trustee, the City or the Owner of any Certificates. SECTION 7.02. Investments Authorized. Upon the written request of the City filed with the Trustee from time to time, moneys held by the Trustee in any fund or account hereunder shall be invested and reinvested by the Trustee in investments which are certified by the City in such written request to be Permitted Investments,which mature not later than the date such moneys are required or estimated by the City to be required to be expended hereunder. In the absence of any written request of the City directing the investment of uninvested moneys held by the Trustee hereunder, the Trustee shall invest such moneys in Federal Securities or in Permitted Investments described in clause (h) of the definition thereof, which mature not later than the date such moneys are required or estimated by the Trustee to be required to be expended hereunder. Such investments, if registrable, shall be registered in the name of the Trustee, as trustee or in the name of its nominee, and shall be held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 7.02. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trustee may act as purchaser or agent in the making or disposing of any investment. Whenever in this Trust Agreement any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Permitted Investments. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Section 7.02. SECTION 7.03. Accounting. The Trustee shall furnish to the City, not less than monthly, an accounting (in the form customarily used by the Trustee) of all investments and other transactions made by the Trustee pursuant to this Trust Agreement. SECTION 7.04. Allocation of Earnings. Any income, profit or loss on such investments shall be deposited in or charged to the respective funds from which such investments were made,provided, however, that all income received on the investment of amounts on deposit in the Reserve Fund shall be applied as set forth in Section 4.03. SECTION 7.05. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund,the value of Permitted Investments credited to such fund shall be calculated at the lesser of(a) the par amount thereof or (b) the cost thereof, excluding accrued interest and brokerage commissions, if any, except that any Permitted Investments having a maturity of more than five (5)years from the date of investment shall be valued at least annually at the market value thereof. The Trustee may sell at the best price reasonably obtainable,or present for prepayment, any Permitted Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund -19- to which such Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from any such Permitted Investment. SECTION 7.06. Rebate of Excess Investment Earnings to United States. (a) Obligation to Calculate Excess Investment Earnings. The City shall calculate or cause to be calculated, and shall provide or cause to be provided written notice to the Trustee of, the Excess Investment Earnings in all respects at the times and in the manner required pursuant to the Tax Code. (b) Deposits to Rebate Account. Rebate to United States. Immediately following the calculation of Excess Investment Earnings by the City pursuant to the preceding clause (a),the City shall pay the full amount thereof to the Trustee from any source of legally available funds of the City. The Trustee shall establish and hold a special account to be known as the Rebate Account, into which the Trustee shall deposit all amounts so paid to it by the City. The City shall file with the Trustee a written notice directing the payment from the Rebate Account of an amount equal to Excess Investment Earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Tax Code. In the event that there are amounts remaining on deposit in the Rebate Account following such payment, the Trustee shall pay such remaining amounts to the City to be used for any lawful purposes of the City. Payments to the United States of America shall be made to the address prescribed by the Tax Code, together with such reports and statements, completed by the City and delivered to the Trustee, as may be prescribed by such Tax Code. The City shall provide the Trustee with written notice of the address to which such payments are to be forwarded and shall provide the Trustee with all such completed reports and statements. In the event that amounts on deposit in the Rebate Account are insufficient to make any payment to the United States of America required pursuant to this subsection (b),the City shall make such payment when due hereunder, from any funds which are lawfully available for such purpose. (c) Maintenance of Records. The City shall keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the retirement of the Certificates,records of the determinations made pursuant to this Section 7.06. (d) Engagement of Professional Services. In order to provide for the administration of this Section 7.06, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate. (e) Trustee's Reliance on City. The Trustee shall conclusively be entitled to rely upon all calculations and directions made and furnished by the City under this Section 7.06, and the Trustee shall not incur any liability whatsoever in acting upon and as instructed by such calculations and directions. The Trustee shall have no duty or obligation with respect to the matters contained in this Section 7.06, other than to follow the written directions of the City furnished pursuant to this Section 7.06. (f) Modification of this Section. Any of the provisions of this Section 7.06 may be amended,modified or deleted in any manner whatsoever in the event that the City shall cause to be filed with the Trustee written directions making such amendment, modification or deletion, which written directions are executed by a City Representative and are accompanied by an opinion of Bond Counsel stating that such amendment, modification or deletion will not cause interest represented by the Certificates to be includable in gross income of the Certificate Owners for federal income tax purposes. -20- ARTICLE VIII THE TRUSTEE SECTION 8.01. Appointment of Trustee. First Interstate Bank, Ltd., is hereby appointed Trustee by the Agency and the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate,use and apply the same as provided in this Trust Agreement. The Agency and the City agree that they will maintain a Trustee having a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and shall be subject to supervision or examination by Federal or state authority, so long as any Certificates are Outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section 8.01 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee is hereby authorized to pay or prepay the Certificates when duly presented for payment at maturity, or on prepayment, or on purchase by the Trustee as directed by the City prior to maturity in accordance with Section 3.06, and to cancel all Certificates upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Certificates paid and discharged. The Trustee shall be compensated for its services rendered pursuant to the provisions of this Trust Agreement. SECTION 8.02. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Trust Agreement, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions (a) The Trustee, prior to the occurrence of an Event of Default and after curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement. In case an Event of Default has occurred(which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent and reasonable man would exercise or use under the circumstances in the conduct of his own affairs. (b) No provision in this Trust Agreement 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, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers and the Trustee shall not be responsible for any misconduct or negligence on the part of any attorney, agent or receiver appointed with the same degree of care and skill as a prudent and reasonable man would exercise or use under the circumstances in the conduct of his own affairs. The Trustee shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder and shall be protected in any action taken or suffered by it hereunder in reliance on such advice. -21- (d) The Trustee shall not be responsible for any recital herein, or in the Certificates, or for any of the supplements thereto or instruments of further assurance, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Agency or the City under the Lease. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VII of this Trust Agreement. (e) The Trustee shall not be accountable for the use of any Certificates delivered hereunder. The Trustee may become the Owner of Certificates secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee, and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding. (f) In the absence of bad faith on its part, the Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith pursuant to this Trust Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his request unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. (g) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Agency Representative or a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has been given notice or is deemed to have notice, as provided in Section 8.02(1) hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of a Agency Representative or a City Representative to the effect that an authorization in the form therein set forth has been adopted by the Agency or the City, as the case may be,as conclusive evidence that such authorization has been duly adopted, and is in full force and effect. (h) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty and it shall not be answerable for other than its gross negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. -22- (i) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the Lease Payments to the Trustee required to be made by the City pursuant to the Lease or failure by the Agency or the City to file with the Trustee any document required by this Trust Agreement or the Lease to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Agency, the City or the Owners of at least twenty- five percent (25%) in aggregate principal amount of Certificates then Outstanding and all notices or other instruments required by this Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered at the Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid. 0) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect the Project, including all books, papers and records of the Agency or the City pertaining to the Project and the Certificates, and to take such memoranda from and with regard thereto as may be desired. (k) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (1) Notwithstanding anything elsewhere in this Trust Agreement with respect to the execution of any Certificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Trust Agreement, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, which may be deemed desirable by the Trustee for the purpose of establishing the right of the Agency or the City to the execution of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (m) Before taking any action referred to in Section 12.02, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners of the Outstanding Certificates, or any of them, 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 gross negligence or willful misconduct in connection with any such action. (n) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon, other than interest derived from investments made or required to be made pursuant to Section 7.02. (o) The Trustee shall not be responsible for the sufficiency of the Lease,its right to receive moneys pursuant to the Lease, or the value of or title to the Project. (p) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Certificates -23- 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 Trust Agreement. SECTION 8.03. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement by the City for reasonable fees for its services rendered hereunder and all advances, counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon an Event of Default, but only upon an Event of Default,the Trustee shall have a first lien with right of payment prior to payment on account of principal of, premium, if any, and interest on any Certificate upon the amounts held hereunder(other than on amounts held in the Rebate Account) for the foregoing fees,charges and expenses incurred by it respectively. SECTION 8.04. Notice to Certificate Owners of Default. If an Event of Default occurs of which the Trustee has been given or is deemed to have notice, as provided in Section 8.02(i), then the Trustee shall promptly give written notice thereof by first class mail, postage prepaid,to the Owner of each Outstanding Certificate, unless such Event of Default shall have been cured before the giving of such notice, provided, however that unless such Event of Default consists of the failure by the City to make any Lease Payment when due, the Trustee may elect not to give such notice to the Certificate Owners if and so long as the Trustee in good faith determines that it is in the best interests of the Certificate Owners not to give such notice. SECTION 8.05. Removal of Trustee. So long as no Event of Default (or any event which, if not cured, with the passage of time would become an Event of Default) shall have occurred and be continuing, the City may, upon at least thirty (30) days' prior written notice, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee, and may appoint a successor or successors thereto, provided that any such successor shall be a bank or trust company meeting the requirements set forth in Section 8.01. SECTION 8.06. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign by giving thirty (30) days' written notice by registered or certified mail to the City and the Agency. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall mail notice thereof to the Certificate Owners at their respective addresses set forth on the Registration Books. SECTION 8.07. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 8.05 or 8.06, respectively, the City shall promptly appoint a successor Trustee. In the event the City shall for any reason whatsoever fail to appoint a successor Trustee within thirty (30) days following the delivery to the Trustee of the instrument described in Section 8.05 or within thirty (30) days following the receipt of notice by the City pursuant to Section 8.06, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 8.01. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor Trustee following the expiration of such thirty (30) day period. SECTION 8.08. Merger or Consolidation. Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger,conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company or association shall be eligible under Section 8.01, shall be -24- the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. SECTION 8.09. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also the Agency and the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors, but such predecessor shall, nevertheless, on the written request of the Agency, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Agency be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall,on request, be executed, acknowledged and delivered by the Agency. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article VIII, shall be filed or recorded by the successor Trustee in each recording office where the Assignment Agreement shall have been filed or recorded. SECTION 8.10. Non-Liability of Trustee. The recitals, statements and representations by the City and the Agency contained in this Trust Agreement or in the Certificates shall be taken and construed as made by and on the part of the City and the Agency, as the case may be, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. The Trustee makes no representation or warranty, express or implied as to the title,value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City or Agency of the Project. In no event shall the Trustee be liable for special or consequential damages in connection with or arising from the Lease for the existence,furnishing or use of the Project. The Trustee shall not be (a) responsible for the sufficiency or enforceability of the Lease or the assignment under the Assignment Agreement of its rights to receive Lease Payments, (b) deemed to have knowledge of any Event of Default unless and until it shall have actual knowledge thereof or except as provided in Section 8.02(i), or(c) accountable for the use or application by the City or Agency of any funds which the Trustee has released under this Trust Agreement. SECTION 8.11. Actions Through Agents. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Trust Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own gross negligence or willful misconduct. SECTION 8.12. Nature of Trust Engagement. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Trust Agreement and no implied covenants or obligations shall be read into the Trust Agreement against the Trustee. In accepting the trusts hereby created, the Trustee acts solely as Trustee and not in its individual capacity. All persons, including without limitation the Owners, the City and the Agency having any claim -25- against the Trustee arising from the Trust Agreement shall look only to the funds and accounts hereunder for payment except as otherwise provided herein, provided, however, that nothing in this sentence is intended or shall be construed to apply to, or limit the source of payment of, claims against the Trustee arising from the gross negligence or willful misconduct of the Trustee. Under no circumstances shall the Trustee be liable in its individual capacity for payment of the obligations represented by the Certificates. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty. -26- ARTICLE IX MODIFICATION OR AMENDMENT SECTION 9.01. Amendments Permitted. This Trust Agreement and the rights and obligations of the Owners of the Certificates may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 13.05, shall have been filed with the Trustee. No such modification or amendment shall (a) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate represented thereby or extending the time of payment of interest, or reducing the amount of principal represented thereby or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Certificate, or(b) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification hereof, or(c) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 9.02. This Trust Agreement and the rights and obligations of the Owners of the Certificates may be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent permitted by law and only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Agency or the City, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not, in the opinion of Bond Counsel, materially adversely affect the interests of the Owners of the Certificates, (d) if and to the extent permitted in the opinion of Bond Counsel filed with the Trustee, the City and the Agency, to delete or modify any of the provisions hereof or thereof relating to the exclusion from gross income of interest represented by the Certificates for federal income tax purposes, or (e) to conform to any amendments of the Lease which are permitted to be made pursuant to Section 7.5 thereof. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto. SECTION 9.02. Procedure for Amendment with Written Consent of Certificate Owners. This Trust Agreement may be amended by supplemental agreement as provided in this Section 9.02 in the event the consents of the Owners of the Certificates is required pursuant to Section 9.01. A copy of such supplemental agreement, together with a request to the Certificate Owners for their consent thereto, shall be mailed by the Trustee to each Owner of a Certificate at his address as set forth on the Registration Books, but failure to mail copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as provided in this Section. Such supplemental agreement shall not become effective unless there shall be filed with the Trustee the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 13.05) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.10. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. -27- After the Owners of the required percentage of Certificates shall have filed their consents to such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates in the manner hereinbefore provided in this Section for the mailing of such supplemental agreement of the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section(but failure to marl copies of said notice shall not affect the validity of such supplemental agreement or consents thereto). A record, consisting of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental agreement shall become effective upon the mailing of such last-mentioned notice,and such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of sixty (60) days after such filing,except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period. SECTION 9.03. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article IX,this Trust Agreement shall be deemed to be modified and amended in accordance therewith,the respective rights, duties and obligations of the parties hereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Trust Agreement for any and all purposes. SECTION 9.04. Endorsement or Replacement of Certificates Delivered After Amendments. The Trustee may determine that Certificates delivered after the effective date of any action taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form approved by the Trustee, as to such action. In that case, upon demand on the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for the purpose at the Office of the Trustee, a suitable notation shall be made on such Certificate. The Trustee may determine that the delivery of substitute Certificates, so modified as in the opinion of the Trustee is necessary to conform to such Certificate Owners' action is necessary or desirable, which substitute Certificates shall thereupon be prepared, executed and delivered. In that case, upon demand on the Owner of any Certificate then Outstanding, such substitute Certificate shall be exchanged at the Office of the Trustee, without cost to such Owner, for a Certificate of the same character then Outstanding,upon surrender of such Outstanding Certificate. SECTION 9.05. Amendatory Endorsement of Certificates. The provisions of this Article IX shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by him, provided that proper notation thereof is made on such Certificates. -28- ARTICLE X OTHER COVENANTS SECTION 10.01. Compliance With and Enforcement of Lease. The City covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease. The Agency covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action,would or might be a ground for cancellation or termination of the Lease by the Agency thereunder. The Agency and the City, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Project, which may or can in any manner affect such estate of the City, will deliver the same, or a copy thereof,to the Trustee. SECTION 10.02. Observance of Laws and Regulations. The City will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter unposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business as a public agency, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned,forfeited or in any manner unpaired. SECTION 10.03. Prosecution and Defense of Suits. The City shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Project, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. SECTION 10.04. Recordation and Filing. The City shall record and file the Lease or a memorandum thereof, the Assignment Agreement and all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners. SECTION 10.05. Tax Covenants. (a) Private Business Use Limitation. The City shall assure that the proceeds of the Certificates are not used in a manner which would cause any of the obligations of the City under the Lease to become "private activity bonds"under and within the meaning of Section 141(a) of the Tax Code. Without limiting the generality of the foregoing sentence, the City shall assure that not in excess of ten percent (10%) of the Project is used directly or indirectly in a trade or business (other than the business of a governmental unit) and in the event that any portion of the Project is used directly or indirectly in such a trade or business, not in excess of five percent (5%) of the Project shall be used directly or indirectly in a trade or business which is unrelated to the City's use of the Project. -29- (b) Private Loan Limitation. The City shall assure that no more than five percent(5%) of the aggregate amount of the proceeds of the Certificates are used, directly or indirectly,to make or finance a loan (other than loans constituting nonpurpose obligations as defined in the Tax Code or constituting assessments) to persons other than state or local government units. (c) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the obligations of the City under the Lease to be"federally guaranteed"within the meaning of Section 149(b) of the Tax Code. (d) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates or of any other obligations which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the obligations of the City under the Lease to be "arbitrage bonds" within the meaning of Section 148(a) of the Tax Code. SECTION 10.06. Further Assurances. The Agency and the City will 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 Trust Agreement and the Lease, and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein. -30- ARTICLE XI LIMITATION OF LIABILITY SECTION 11.01. Limited Liability of City. Except for the payment of Lease Payments when due in accordance with the Lease and the performance of the other covenants and agreements of the City contained in the Lease and this Trust Agreement, the City shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Trustee, except as expressly set forth herein. SECTION 11.02. No Liability of the Agency for Trustee Performance. Neither the City nor the Agency shall have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Trust Agreement. SECTION 11.03. Indemnification of Trustee. The Agency and the City shall indemnify and save the Trustee, its directors, officers, agents and employees harmless from and against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses, ansing out of(a) the use, maintenance, condition or management of, or from any work or thing done on,the Project by the Agency or the City, (b) any breach or default on the part of the Agency or the City in the performance of any of their respective obligations under this Trust Agreement and any other agreement made and entered into for purposes of the Project, (c) any act of negligence of the Agency or the City or of any of their respective agents, contractors, servants, employees, licensees with respect to the Project, (d) any act of negligence of any assignee of, or purchaser from the Agency or the City or of any of its or their respective agents, contractors, servants, employees or licensees with respect to the Project, (e) the authorization of payments from the Program Fund, (f) the actions of any other party, including but not limited to the ownership, operation or use of the Project by the Agency or the City, or (g) the Trustee's exercise and performance of its powers and duties hereunder. No indemnification will be made under this Section 11.03 or elsewhere in this Trust Agreement for willful misconduct,gross negligence under this Trust Agreement by the Trustee, its officers, agents, employees, successors or assigns. The Agency's and the City's obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates. SECTION 11.04. Opinion of Counsel. Before being required to take any action, the Trustee may, at the expense of the City,require an opinion of counsel acceptable to the Trustee, or an opinion of Bond Counsel acceptable to the Trustee with respect to any federal tax matters, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, Trustee shall be absolutely protected in relying on any such opinion or certificate obtained by the Trustee. SECTION 11.05. Limitation of Rights to Parties and Certificate Owners. Nothing in this Trust Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Agency, the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement or any covenant, condition or provision hereof, and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Agency, the Trustee and said Owners. -31- ARTICLE XII EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS SECTION 12.01. Assignment of Rights. Pursuant to the Assignment Agreement the Agency has transferred, assigned and set over to the Trustee all of the Agency's rights and duties in and to the Lease (excepting only the Agency's rights under Sections 4.7, 5.11, 7.3 and 8.4 thereof), including without limitation all of the Agency's rights to exercise such rights and remedies conferred on the Agency pursuant to the Lease as may be necessary or convenient(a) to enforce payment of the Lease Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund, and (b) otherwise to exercise the Agency's rights and take any action to protect the interests of the Trustee or the Certificate Owners in an Event of Default. SECTION 12.02. Remedies. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, with the prior written consent of the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding the Trustee shall, exercise any and all remedies available pursuant to law or granted pursuant to the Lease; provided, however, that notwithstanding anything herein or in the Lease to the contrary, there shall be no right under any circumstances to accelerate the maturities of the Certificates or otherwise to declare any Lease Payment not then in default to be immediately due and payable. Upon the occurrence of an Event of Default of which the Trustee has been given or is deemed to have notice, as provided in Section 8.02(i),the Trustee shall promptly give written notice thereof as provided in Section 8.04. SECTION 12.03. Application of Funds. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article XII or Article VIII of the Lease shall be applied by the Trustee in the order following upon presentation of the several Certificates, 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 and of the Certificate Owners in declaring such Event of Default and in taking any remedial action with respect thereto, including reasonable compensation to its or their agents, attorneys and counsel, Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate set forth in Section 4.4(c) of the Lease (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates,then to the payment of such principal and interest without preference or priority of principal over interest,or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. SECTION 12.04. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall,proceed to protect or enforce its rights or -32- the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted,or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights or duties hereunder. SECTION 12.05. Non-waiver. Nothing in this Article XII or in any other provision of this Trust Agreement or in the Certificates, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay or prepay the Lease Payments as provided in the Lease. No delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII to the Trustee or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners. SECTION 12.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and 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. SECTION 12.07. 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 or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action,provided, however,that the Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of a majority in aggregate principal amount of the Certificates Outstanding. SECTION 12.08. Limitation on Certificate Owners' Right to Sue. No Owner of any Certificate 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 Trust Agreement,unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b)the Owners of a majority in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, (c) said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and (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 Certificates of any remedy hereunder, it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. SECTION 12.09. Possession of Certificates by Trustee Not Required. All rights and remedies granted to or exercisable by the Trustee hereunder or under the Lease may be -33- exercised by the Trustee without possession of any of the Certificates or the production thereof at the trial or other proceeding relative thereto, and any suit, action or proceeding instituted by the Trustee hereunder or under the Lease shall be brought in its name for the benefit of all of the Owners of such Certificates, subject to the provisions of this Trust Agreement. -34- ARTICLE XIII DISCHARGE; ADMINISTRATIVE PROVISIONS SECTION 13.01. Discharge Hereof. If and when the obligations represented by any Outstanding Certificates shall be paid and discharged in any one or more of the following ways (a) by well and truly paying or causing to be paid the principal of and interest and prepayment premiums (if any) represented by such Certificates Outstanding, as and when the same become due and payable, or (b) by depositing with the Trustee or any other fiduciary, under an escrow deposit and trust agreement, security for the payment of Lease Payments relating to such Certificates as more particularly described in Section 9.1 of the Lease, said security to be held by the Trustee on behalf of the City to be applied by the Trustee or by such other fiduciary to pay or prepay such Lease Payments as the same become due,pursuant to Section 9.1 of the Lease - notwithstanding that such Certificates shall not have been surrendered for payment, all rights hereunder of the Owners of such Certificates and all obligations of the Agency,the Trustee and the City with respect to such Certificates shall cease and terminate, except only the obligations of the Trustee under Sections 2.07 and 2.08, and the obligation of the Trustee to pay or cause to be paid, from Lease Payments paid by or on behalf of the City from funds deposited pursuant to paragraph (b) of this Section, to the Owners of such Certificates not so surrendered and paid all sums represented thereby when due and in the event of deposits pursuant to paragraph (b), such Certificates shall continue to represent direct, undivided fractional interests of the Owners thereof in the Lease Payments. Any funds held by the Trustee, at the time of discharge of the obligations represented by all Outstanding Certificates as a result of one of the events described in paragraphs (a) or (b) of this Section, which are not required for the payment to be made to Owners, shall, upon payment in full of all fees and expenses of the Trustee (including attorneys' fees) then due, be paid over to the City. SECTION 13.02. Records. The Trustee shall keep complete and accurate records of all moneys received and disbursed under this Trust Agreement, which shall be available for inspection by the City, the Agency, and any Owner, or the agent of any of them, at any reasonable time during regular business hours. SECTION 13.03. Notices. Any notice, request, complaint, demand or other communication under this Trust Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person,upon actual receipt. The Agency,the City or the Trustee may,by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. -35- If to the Agency: Redevelopment Agency of the City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention Executive Director Fax (714) 374-1571 If to the City City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention City Administrator Fax: (714) 374-1571 If to the Trustee First Interstate Bank, Ltd. 707 Wilshire Boulevard,WI I-1 Los Angeles, California 90017 Attention Corporate Trust Department Fax- (213) 614-2457 SECTION 13.04. Disqualified Certificates. In determining whether the Owners of the requisite aggregate principal amount of Certificates have concurred in any demand, request, direction, consent or waiver under this Trust Agreement, Certificates which are owned or held by or for the account of the City (but excluding Certificates held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Certificates which the Trustee knows to be so owned or held shall be disregarded. SECTION 13.05. Payment of Certificates After Discharge of Trust Agreement. Notwithstanding any provisions of this Trust Agreement, but subject to any applicable laws of the State of California relating to the escheat of funds or property, any moneys held by the Trustee in trust for the payment of the principal or interest represented by any Certificates and remaining unclaimed for two (2) years after the principal represented by all of the Certificates has become due and payable (whether at maturity or upon call for prepayment or by acceleration as provided in this Trust Agreement), if such moneys were so held at such date, or two (2) years after the date of deposit of such moneys if deposited after said date when all of the Certificates became due and payable, shall be repaid to the City free from the trusts created by this Trust Agreement upon receipt of an indemnification agreement acceptable to the City and the Trustee indemnifying the Trustee with respect to claims of Owners of Certificates which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however,that before the repayment of such moneys to the City as aforesaid,the Trustee may (at the cost of the City) first mail, by first class mail postage prepaid, to the Owners of Certificates which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Certificates so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. SECTION 13.06. Governing Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law of the State of California. SECTION 13.07. Binding Effect; Successors. This Trust Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Whenever in this Trust Agreement either the Agency,the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the -36- covenants and agreements in this Trust Agreement contained by or on behalf of the Agency, the City,the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 13.08. Agency and City Representatives. Whenever under the provisions of this Trust Agreement the Agency or the City is required or permitted to take some action, including but not limited to the giving of any approval or the execution of some request, direction or other instrument, such action shall be made on behalf of the Agency by a Agency Representative and on behalf of the City by a City Representative, and any party hereto shall be fully authorized to rely upon any such action by a Agency Representative or a City Representative. SECTION 13.09. Execution in Counterparts. This Trust Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same agreement. SECTION 13.10. Delivery of Cancelled Certificates. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee of any Certificates, the Trustee shall cancel and, unless directed in writing by the City Representative, destroy such Certificates and shall deliver a certificate of destruction with respect thereto to the City. SECTION 13.11. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Trust Agreement. All references herein to "Articles", "Sections", and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; and the words "herein", "hereof", "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article,Section or subdivision hereof. SECTION 13.12. Waiver of Notice. Whenever in this Trust Agreement the giving of notice by mail or otherwise is required,the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 13.13. Separability of Invalid Provisions. In case any one or more of the provisions contained in this Trust Agreement or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Trust Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Trust Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Trust Agreement may be held illegal, invalid or unenforceable. -37- IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the date and year first above written. CITY O HUNTINGTON BEACH By Mayor By !77 City Administrator (S E A L) Attest By — i��00' -�' 7 City Clerk Approved as to for By Deputy City Attorney REDEVELOPMENT AGENCY OF THE CITY OF HU INGTON BEACH By Chairma By Executive Director (S E A L) Attest By Approved as to fo By Deputy Agency Attorney FIRST INTERSTATE BANK,LTD , as Trustee By Vice President By Assistant Vice President -38- IN WITNESS WHEREOF,the parties have executed this Trust Agreement as of the date and year first above written. CITY OF HUNTINGTON BEACH By Mayor By City Administrator (SEAL) Attest: By City Clerk Approved as to form- By City Attorney REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Chairman By Executive Director (S E A L) Attest- By Secretary Approved as to form By Agency Counsel FIRST INTERSTATE BANK,LTD , as Trustee By qblo�jl ice President By Y� ,'Assistant Vice President -38- 18019-33-Trust Agreement MHW CFA jaj jev FINAL EXHIBIT A FORM OF CERTIFICATE OF PARTICIPATION 1991 REFUNDING CERTIFICATE OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct,Undivided Fractional Interest of the Owner Hereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH RATE OF INTEREST. MATURITY DATE: ORIGINAL ISSUE DATE. CUSIP September 1, 1991 REGISTERED OWNER. PRINCIPAL AMOUNT: THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered assigns, as the registered owner (the "Registered Owner") of this Certificate of Participation (this "Certificate") is the owner of a direct,undivided fractional interest in lease payments (the "Lease Payments")payable under the Fast Amended and Restated Lease Agreement dated as of September 1, 1991, (the "Lease") by and between the Redevelopment Agency of the City of Huntington Beach,a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and the City of Huntington Beach, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), which Lease Payments and certain other rights and interests under the Lease have been assigned to First Interstate Bank, Ltd., as trustee (the "Trustee"), having a corporate trust office in Los Angeles,California(the "Trust Office") The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Lease, on the Maturity Date identified above,or any earlier redemption date,the Principal Amount identified above representing a direct, undivided fractional share of the portion of the Lease Payments designated as principal,and to receive on March 1, 1992, and semiannually thereafter on September 1 and March 1 of each year(the "Interest Payment Dates") until payment in full of said principal, the Registered Owner's direct, undivided fractional share of the Lease Payments designated as interest coming due during the period immediately preceding each of the Interest Payment Dates. Interest represented hereby shall be payable from the Interest Payment Date next preceding the date of execution of this Certificate unless (a) this Certificate is executed after the close of business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date and on or before such Interest Payment Date,in which event interest shall be payable from such Interest Payment Date, or(b) unless this Certificate is executed on or before February 15, 1992, in which event interest shall be payable from the Original Issue Date identified above. The Registered Owner's share of the portion of the Lease Payments designated as interest is the result of the multiplication of the aforesaid share of the portion of the Lease Payments designated as principal by the Rate of Interest per annum identified above, calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal represented hereby is payable in lawful money of the United States of America, upon presentation and surrender hereof at the Trust Office of the Trustee, and interest represented hereby is payable by check or draft mailed by the Trustee on each Interest Payment Date to the Registered Owner at such Owner's address as it appears on the registration books of the Trustee as of the close of business on the fifteenth (15th) day of the preceding month. This Certificate has been executed and delivered by the Trustee pursuant to the terms of a Trust Agreement by and among the Trustee, the Agency and the City, dated as of September 1, 1991 (the "Trust Agreement"). The City has certified that it is authorized to enter into the Lease and the Trust Agreement under the laws of the State of California,for the purpose of leasing from the Agency certain land and improvements used for the municipal purposes of the City (the "Project"). Reference is hereby made to the Lease and the Trust Agreement (copies of which are on file at the Trust Office of the Trustee) for a description of the terms on which the Certificates are delivered, the rights thereunder of the owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the City under the Lease,to all of the provisions of the Lease and the Trust Agreement the Registered Owner of this Certificate, by acceptance hereof, assents and agrees. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE. The City has certified, recited and declared that all things, conditions and acts required by the laws of the State of California, the Lease and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, this Certificate has been executed and delivered by First Interstate Bank,Ltd., as trustee, acting pursuant to the Trust Agreement. Execution Date: FIRST INTERSTATE BANK,LTD., as Trustee By Authorized Signatory -2- (FORM OF REVERSE OF CERTIFICATE) The City is obligated under the Lease to pay the Lease Payments for the Project from any source of available funds, subject to certain exceptions as set forth in the Lease. As more fully described in the Lease,the Lease Payments are subject to abatement during any period in which by reason of damage or destruction to the Project in whole or in part, or by reason of eminent domain proceedings with respect to the Project in whole or in part,there is substantial interference with the use and occupancy by the City of the Project or any portion thereof; such abatement shall be in an amount agreed upon by the City and the Agency such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining portions of the Project. The obligation of the City to pay the Lease Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay the Lease Payments does not constitute a debt of the City, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Certificates maturing on or before September 1, 1999, are not subject to optional prepayment prior to their respective stated maturities. The Certificates maturing on or after September 1, 2000, are subject to optional prepayment in whole, or in part among maturities on a pro rata basis and by lot within a maturity, on any date on or after September 1, 1999, from prepayments of the Lease Payments made at the option of the City pursuant to the Lease, at a prepayment price (expressed as a percentage of the principal amount to be prepaid),together with accrued interest represented thereby to the date fixed for prepayment, as follows- Prepayment Period Prepayment (Dates Inclusive) Price September 1, 1999 through August 31, 2000 102.0% September 1, 2000 through August 31, 2001 101.0 September 1,2001 and thereafter 100.0 The Certificates are subject to mandatory prepayment on any Interest Payment Date, in whole, or in part among maturities on a pro rata basis and by lot within a maturity, from the net proceeds of insurance or eminent domain proceedings with respect to the Project credited towards the prepayment of the Lease Payments by the City pursuant to the Lease, at a prepayment price equal to 100% of the principal amount to be prepaid, together with accrued interest represented thereby to the date fixed for prepayment, without premium. The Certificates maturing on September 1, 2021, are also subject to mandatory sinking fund prepayment by lot on September 1 in each year beginning September 1, 2008, from the principal components of the Lease Payments required to be paid with respect to each of such dates, at a prepayment price equal to 100% of the principal amount to be prepaid, together with accrued interest represented thereby to the prepayment date, without premium, as follows -3- Sinking Fund Sinking Fund Prepayment Date Principal Amount Prepayment Date Principal Amount (September 1) To Be Prepaid (September 1) To Be Prepaid 2008 $ 180,000 2015 $ 285,000 2009 190,000 2016 305,000 2010 205,000 2017 330,000 2011 220,000 2018 350,000 2012 235,000 2019 375,000 2013 250,000 2020 400,000 2014 265,000 2021 (Maturity) 430,000 As provided in the Trust Agreement, notice of prepayment shall be mailed by the Trustee by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days before the prepayment date, to the registered owners of the Certificate to be prepaid, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for prepayment or the cessation of accrual of interest represented thereby. If this Certificate is called for prepayment and payment is duly provided therefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. This Certificate is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee,but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Trust Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new Certificate or Certificates, of authorized denomination or denominations, representing the same aggregate principal amount and representing the same rate of interest, will be delivered to the transferee in exchange herefor. The City, the Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the City,the Agency and the Trustee shall not be affected by any notice to the contrary. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal amount of the Certificates then outstanding, and may be amended without such consent under certain circumstances; provided that no such amendment shall extend the fixed maturity of any Certificate or reduce the interest or principal represented thereby, without the express consent of the owner of such Certificate. The Trustee has no obligation or liability to the owners of the Certificate to make any payment of the interest,principal or premium(if any)represented by the Certificates, other than as provided in the Trust Agreement from the Lease Payments and amounts credited thereto received or held by the Trustee. The recitals herein shall be taken as statements of the Agency and the City and not of the Trustee. -4- (FORM OF ASSIGNMENT) For value received the undersigned do(es) hereby sell, assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within registered Certificate and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated Signature Guaranteed Note- Signature(s) must be guaranteed by a member Note- The signature(s) on this Assignment must firm of the New York Stock Exchange or any national correspond with the name(s) as written on the face stock exchange or a commercial bank or trust company. of the within Certificate in every particular,without alteration or enlargement or any change whatsoever. -5- 18019-33-Escrow K 7HHW CFA jaj jev FINAL ESCROW DEP®SIT AND TRUST AGREEMENT by and between the CITY OF HUNTINGTON BEACH and FIRST INTERSTATE BAND OF CALIFORNIA Dated as of September 1, 1991 Relating to $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens housing Project) Page TABLE OF CONTENTS Section 1 Definition of Federal Securities ... . .. . ...... ... ... ... . ............2 Section 2 Establishment of Escrow Fund.. .. . . ..... .... . 2 Section 3 Deposit into Escrow Fund, Investment of Amounts . ..... ..... ... . ... . 2 Section 4 Instructions as to Application of Deposit 2 Section 5 Investment of Any Remaining Moneys...... 2 Section 6. Substitution or Withdrawal of Federal Securities... .......... ......... . . ....... .... ...3 Section 7 Application of 1984 Funds .. .. . ... ... ..... .. .. ...... .........3 Section 8 Application of Certain Terms of 1984 Trust Agreement .. . . ..... .......... ..... 3 Section 9 Proceedings for Prepayment of 1984 Certificates ....... .. ........ 3 Section 10. Compensation to 1984 Escrow Bank ... .. ........... ....... . . .......... ..........3 Section 11 Immunities and Liabilities of 1984 Escrow Bank .... . . . .. .. ...... . .........4 Section 12 Amendment...... . .......... . . ....... . . .. ....... . ........ 5 Section 13 Execution in Counterparts . ..... . ........ .. . .. .. ........ . . ........ . 5 EXHIBIT A - SCHEDULE OF ORIGINAL FEDERAL SECURITIES EXHIBIT B - PAYMENT AND PREPAYMENT SCHEDULE OF 1984 LEASE PAYMENTS -i- ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agreement") is made and entered into as of this 1st day of September, 1991, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California (the "City"), and FIRST INTERSTATE BANK OF CALIFORNIA, a banking corporation organized and existing under the laws of the State of California, acting as trustee for the 1984 Certificates hereinafter referred to and acting as escrow bank hereunder(the"1984 Escrow Bank"); WlTNE SSE TH: WHEREAS, the City and the Redevelopment Agency of the City of Huntington Beach (the "Agency") have heretofore entered into that certain Lease Agreement, dated as of May 1, 1984, by and between the Agency as lessor and the City as lessee, (the "1984 Lease") with respect to the land and facilities constituting the Emerald Cove Senior Citizens Housing Project as described more fully therem, and WHEREAS,the City has determined that it is in the economic interests of the City at this time to provide for the refinancing of the City's lease payments (the "1984 Lease Payments") payable under the 1984 Lease and to provide additional funds to the City to finance the acquisition, construction and improvement of various facilities and land to be used for the municipal purposes of the City, and to that end the Agency and the City have entered into that certain First Amended and Restated Lease Agreement dated as of September 1, 1991 (the"Lease Agreement"); and WHEREAS, for such purposes the Agency proposes to assign and transfer to First Interstate Bank, Ltd., as trustee (the "1991 Trustee") certain of its rights under the Lease Agreement, and in consideration of such assignment and the execution of the Trust Agreement dated as of September 1, 1991 (the "1991 Trust Agreement") by and among the City, the Agency and the 1991 Trustee, the 1991 Trustee has agreed to execute and deliver $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) each evidencing a direct, undivided fractional interest in the Lease Payments(the 1991 Lease Payments")to be made by the City under the Lease Agreement, and WHEREAS, the 1984 Escrow Bank acts as trustee under and with respect to that certain Trust Agreement dated as of May 1, 1984, by and among the 1984 Escrow Bank, the Agency and the City (the "1984 Trust Agreement"), relating to the $4,600,000 aggregate principal amount of certificates of participation dated as of May 1, 1984, representing the lease payments payable by the City under the 1984 Lease(the"1984 Certificates"); and WHEREAS, the City and the 1984 Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys and Federal Securities to provide for the payment and prepayment of the 1984 Lease Payments and the 1984 Certificates in full, pursuant to and in accordance with the provisions of Section 10.1 of the 1984 Lease and Section 14.01 of the 1984 Trust Agreement. NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities" shall mean any direct general non-callable obligations of the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America. Section 2. Establishment of Escrow Fund. There is hereby created the Escrow Fund to be held by the 1984 Escrow Bank as an irrevocable escrow securing the payment of the 1984 Lease Payments as hereinafter set forth. All cash and Federal Securities in the Escrow Fund are hereby irrevocably pledged as a special fund for the payment of the principal and interest represented by the 1984 Certificates in accordance with the provisions of the 1984 Trust Agreement. If at any time the 1984 Escrow Bank shall receive actual knowledge that the cash and Federal Securities in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the 1984 Escrow Bank shall notify the City of such fact and the City shall immediately cure such deficiency from any source of legally available funds. Section 3. Deposit into Escrow Fund; Investment of Amounts. Concurrently with delivery of the 1991 Certificates, the City shall cause to be transferred to the 1984 Escrow Bank for deposit into the Escrow Fund the amount of $5,075,971.73 in immediately available funds, derived as follows- (a) from the proceeds of sale of the 1991 Certificates in the amount of $4,917,512.55, and (b) from the Lease Payment Fund established pursuant to Section 5.02 of the 1984 Trust Agreement (the "1984 Lease Payment Fund") in the amount of $158,459.18. The 1984 Escrow Bank shall have no lien upon or right if set off against the Federal Securities and cash at any time on deposit in the Escrow Fund. The 1984 Escrow Bank shall invest the moneys deposited into the Escrow Fund pursuant to the preceding paragraph as follows- (a) the amount of$5,074,580.50 shall be invested in the Federal Securities described in Exhibit A hereto, and (b) the remainder of such moneys shall be held in cash uninvested The Federal Securities and cash shall be deposited with and held by the 1984 Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. Section 4. Instructions as to Application of Deposit. The total amount of Federal Securities and cash deposited in the Escrow Fund pursuant to Section 3 shall be applied by the 1984 Escrow Bank for the sole purpose of paying the 1984 Lease Payments on December 1, 1991 and on each succeeding June 1 and December 1 to and including June 1, 1994, all at the times and in the amounts set forth in Exhibit B attached hereto and by this reference incorporated herein. Such payments of the Lease Payments shall be applied to the payment of outstanding 1984 Certificates as the same become due and payable. Section 5. Investment of Any Remaining Moneys. At the written direction of the City, the 1984 Escrow Bank shall invest and reinvest any proceeds received from any of the Federal Securities acquired pursuant to Section 3 (the "Original Federal Securities"), and the cash originally deposited into the Escrow Fund, for a period ending not later than the date on which such proceeds or cash are required for the purposes specified in Section 4, in Federal Securities, provided, however, that with respect to any such reinvestment, such written directions of the City shall be accompanied by an opinion of nationally recognized bond counsel ('Bond Counsel") that investment in accordance with such directions will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest represented by the 1984 Certificates or the 1991 Certificates. In the event any such investment or reinvestment is required to be made in United States Treasury Securities - State and Local Government Series, the City shall at its cost cause to be prepared all necessary subscription forms therefor in sufficient time to enable the 1984 Escrow Bank to acquire such securities. In the event that the City shall fail to file any such written directions with the 1984 Escrow Bank concerning the reinvestment of any such proceeds, such proceeds shall be held uninvested by the 1984 Escrow Bank. Any interest income resulting from -2- investment or reinvestment of moneys pursuant to this Section 5 shall be paid to the City promptly upon the receipt of such interest income by the 1984 Escrow Bank. Section 6. Substitution or Withdrawal of Federal Securities. The City may at any time direct the 1984 Escrow Bank to substitute Federal Securities for any or all of the Onginal Federal Securities then deposited in the Escrow Fund, or to withdraw and transfer to the City any portion of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution or withdrawal shall be accompanied by. (a) a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of withdrawal the Federal Securities to be remaining in the Escrow Fund following such withdrawal together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 4, and (b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for Federal income tax purposes the exclusion from gross income for federal income tax purposes of the interest represented by the 1984 Certificates or by the 1991 Certificates. In the event that, following any such substitution of Federal Securities pursuant to this Section 6,there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 4, such excess shall be paid to the City. Section 7. Application of 1984 Funds. On the date of original delivery of the 1991 Certificates, the 1984 Escrow Bank shall (a) withdraw from the 1984 Lease Payment Reserve Fund and transfer to the 1991 Trustee the amount of$38,969.86, to be deposited into the Reserve Fund established under the 1991 Trust Agreement (the "1991 Reserve Fund") (b) withdraw from the 1984 Interest Reserve Fund and transfer to the 1991 Trustee the amount of$211,837.29, to be deposited into the 1991 Reserve Fund, and (c) withdraw from the 1984 Lease Payment Fund and transfer to the Escrow Fund the amount of$158,459.18. Any amounts remaining on deposit in any of the funds and accounts established under the 1984 Trust Agreement following such transfers shall be withdrawn therefrom by the 1984 Escrow Bank and paid to the 1991 Trustee for deposit in the Lease Payment Fund established under the 1991 Trust Agreement. Section 8. Application of Certain Terms of 1984 Trust Agreement. All of the terms of the 1984 Trust Agreement relating to the making of payments of principal and interest represented by the 1984 Certificates are incorporated in this Agreement as if set forth in full herein. Section 9. Compensation to 1984 Escrow Bank. The City shall pay the 1984 Escrow Bank full compensation for its duties under this Agreement,including out-of-pocket costs such as publication costs, prepayment expenses, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. Section 10. Immunities and Liabilities of 1984 Escrow Bank. (i) The 1984 Escrow Bank undertakes to perform only such duties as are expressly and specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the 1984 Escrow Bank. (ii) The 1984 Escrow Bank shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The 1984 Escrow Bank shall have no duty or responsibility under this Agreement in the case of any default in the performance of the covenants or agreements contained in the 1984 Trust Agreement. -3- (111) The 1984 Escrow Bank may consult with counsel of its own choice (which may be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (iv) The 1984 Escrow Bank shall not be responsible for any of the recitals or representations contained herein. (v) The 1984 Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest, or premiums, if any,represented by the 1984 Certificates. (vi) The 1984 Escrow Bank shall not be liable for any action or omission of the City under this Agreement or the 1984 Trust Agreement. (vii) Whenever in the administration of this Agreement the 1984 Escrow Bank 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,in the absence of negligence or willful misconduct on the part of the 1984 Escrow Bank, be deemed to be conclusively proved and established by a certificate of an authorized representative of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the 1984 Escrow Bank,be full warrant to the 1984 Escrow Bank for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (viii) The 1984 Escrow Bank may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified, in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the 1984 Escrow Bank signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. (ix) The 1984 Escrow Bank may at any time resign by giving written notice to the City of such resignation. The City shall promptly appoint a successor 1984 Escrow Bank by the resignation date. Resignation of the 1984 Escrow Bank will be effective upon acceptance of appointment by a successor 1984 Escrow Bank. If the City does not appoint a successor, the 1984 Escrow Bank may petition any court of competent jurisdiction for the appointment of a successor 1984 Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor 1984 Escrow Bank. After receiving a notice of resignation of a 1984 Escrow Bank, the City may appoint a temporary 1984 Escrow Bank to replace the resigning 1984 Escrow Bank until the City appoints a successor 1984 Escrow Bank. Any such temporary 1984 Escrow Bank so appointed by the City shall immediately and without further act be superseded by the successor 1984 Escrow Bank so appointed. (x) The City covenants to indemnify and hold harmless the 1984 Escrow Bank against any loss, liability or expense, including legal fees, in connection with the performance of any of its duties hereunder, except the 1984 Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct. Section 11. Amendment. This Agreement may be amended by the parties hereto, but only if there shall have been filed with the City and the 1984 Escrow Bank a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the 1984 Certificates or the 1991 Certificates, and that such amendment will not cause interest represented by the 1984 Certificates or the 1991 Certificates to become includable in the gross income of the owners thereof for federal income tax purposes. -4- Section 12. Execution in Counterparts. This Agreement 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 13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. -5- IN WITNESS WHEREOF, the City and the 1984 Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written CITY OF HUNTINGTON BEACH By � City Administrator Attest: City Clerk FIRST INTERSTATE BANK OF CALIFORNIA, as 1984 Escrow Bank z By Authorized Officer -6- EXHIBIT A SCHEDULE OF ORIGINAL FEDERAL SECURITIES Tvne Maturity Date Interest Rate Par Amount Cost U.S. Treasury Note* November 15, 1991 0.00% $195,000 $193,566.75 U.S. Treasury Note* May 15, 1992 0.00 195,000 188,270.55 U.S. Treasury Note November 15, 1992 7.75 195,000 204,463.86 U.S. Treasury Note May 15, 1993 7.625 205,000 215,368.37 U.S. Treasury Note November 15, 1993 7.75 210,000 221,569.97 U.S. Treasury Note* May 15, 1994 0.00 4,815,000 4,051,341.00 * Consisting of interest coupons stripped from U.S.Treasury Notes. A-1 EXHMIT B PAYMENT AND PREPAYMENT SCHEDULE OF 1984 LEASE PAYMENTS Payment Date Principal Interest Total Pam December 1, 1991 0 218,500.00 218,500.00 June 1, 1992 0 218,500.00 218,500.00 December 1, 1992 0 218,500.00 218,500.00 June 1, 1993 0 218,500.00 218,500.00 December 1, 1993 0 218,500.00 218,500.00 June 1, 1994 4,600,000* 218,500.00 4,818,5000.67 B-1 �'[Ie�rme fa THE CITY OF HUNTINGTON BEACH The document you are viewing contains additional information that is not possible to produce electronically . For information on how to locate this document for viewing , please contact or visit the City Clerk's Office for assistance . 2000 Main Street 2nd Floor — City Hall Huntington Beach CA 92648 (714) 536-5227 18019M JHHW cFA KML 9/2"i $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF MAILING I, Jennifer E Viksten, of Jones Hall Hill &White, A Professional Law Corporation, hereby certify as follows That, for and on behalf of the City of Huntington Beach, on the date hereof, I caused to be mailed a Report of Final Sale relating to the captioned financing, postage prepaid,to the California Debt Advisory Commission, Post Office Box 942809, Sacramento, California 94209-0001, a true copy of which Report is hereto attached Dated September 26, 1991 By 0 Jean`er E. Viksten, Jones,Hall Hill &White, A Professional Law Corporation REPORT OF FINAL SALE CDAC# 91-1117 California Debt Advisory Commission 915 Capitol Mall, Room 400, Sacramento, CA 95514 P.O. Box 942809, Sacramento, CA 94209-0001 (916) 324-2555 Completion of this form is requested to provide information which was not available when the'Report of Proposed Debt Issuance" was filed with the CDAC or to verify information which was reported as "proposed" Additionally, please send a copy of the official statement (or offering circular) with this form to the CDAC. NAME OF ISSUER: CITY OF HUNTINGTON BEACH ISSUE NAME: 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) OFFICIAL STATEMENT: ®Enclosed ❑ To be sent ❑None available SALE DATE: September 5, 1991 PRINCIPAL AMOUNT SOLD: $5,740,000.00 IS THE INTEREST ON THE DEBT EXEMPT FROM TAXATION? Under State Law: ❑NO(taxable) ®YES(tax-exempt) Under Federal Law. ❑NO(taxable) ®YES(tax-exempt) If the issue is Federally tax-exempt,is interest a specific preference item for the purpose of alternative minimum tax? ❑Yes,preference item ®No,not a preference item IS ANY PORTION OF THE DEBT FOR REFUNDING? [11 ]No ®Yes, amount of this issue(including costs)which is for refunding of existing debt $4,917,512 55 UNDERWRITER OR PURCHASER: Stone&Youngberg FINANCIAL ADVISOR: Kelhng,Northcross&Nobnga,Inc INDICATE CREDIT RATING: (For example, "AAA" or "Aaa") ®RATED Standard&Poor's: Fitch* Moody's. Al Other: ❑NOT RATED WAS THE ISSUE INSURED OR GUARANTEED? ®No ❑Bond insurance ❑Letter(s)of credit ❑Other GUARANTOR'S NAME. INTEREST COST: 6.96634 % ❑TIC ®NIC ❑Variable(Please specify) r IF NEGOTIATED SALE, INDICATE GROSS SPREAD: $80,647 00 FINANCIAL ADVISOR FEE: BOND COUNSEL FEE: OTHER COSTS OF ISSUANCE PAID BY THE ISSUER: (For example, advertising, printing, bond registration, bond rating, etc Please specify amount and purpose) I Section 53583(c)(2)(B) of the California Government Code requires that any local agency selling refunding bonds at private sale or on a negotiated basis shall send a written statement,without two week after the bonds are sold, to the CDAC explaining the reasons why the lcoal agency determined to sell the bonds at private sale or on a negotiated basis instead of at public sale 9/5/91 CDAC: Report of Final Sale Page 2 MATURITY SCHEDULE: (Please complete if an official statement is not submitted with tlus form) Maturity Date Amount Interest Rate 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name of individual (representing ®Bond Counsel, ❑Issuer, ❑Financial Advisor, or ❑ Lead Underwriter) who completed this form and may be contacted for information: Name: Charles F Adams, Esy Firm/Agency: Jones Hall Hill &White Address: Four Embarcadero Center, I% Floor, San Francisco, CA 94111 Phone: (415) 391-5780 Date of Completion: September 26, 1991 Contact person at issuing jurisdiction,if different from above: Name: Mr Robert J Franz Title: Deputy City Admuustrator/Admmistrarive Services Address: 2000 Main Street,, Huntington Beach,CA 92648 Phone: (714) 536-5228 Name of the individual to whom an invoice for the CDAC notification fee should be sent: Name: Mr Ed Schilling Firm: Stone & Youngberg Address: One California Street, Suite 2800, San Francisco, CA 94111 Phone: (415) 981-1314 2 This fee is authorized by Section 8856 of the California Government Code 9/5/91 18019-33 JHHW CFA KML 9/19/91 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY The undersigned hereby state and certify. (i) that they are the duly elected or appointed, qualified and acting Mayor and City Clerk, respectively, of the City of Huntington Beach, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and as such, are familiar with the facts herein certified and are authorized and qualified to certify the same, (u) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected or appointed, qualified and acting members of the City Council of the City, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names. Date of Beginning Date of Ending Members of Current Term of Current Term Peter Green November, 1988 November, 1992 Jim Silva November, 1988 November, 1992 Jack Kelly November, 1990 November, 1994 Don MacAllister November, 1988 November, 1992 Linda Moulton-Patterson November, 1990 November, 1994 Earl Robitaille November, 1990 November, 1994 Grace Wmchell November, 1990 November, 1994 (ui) that the signatures set forth opposite the names of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated below Name/Title Signature Peter Green Mayor Michael T Uberuaga, City Administrator Name/Title i I ur Robert J. Franz, Deputy City Administrator/ Administrative Services ' Dan T Villella, Director of Finance Connie Brockway, City Clerk ;L 06ZVW,�:, (iv) that, for and on behalf of the City, the within-named Mayor and City Ad nistrator have executed and the within-named City Clerk has attested to each of the following agreements (a) First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency"), as lessor and the City, as lessee, (b) Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City, as lessee, and (c) Trust Agreement, dated as of September 1, 1991, by and among First Interstate Bank, Ltd., as trustee (the "Trustee"), the Agency and the City; (v) that, for and on behalf of the City, the within-named City Administrator has executed and the within-named City Clerk has attested to that certain Escrow Deposit and Trust Agreement, dated as of September 1, 1991, by and between the City and First Interstate Bank of California, as escrow bank; (vi) that, for and on behalf of the City, the within-named City Administrator has executed that certain Official Statement, dated September 9, 1991, relating to the above- captioned 1991 Refunding Certificates of Participation executed and delivered this date by the Trustee; and (vii) that, for and on behalf of the City, the within-named Deputy City Administrator/Administrative Services has executed that certain Purchase Agreement, dated September 5, 1991, by and between the City and Stone & Youngberg, as underwriter. Dated September 26, 1991 CITY OF UNTINGTON BEACH Peter Green, Mayor [SEAL] By Connie Brockway City Clerk -2- $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH,CALIFORNIA As Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE AS TO ARBITRAGE I, the undersigned Director of Finance of the City of Huntington Beach, California (the "City'), being one of the officers of the City duly charged (by resolution of the City Council of the City), with others, with the responsibility for the delivery by the City of the First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Agreement"), by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency"), as lessor, and the City, as lessee, which Agreement is being delivered this date, hereby certify as follows: (1) Purpose of Agreement The Agreement is executed and delivered under and pursuant to the laws of the State of California to enable the City to lease certain low and moderate income housing facilities generally known as the Emerald Cove Senior Citizens Housing Project (the "Facilities") and thereby to provide for (i) the refunding on an advance basis of the obligation of the City to make lease payments (the "Prior Lease Payments") under an outstanding Lease Agreement, dated as of May 1, 1984 (the "Prior Agreement"), between the Agency, as lessor, and the City, as lessee, which Prior Agreement was entered into on June 19, 1984 for the purpose of financing the construction of the Facilities and provided for the Prior Lease Payments in a principal amount of$4,600,000 (which amount is outstanding and is being refunded on the date hereof) and with respect to which Prior Lease Payments, certificates of participation (the "Prior Certificates") were executed and delivered on the date of delivery of the Prior Agreement, and (n) the payment of costs of acquisition and construction of certain improvements (the "Improvements") more particularly described in the Certificate Regarding Use of Proceeds, dated the date hereof, executed by the undersigned and on file elsewhere in the transcript for the Agreement and the Certificates. Pursuant to the Agreement, the Agency agrees to lease the Facilities to the City for a total principal cost of $5,740,000, which amount does not exceed the fair market value of the Facilities determined on the basis of an independent appraisal included elsewhere in the transcript for the Certificates, and in consideration of such lease, the City agrees to make semiannual lease payments (the "Lease Payments") to the Agency or its assignee, which Lease Payments include an interest component. (2) Statement of Expectations On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Agreement and the proceeds thereof (a) Required Deposit Under Agreement Under the Agreement, the Agency is required to deposit, or cause to be deposited on its behalf, with First Interstate Bank, Ltd , as trustee (the "Trustee"), the amount of $5,740,000, less original issue discount and underwriter's discount on the sale of certificates of participation, plus accrued interest from the date of the Agreement to the date hereof (see subparagraphs (b) and (c)below). V Certificates of Participation Pursuant to an Assignment Agreement, dated as of September 1, 1991, the Agency has assigned its rights to receive Lease Payments to the Trustee and, pursuant to a Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), the Trustee has agreed to prepare and deliver to the purchasers thereof certificates�of participation (the "Certificates") evidencing direct, undivided and fractional interests of the owners thereof in the Lease Payments to be made by the City. Amounts received from the sale of the Certificates will be deposited by the Trustee in the respective funds and in the respective amounts set forth in subparagraph(c) below (c) Net Proceeds Amount and Deposit. The Certificates were sold to Stone & Youngberg (the "Underwriter"), at their face amount ($5,740,000), less Underwriter's discount of $80,647 00, less original issue discount of $22,227.00, plus accrued interest of$26,844 62, for total net proceeds of $5,663,970 62 Of said amount, $26,844 62 (representing said accrued interest) will be deposited in the Lease Payment Fund, $211,142 85 will be deposited in the Reserve Fund, $114,166 65 will be deposited in the Costs of Issuance Fund, and the remaining $5,311,816.50 will be deposited in the Program Fund The net proceeds of the Certificates, together with interest earnings thereon, except to the extent that such interest earnings are required to be rebated to the federal government, will not exceed the amount necessary for the governmental purposes of the Agreement, namely, the purposes specified in paragraph(1) (d) Costs of Issuance Fund Use and Investment The proceeds of the Certificates deposited in the Costs of Issuance Fund will be used for the payment of legal fees, printing costs and other costs of preparation and delivery of the Certificates and the Agreement and will be fully expended within one hundred fifty (150) days of the date hereof. Amounts deposited in the Costs of Issuance Fund, if invested, will be invested without yield restrictions Interest earnings and profits resulting from said investment will be retained in the Costs of Issuance Fund and used for the purposes thereof Amounts, if any, remaining in the Costs of Issuance Fund on the earlier of payment of delivery costs in full or February 1, 1992, will be deposited in the Lease Payment Fund and applied as a credit against Lease Payments (e) Refunding Schedules At the request of the City, the schedules included elsewhere in the transcript for the Certificates (the "Schedules") have been prepared by the Underwriter and verified by Ernst & Young, independent certified -2- public accountants, for the purpose of detailing all relevant aspects of the refunding program The Schedules are incorporated herein by this reference. (f) Refunding Escrow Fund Use and Investment. Of the proceeds of the Certificates deposited in the Program Fund, $4,917,512.55 will be transferred to First Interstate Bank of California, as trustee for the Prior Lease Payments and Prior Certificates and as escrow holder (the "Escrow Holder") pursuant to an Escrow Deposit and Trust Agreement, dated as of September 1, 1991 (the "Escrow Agreement"), between the City and the Escrow Holder, and will be deposited by the Escrow Holder in the escrow fund created for payment of the Prior Lease Payments and Prior Certificates (the "Escrow Fund"). Pursuant to the Escrow Agreement, concurrently with the deposit of proceeds of the Certificates in the Escrow Fund, the City shall cause the Escrow Holder to transfer to the Escrow Fund $158,459.18 from the lease payment fund created for the Prior Lease Payments and Prior Certificates (the "Prior Lease Payment Fund"), being a total of $5,075,971.73 deposited in the Escrow Fund Of said total amount deposited into the Escrow Fund, $5,074,580.50 (representing the proceeds of the Certificates and a portion of the amount transferred from the Prior Lease Payment Fund) will be invested in certain open market federal securities producing a yield not in excess of the yield of the Lease Payments (which yield is less than the yield of the Prior Lease Payments) and the remaining $1,391.23 (representing the remaining amount transferred from the Prior Lease Payment Fund) will be retained in cash and not invested. Amounts deposited in the Escrow Fund will be used to pay the interest component of the Prior Lease Payments and interest payable with respect to the Prior Certificates through June 1, 1994 (there being no principal due prior to such date), and on said date will be used to pay the principal component of the Prior Lease Payments and principal with respect to the Prior Certificates Said date is the maturity of the Prior Agreement and the Prior Lease Payments may not be prepaid, and the Prior Certificates may be redeemed, on an optional basis prior to said date Amounts transferred to the Escrow Fund from the funds created for the Prior Lease Payments and Prior Certificates will be expended for payment of the Prior Lease Payments and Prior Certificates before any proceeds of the Certificates deposited in the Escrow Fund are expended for such purpose. (g) Reserve Fund Use and Investment Concurrently with the deposit of proceeds of the Certificates in the amount of $211,142 85 in the Reserve Fund, the Escrow Holder will transfer to the Trustee for deposit the the Reserve Fund the amount of $38,969 86 from the reserve fund created for the Prior Lease Payments and the Prior Certificates (the "Prior Lease Payment Reserve Fund") and $211,837 29 from the interest reserve fund created for Prior Lease Payments and the Prior Certificates (the "Prior Interest Reserve Fund"), being a total of $250,807.15 transferred from funds created for the Prior Lease Payments and Prior Certificates and a total deposit of$461,950 00 into the Reserve Fund created for the Lease Payments and Certificates, which amount equals the 'Reserve Requirement", being maximum annual Lease Payments The Reserve Requirement is less than ten percent (10%) of the reoffering proceeds of the Certificates (see subparagraph (q) below), less than one hundred and twenty-five percent (125%) of average annual average Lease Payments and less than ten percent (10%) of the face amount of the Certificates (the net proceeds of the Certificates, as referenced in subparagraph (c) above, being more than ninety-eight percent (98%) of the face amount of the Certificates) The Underwriter has -3- represented that the establishment of the Reserve Fund in the amount of the Reserve Requirement was vital to the marketing of the Certificates and reasonably required to assure the payment of Lease Payments Of the Reserve Requirement, 92 58 percent (being$427,658 77) is allocable to the portion of the Lease Payments and the Certificates to be used for the refunding of the Prior Lease Payments and Prior Certificates and 7.42 percent(being$34,291 23) is allocable to the portion of the Lease Payments and the Certificates to be used for the Improvements, said percentages having been determined on the basis of (A) (i) the amount of the proceeds of the Certificates deposited in the Escrow Fund, and (ii) the amount of the proceeds of the Certificates to be used for the Improvements, as compared to (B) the sum of the amounts referenced in clauses (1) and (ii) Of the portion of the Reserve Requirement allocable to the refunding, the amount ($250,80715) transferred from the Prior Lease Payment Reserve Fund and from the Prior Interest Reserve Fund will be invested without yield restrictions and the remaining portion allocable to the refunding ($176,851.62) will be invested at a yield not in excess of the yield of the Lease Payments until June 1, 1994, and thereafter will be invested without yield restrictions. The portion of the Reserve Requirement allocable to the Improvements ($34,291.23) will be invested without yield restrictions Interest earnings and profits resulting from said investment will be retained in the Reserve Fund in the event that the amount on deposit in such Fund is less than the Reserve Requirement and otherwise will be deposited in the Lease Payment Fund and applied as a credit against Lease Payments. (h) No Remaining Amounts Following the transfers referenced in subparagraphs (f) and (g) above, no amounts remain in any funds or accounts created with the proceeds of the Prior Certificates or for the payment of the Prior Lease Payments or the Prior Certificates Excess proceeds, if any, of the Certificates allocable to the refunding of the Prior Agreement will not exceed one percent (1%) of the net proceeds of the Certificates allocable to the refunding of the Prior Agreement, less costs of execution and delivery of the Agreement and the Certificates so allocable. (i) Purpose of Refunding. The refunding of the Prior Agreement will enable a present value savings to the City The delivery of the Agreement and the refunding of the Prior Agreement will not enable the City to obtain a material financial advantage (based on arbitrage) apart from savings attributable to lower interest rates (1) First Advance Refunding Prior to the date hereof, the Prior Agreement has not been advance refunded (k) Improvements Account Established with City Following the transfer of proceeds of the Certificates from the Program Fund to the Escrow Fund as referenced in subparagraph (f) above, the remaining proceeds of the Certificates on deposit in the Program Fund ($394,303.95) will be transferred to the City for deposit by the City in a segregated account within the general funds of the City (the "Improvements Account"). The City will, within six (6) months of the date hereof enter into a contract for the Improvements in excess of two and one-half percent (2.5%) of the amount deposited in the Improvements Account which contract will constitute a substantial binding commitment of the City to commence and complete -4- the Improvements. The City will proceed with due diligence to completion which is expected by June 30, 1992 Amounts deposited in the Improvements Account will be invested without yield restricting for a period not in excess of three (3) years of the date hereof. Interest earnings and profits resulting from said investment will be retained in the Improvements Account and used for the purposes thereof Amounts deposited in the Program Fund will not be invested prior to said transfers (1) Lease Payment Fund Lease Payments paid by the City will be deposited in the Lease Payment Fund held by the Trustee and will be used by the Trustee to make semiannual payments due with respect to the Certificates The Lease Payment Fund has been established primarily to achieve a proper matching of revenues (consisting primarily of annual general fund appropriations and certain interest earnings) and debt service (that is, Lease Payments and payments with respect to the Certificates) in each year Amounts deposited in the Lease Payment Fund will be expended within a thirteen (13) month period beginning on the date of deposit, and the Lease Payment Fund will be depleted at least once a year except for a reasonable carryover amount not in excess of the greater of one-twelfth (1/12th) of annual Lease Payments or one year's earnings on said Fund Interest earnings and profits resulting from investment of said Fund will be retained in the Lease Payment Fund and applied as a credit against Lease Payments (m) General Funds Not A Sinking Fund The City will pay Lease Payments from current amounts in its general funds Moneys in the general funds of the City in excess of annual Lease Payments are not expected to be available to pay Lease Payments in the event of financial difficulties of the City. The general funds do not constitute sinking funds and, if invested, will be invested without yield limitations. (n) Insurance and Condemnation Fund Not To Be Used for Lease Payments The Insurance and Condemnation Fund is not expected to be used for the payment of Lease Payments and, if invested, will be invested without yield restrictions (o) Compliance with Rebate Requirement The City has covenanted in the Trust Agreement to comply with requirements for rebate of excess investment earnings to the federal government and hereby selects September 1, 1992, as the last day of the first bond year for the purposes of making computations of excess investment earnings The City acknowledges that the first payment of excess investment earnings, if any, is required to be rebated to the federal government no later than sixty (60) days after September 1, 1996. (p) Exclusion of Lease Payment Fund for Rebate Requirement. The Agreement will not constitute a "private activity bond" within the meaning of section 141(a) of the Internal Revenue Code of 1986 (the "Code"), the average maturity of the Certificates is greater than five (5) years and none of the interest rates applicable to the Certificates will vary during the term of the Agreement. As a consequence of the foregoing, investment earnings, if any, on the Lease Payment Fund will be excluded for the purposes of computation of the amount required to be rebated to the federal government as referenced in subparagraph (o) above without regard to total earnings on said Fund -5- (q) Yield of Lease Payments. The yield of the Lease Payments is 6.89256%, determined on the basis of regularly scheduled Lease Payments discounted to $5,744,617 62, representing the issue price and reoffering proceeds of the Agreement and the Certificates (being the face amount of the Certificates of $5,740,000, plus accrued interest of $26,844 62, less original issue discount of $22,227.00). The Underwriter has represented that (i) based upon reasonable expectations and actual facts which existed on September 6, 1991, being the date upon which the Certificates were sold to the Underwriter, the initial offering price of each maturity of the Certificates to the public (excluding bondhouses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which a substantial amount of each maturity of the Certificates was to be sold to the public on the date hereof is set forth on Exhibit A attached hereto and by this reference incorporated herein, and (ii) the Certificates of each maturity were actually offered to the general public in a bona fide public offering for the prices set forth in Exhibit A (r) Yield of Prior Lease Payments The yield of the Prior Lease Payments is 10.22782%, determined on the basis of regularly scheduled Prior Lease Payments discounted to $4,415,350 00, representing the principal amount of the Prior Lease Payments and Prior Certificates of$4,600,000, less underwriter's discount on the Prior Certificates of$126,500 00, less costs of execution and delivery of the Prior Certificates of $80,000 00, plus accrued interest of $21,850 00 The Prior Agreement and Prior Certificates were delivered before January 1, 1986 (s) No Pledged Funds, No Swaps Except as specified herein, no funds which have been or will be used to acquire directly or indirectly securities, obligations, annuity contracts or other investment-type property producing a yield in excess of the yield of the Lease Payments have been or will be pledged to the payment of Lease Payments, and no transaction has, or will be, entered into that will involve the direct or indirect use of proceeds of the Certificates for a swap of an obligation bearing a fixed rate of interest for a variable rate of interest or vice versa. (t) No Replacement Funds No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement funds) which are otherwise available to be used as a source of financing for any part of the refunding program, for reimbursement of any part of costs of the Facilities, for payment of any part of the costs of the Improvements or for Lease Payments and which have been or will be invested in securities, obligations, annuity contracts or other investment-type property having a yield in excess of the yield of the Lease Payments (u) No Early Issuance, Overissuance or Improper Financial Advantage. The transaction contemplated herein does not represent an exploitation of the difference between tax-exempt and taxable interest rates and the execution and delivery of the Agreement and the Certificates is not occurring sooner than otherwise necessary, nor is the Agreement in a principal amount greater than otherwise necessary or to be outstanding longer than otherwise necessary. -6- (v) Agreement and Prior Agreement Not Hedge Bonds The Agreement does not constitute a "hedge bond" in that at least eighty-five percent (85%) of the proceeds of the Certificates deposited in the Improvements Account will be used to carry out the governmental purposes of the Agreement (other than the purpose of refunding) within the three (3) year period beginning on the date hereof, and not more than fifty percent (50%) of the proceeds of the Certificates, if any (other than proceeds of the Certificates deposited in the Escrow Fund), are invested in investments having a substantially guaranteed yield for four (4) or more years. The Prior Agreement did not constitute a "hedge bond" in that at least eighty-five percent (85%) of the proceeds of the Prior Certificates were used to carry out the government purposes of the Prior Agreement within the three (3) year period beginning on the date of delivery of the Prior Agreement and not in excess of fifty percent (50%) of the proceeds of the Prior Certificates were invested in investments having a substantially guaranteed yield for four (4) or more years (3) No Adverse Ruling The City has not received notice that its Certificate as to Arbitrage may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner of the Internal Revenue Service is contemplated. On the basis of the foregoing, it is not expected that the proceeds of the Certificates will be used in a manner that would cause the Agreement to be an arbitrage bond within the meaning of section 148 of the Code and applicable regulations To the best of my knowledge, information and belief, the expectations herein expressed are reasonable and there are no facts, estimates or circumstances, other than those expressed herein, that would materially affect the expectations herein expressed IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of September, 1991. Dan T Villella, Director of Finance -7- EXHIBIT A Maturity Principal Interest (September 1) Amount Rate Price* 1992 $ 30,000.00 4.800% 100.000% 1993 75,000 00 5.100 100 000 1994 80,000 00 5.300 99.861 1995 80,000.00 5.600 100,000 1996 85,000.00 5.750 100 000 1997 90,000 00 5 800 99 500 1998 95,000 00 6 000 99.715 1999 100,000 00 6 000 99.064 2000 110,000.00 6100 98.979 2001 115,000 00 6200 98.901 2002 120,000 00 6 300 98 830 2003 130,000 00 6 400 98.765 2004 140,000 00 6 500 98 706 2005 150,000 00 6 500 97.758 2006 155,000 00 6 500 97.207 2007 165,000 00 6 500 96 631 2021 4,020,000.00 7 000 100 000 * Stated as a percentage of par, accrued interest,if any, is added Exhibit A-1 18019-33 JHHW CFA KML 9/1991 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH OFFICER'S CERTIFICATE OF THE CITY The undersigned hereby states and certifies: (1) that he is the duly appointed, qualified and acting Deputy City Administrator/Administrative Services of the City of Huntington Beach, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (u) that he is a duly designated "City Representative" of the City, as such term is defined,in that certain Trust Agreement, dated as of September 1, 1991 (the 'Trust Agreement"), by and among First Interstate Bank, Ltd , as trustee, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City, (ui) that, on August 19, 1991, the City Council of the City duly adopted Resolution No 6317 (the "Resolution"), entitled "A Resolution of the City Council of the City of Huntington Beach Approving Proceedings to Refinance the Emerald Cove Senior Citizens Housing Project, Authorizing Execution of Related First Amended and Restated Lease Agreement and Trust Agreement, Approving Delivery and Sale of Not to Exceed $6,000,000 Principal Amount of Certificates of Participation and Approving Related Agreements and Matters", which Resolution has not been amended, supplemented, modified, rescinded or repealed and remains in full force and effect as of the date hereof, (iv) that, by all necessary action, the City has duly authorized and approved the execution and delivery of the Official Statement, dated September 9, 1991 (the "Official Statement"), relating to the $5,740,000 aggregate principal amount of 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) (the "Certificates"), and the execution and delivery of, and the performance by the City of the obligations on its part contained in, the following agreements (collectively referred to herein as the "Agreements") (a) First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement"), by and between the Agency, as lessor and the City, as lessee, (b) Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City, as lessee, (c) Trust Agreement, (d) Escrow Deposit and Trust Agreement, dated as of September 1, 1991, by and between the City and First Interstate Bank of California, as escrow bank, and (e) Purchase Agreement, dated September 5, 1991, by and between Stone & Youngberg, as underwriter, and the City; (v) that the representations, warranties and covenants of the City contained in the Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof; (vi) that the City has complied with all of the terms and conditions of the Agreements required to be complied with by the City at or prior to the date hereof; (vii) that no event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto in which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (viii) that, except as disclosed in the Official Statement, no litigation is pending or threatened, either in state or federal courts- (a) to restrain or enjoin the sale, execution or delivery of the Certificates, or to restrain or enjoin the payment of Lease Payments under and as defined in the Lease Agreement, (b) in any way contesting or affecting the execution and delivery of the Certificates or the validity of the Certificates or the Agreements or the pledge or application of any monies or security provided for the payment of the Certificates, or (c) in any way contesting the existence or powers of the City or the title to office of the officers thereof, (ix) that all conditions, things and acts required by the laws of the State of California, the Lease Agreement and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law; (x) that the City is authorized to enter into the Lease Agreement and the Trust Agreement under the laws of the State of California, for the purpose of leasing from the Agency certain land and improvements used for municipal purposes of the City (the "Project"), (xi) that he has reviewed the Preliminary Title Policy issued by First American Title Insurance Company and all easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record will not materially impair the use of the Project for their intended purposes; (xii) that no default of Events of Default (as such term is defined in that certain Lease Agreement, dated as of May 1, 1984 (the "1984 Lease"), by and between the Agency and the City) has occurred or is continuing under the 1984 Lease and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such a default of Events of Default under the 1984 Lease; (xiii) that the City's employer identification number for federal tax purposes is 95-6000723; and -2- (xiv) that, for the calendar year 1991 and including the Information Return for Tax Exempt Governmental Obligations, Form 8038-G, filed with the Internal Revenue Service for the Lease Agreement, the City has filed two (2) Information Returns, Forms 8038-G, with the Internal Revenue Service, Philadelphia, Pennsylvania 19255 Dated, September 26, 1991 CITY OF HUNTING O BEACH obe -J. Franz, Administrator/Deputy Ci�Administrative Services -3- APPENDIX B RULE 15c2-12 CERTIFICATE The undersigned hereby certify and represent to Stone & Youngberg (the "Underwriter") that he or she is a duly appointed and acting officer of the City of Huntington Beach (the "City") and as such is to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the City to the Underwriter as follows- (1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the City of Huntington Beach 1991 Refunding Certificates of Participation (the "Certificates"). (2) In connection with the offering and sale of the Certificates, there has been prepared a Preliminary Official Statement, setting forth information concerning the Certificates and the issuers of the Certificates (the "Preliminary Official Statement") (3) As used herein, "Permitted Omissions" shall mean the offering prices(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Certificates depending on such matters and the identity of the underwriter(s), all with respect to the Certificates. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete except for the Permitted Omissions, provided that no representation is made as to the information contained in the Preliminary Official Statement describing the City. (5) If, at any time prior to the execution of the final contract of purchase, any event occurs as a result of which the Preliminary Official Statement might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall promptly notify the underwriter thereof; provided, however, that the City shall have such obligations with respect to information in the preliminary Official Statement concerning and supplied by the Underwriter only to the extent the City have actual knowledge or notice of any such event. IN WITNESS WHEREOF, we have hereunto set our hand this 5th day of September, 1991 CITY HUNTIN T-ON BEACH Title: Mayor B-1 18019M JHHW CFA KML 91 W1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE REGARDING USE OF PROCEEDS The undersigned does hereby state and certify as follows- (i) that they are the Deputy City Administrator/Administrative Services of the City of Huntington Beach (the"City") and the Principal Redevelopment Specialist of the Redevelopment Agency of the City of Huntington Beach (the "Agency"), respectively, are authorized to execute this certificate on behalf of the City and the Agency, respectively, and are knowledgeable with respect to the matters set forth herein, (u) that the City is, on the date hereof, entering into a$5,740,000 principal amount First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement"), by and between the Agency and the City; ' (iii) that of the proceeds of the Lease Agreement received by First Interstate Bank, Ltd., as trustee (the "Trustee") on the date hereof, the Trustee will, pursuant to the Lease Agreement, transfer $4,917,512 55 to First Interstate Bank, Ltd , as 1984 escrow bank, to be used to refund on an advanced basis the Lease Agreement, dated as May 1, 1984 (the "1984 Lease"), by and between the Agency and the City, and transfer$394,303.95 to the City for deposit in a separate fund or account of the City (the "Project Fund"); (iv) that of the proceeds of the 1984 Lease, approximately$3,781,711 11 was used by the City to finance certain land and improvements (the "Prior Project"), as more particularly described in Part I of Exhibit A attached hereto and by this reference incorporated herein, (v) that the proceeds of the Lease Agreement deposited in the Project Fund will be paid to the City in reimbursement for prior expenditures relating to the Prior Project, and such reimbursement will be used by the City to finance certain land and improvements (the "City Project"), as more particularly described in Part I of Exhibit B attached hereto and by this reference incorporated herein, (vi) that Part II of Exhibit A attached hereto describes (A) each use made of the Prior Project by any person in a trade or business (excluding use by the City or the Agency and other non-federal governmental units and use as a member of the public generally), and (B) payments (if any) in respect of such use which are to be received after the date hereof, (vii) that Part II of Exhibit B attached hereto describes (A) each use to be made by any person of the City Project, other than use by the City or the Agency and other non-federal governmental units and other than use by members of the public generally, and (B) payments (if any) in respect of such use which are to be received after the date hereof; (vni) that no portion of the proceeds of the 1984 Lease were, and no portion of the proceeds of the Lease Agreement will be, used directly or indirectly to make or finance a loan to any person (other than a State or local governmental unit) or to acquire property which was or will be sold to any person on an installment sale basis except as referenced in Part II of Exhibits A and B; (ix) that the above statements are made on the basis of the facts, estimates and circumstances in existence on the date hereof and that the undersigned has exercised due diligence to assure that all material facts, estimates and circumstances relating to the above statements were made available to the undersigned and reviewed by the undersigned; (x) that to the best knowledge of the undersigned the above statements are reasonable and there are no other facts, estimates or circumstances, other than those set forth herein, that would materially affect the statements made herein; and (xi) that the undersigned is aware that Jones Hall Hill & White, A Professional Law Corporation, is rendering an opinion on the date hereof substantially to the effect that the interest on the Lease Agreement is excluded from gross income for federal income tax purposes and in rendering such opinion is relying upon the statements made herein and in Exhibits A and B hereto attached. IN WITNESS WHEREOF, we have hereunto set my name this 26th day of September, 1991. CITY OF HUNTING T ,,IV BEACH E � �B Robert/J. Franz, Deputy City[Administrato( Administrative Services REDEVELOP NT GENCY O HE CITY OF NTI O BE By /%teph4 V. Kohler, Prin I Redevelopment Specialist -2- EXHIBIT A I Description of Prior Project The Prior Project consists of ten 2-story buildings located on approximately 4.2 acres of land in the City of Huntington Beach. The Prior Project includes 164 units of residential apartments, 132 of which are one-bedroom units of 610 square feet, and the remaining 32 of which are studio apartments of 415 square feet. Additional improvements consist of a clubhouse for the use of the tenants, and a parking lot of 125 spaces. The Prior Project is operated by the City. II. Description of Use of Prior Project A Use by any Person Other than Governmental Units or Members of Public Generally None, other than use by tenants for residential purposes. B Payments to be Made after Date Hereof in Respect of Above Use None, other than rents and other amounts payable by the tenants. Exhibit A-1 EXHIBIT B I. Description of City Project The City Project consists of the following- (a) the reconstruction of the Huntington Beach Municipal Pier, which is a structure owned by the City and used for public recreation and fishing, including related structures such as a public plaza area at the foot of the pier, and/or (b) the construction of street improvements and related hardscape and landscaping, including street paving, lighting, landscaping, pedestrian benches and trash receptacles, within a 5-block section of Main Street between the intersection of Pacific Coast Highway and the terminus at the Main Street Library and Arts/Cultural Affairs Center. II Description of Use of City Project A. Use by any Person Other than Governmental Units or Members of Public Generally None B. Payments to be Made after Date Hereof in Respect of Above Use None Exhibit B-1 18019-M JHHW CFA KML %24/91 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF MAILING 8038-G I, Katherine M. Lee, hereby certify as follows That for and on behalf of the City of Huntington Beach, on the date hereof, I caused to be mailed an Information Return for Tax-Exempt Governmental Obligations, Form 8038-G, relating to the captioned financing, by first class certified mad, return receipt requested, to the internal Revenue Service Center, Philadelphia, Pennsylvania 19255, a true copy of which Form 8038-G is hereto attached. Dated September 26, 1991 By � f the one M. Lee, on behalf o the City of Huntington Beach Form 8®38-G information Return for Tax-Exempt Governmental Obligations (Rev October 1989) (Under Section 149(s)) OMB rlo 1545 0720 10.a"separate k�t�forw Expires S131/92 ,d„ $e„."ry (Use Form 8038-GC if the tissue price is under$100,000) Reporting Authority Check box 0 Amended Retum► ❑ 1 Issuer s name issuers employer identification number P95-6000723 CITY OF HUNTINGTON BEACH 3 Number and street 4 Heport number 2000 Main Street G 19 91—0 2 5 City or town,state and Up code 6 Date of issue Huntington Beach , Callomia 92648 September 26, 1991 7 Name of Issue 8 CUSIP Number Certificates of PNU*abort(lease Agreement) 446181 C F4 Type of Issue (check box(es) that applies and enter the Issue Price 9 Check box if obligations are tax or other revenue anticipatton bonds jo Issue Price 10 Chsdk box If obligations are in the form of a lease or Installment cafe► ❑ 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ❑ Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ® Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,717,773 00 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ❑ Other, Describe(see Instructions) ► Description of Obli ations f6 ty � Stood rs*x"ri trvaptired m AW mkaresk yWd cost 19 Final matunty 9/1/21 700% 430,000 00 430.000.00 2D Entire issue 5,717,773.00 5,740,000.00 2014483 years 6.89256% 6.93414 % CMDEUses of Original Proceeds of Bond Issues (Including Underwriters' discount Proceeds21 interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 6 844 62 22 Issue price of entire issue enter line 20c) . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . 22 5,717,773 00 23 Proceeds used for bond issuance costs(including underwriters•discount) . . . . . . 23 194,813.65 24 Proceeds used for credit enhancement . . . . . . . . . . . . . . . . . . . . . 24 0.00 25 Proceeds allocated to reasonably requxed reserve or replacement fund . . . . . . . . 25 211,142.85 25 Proceeds used to refund prior issues . . . . . . . . . . . . . . . . . . . . . . . . 26 4,917,512.55 27 Total(add lines 23,24,25 and 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 5,323,469 05 28 Nonrefunding proceeds of the issue(subtract line 27 from line 22 and enter amount here), , 28 394,303.95 Description of Refunded Bonds (complete this part only for refunding bonds) 20 Enter the remaining weighted average maturity of the bonds to be refunded . . . . . . . . . . . . . . . . . . . ► 2,68056 years 30 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . . . . . . . . . . . . . . . ► June 1. 1994 S1 Enter the date(s)the refunded bonds were issued ► June 19, 1984 Miscellaneous 32 Enter the amount of the state volume tap allocated to the issue . . . . . ► N/A 33 Enter the amount of the bonds designated by the issuer under se"2i3 b)(3)(i)(ixlll)(small issuer exception) ► N/A 34 Pooled Financings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e Enter the amount of the proceeds of this issue that are to be used to make bens to other governmental units ► N/A b Check box if this issue is a loan made from the proceeds of another tax-exempt issue ► ❑ and enter the name of the Issuer ► and the date of the issue Under penalties duty,1 declare Viat have exammed this return and accompanying schedules and statements,and to the best of my knowledge ief are edit,anio Please Robert J. Franz Sign Deputy City Here 1 L,Administrator/Administrative Services gmture of o r Date Type or print name and tide For Paperwork Reduction Ac otice, 1!!_!!go 1 of the Instructions. Form 8038-G piw sI WIS.Qwwrr wit Mi"0115o®.1M 282 151ro0019 180%-M JHHW CFA KML 9/19/91 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REQUISITION NO. 1 FOR DISBURSEMENT FROM COSTS OF ISSUANCE FUND The undersigned hereby states and certifies- (i) that he is the duly appointed, qualified and acting Deputy City Administrator/Administrative Services of the City of Huntington Beach, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is a duly designated "City Representative" of the City, as such term is defined in that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among First Interstate Bank, Ltd., as trustee (the "Trustee"), the Redevelopment Agency of the City of Huntington Beach and the City, (iii) that pursuant to Section 4 04 of the Trust Agreement, the Trustee is hereby requested to disburse this date from the Costs of Issuance Fund established under the Trust Agreement to the payees set forth on Exhibit A attached hereto and by this reference incorporated herein, the respective sum set forth opposite each such payee, for the purposes identified therein; (iv) that each item to be paid pursuant to this Requisition has been properly incurred, is a proper charge against the Costs of Issuance Fund and has not been the basis of any previous disbursement; (v) that each amount to be disbursed herein is for payment of a Costs of Issuance; (vi) that attached hereto is a bill or statement of account for each item to be disbursed herein, and (vii) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. Dated: September 26, 1991 CITY OF HIJ-1 TINGT N E'ACH i 1 By _ Robert J. Franz, Deputy Citodministrat r/ Administrative Service EXHIBIT A COSTS OF ISSUANCE DISBURSEMENTS Payee Name and Address Purpose of Obligation Amount Jones Hall Hill &White Special Counsel Fees $36,620 54 4 Embarcadero Center, 19th Floor and Reimbursable Expenses San Francisco, CA 94111 Kellmg, Northcross& Nobriga, Inc Financial Advisor Fee $ 6,00000 595 Market Street, Suite 1350 San Francisco, CA 94105 First Interstate Bank, Ltd. Initial Trustee Fees $ 5,484.00* 707 Wilshire Boulevard and Escrow Bank Fees Los Angeles, CA 90017 Jensen Law Office Trustee's Counsel Fees $ 2,500.00 220 Bush Street, 15th Floor San Francisco, CA 94104 First American Title Insurance Title Insurance Premium $ 2,415.00* Company 114 East Fifth Street Santa Ana, CA 92702 Ernst&Young Refunding Verification Fee $ 4,750.00 National Practice-89 1225 Connecticut Avenue, N W. Washington, D C 20036 Thomas De La Rue Certificate Printing Fee $ 3,223.34 700 West Wharton Drive Claremont, CA 91711 Moody's Investors Services Rating Agency Fee $ 7,500.00* P O. Box 12085 Newark, NJ 07101 Pacific Financial Printing Official Statement Printing Fee $ 8,634.19 221 Main Street, Suite 1400 San Francisco, CA 94105 *Not to exceed amounts,to be paid upon submission of an invoice. A-1 eJ®NES HALL MILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EMBAI3CADEI30 CENTER STEPHEN A CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY September 26, 1991 SAN FRANCISCO, CA 94111 ANDREW C HALL,JR (415) 391-5780 KENNETH I JONES WILLIAM H MADISON FACSIMILE A WADE NORRIS* (415)391-5784 DAVID J OSTER (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE • iDMITTE➢TO GEORGIA BAR ONLY ROBERT J HILL(1922-1988) Mr. Robert J. Franz, Deputy City Administrator City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 RE: $5,740,000 City of Huntington Beach 1991 Refunding Certificates of Participation(Emerald Cove Senior Citizens Housing Project) INVOICE For Legal Services Rendered: 1% of the first $1,000,000 of principal $ 10,000.00 1/2% of the remaining $4,740,000 of principal 23,700 00 $ 33,700.00 For Reimbursable Expenses: Delivery & Messenger $ 554.34 Photocopies 1,133.20 Closing Costs 1,233.00 2,920.54 36 620.54 t 09/216i1991 12 16 E<ELLING. HORTHCPO_S ' P 41_9572610 1472724e P 02 INVOICE Date. September 26, 1991 Re: Financial advisory fee Belated to the issuance of: $5,735,000 Huntington Beach Emerald Cove refinancing Certificates of Participation Amount Due: $4,000.00 Payable to: Kelling, Northeross & Nobriga, Inc. 595 Market Street, Suite 1350 San Francisco, CA 94105 Payment is due an and is contingent upon successful delivery of the above-referenced issue. Please send payment to the address above and to the attention of. Esther van Beers 415/362-4110, TOTAL P 02 E N S E N LAW OFFICE 220 BUSH STREET, 15TH FLOOR SAN FRANCISCO 94104-3517 TELEPHONE (415) 986-6520 FACSIMILE (415) 986-6993 26 September 1991 First interstate Bank, Ltd. Corporate Trust Department 707 Wilshire Boulevard, Wll-1 Los Angeles, CA 90017 RE: City of Huntington Beach 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) For legal services rendered in connection with the referenced issue: $2 ,500 . 00 t ' OPEN DATE TITLE OFFICER FIRST AMERICAN TITLE INSURANCE COMPANY S I A tit E R 7 114 E FIFTH STREET SANTA ANA, CA 92701 n l,A' (714) 558-3211 r < OR- 41 _3 tt REF ' A:..TA OWN/ W RED: T/(- 3 COMMS, 2 [HOC S, 2 E SMTS5, —EI r'__4" 3 ® JONE, HALL , HILL 141-1 c T[; ATTEN • KATH=R?NE LEE STATEMENT 4 EMBACAC &R,0' _H =LOOR SAN, pR;k,\IC S`C" CA r/ 1 DATE BILLED -P, ! /c s�u�t TOTAL PST A rt E It I c OPEN DATE TITLE OFFICER 5 F 3 s c c ` REF J ON E, N A' ' , W" 1 F FIRST AMERICAN TITLE INSURANCE COMPANY 114 EAST FIFTH STREET SANTA ANA, CALIFORNIA 92701 TOTAL ENCLOSED TTANCE TO ASSURE PROPER CREDIT PLEASE DETACH THIS PORTION AND RETURN WITH REM[ Ernst &Young 1400 One Commerce Square Memphis, Tennessee 38103 (901)526-1000 EIN 34-6565596 �Mr. Robert J. Franz City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 DATE September 24, 1991 CLIENT NO 60198-101 INVOICE NO 63325 For verification services rendered in connection with the issuance of the $5,740,000, 1991 Refunding Certificates of Participation, (Emerald Cove Senior Citizens Housing Project) , Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to Be Made by the City of Huntington Beach, California, as Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach $4,750 Remit To Ernst & Young National Practice-89 1225 Connecticut Ave, N W Washington, D C 20036 PAYMENT DUE UPON RECEIPT PLEASE REMIT TO Thomas De La Rue Inc. Thomas De La Rue Inc. 700 West Wharton Drive Claremont, CA 91711 (714) 621-0553 City of Huntington Beach 2000 Main Street Date September 20, 1991 Huntington Beach, CA 92648 Attn: Mr. Robert J. Franz Invoice No A/01196-91 Deputy City Administrator Terms: Payable Upon Receipt Printing of Certificates for: CITY OF HMINGTON BEACH ,quantity - 2000 Printing $2,390.00 Registered - Yes Numbering - R-1 to R-2000 Dispatched - 9-18-91 Alterations 100.00 Description - Fully Registered ($5,740,000 Issue) 1991 Refunding Certificates of Partic- ipation (Emerald Cove Senior Citizens *Overtime 253.50 Housing Project) City of Huntington Beach. $2,743.50 Proof Deliveries & Shipping 253.50 Delivered to: First Interstate Bank, Ltd. Sales Tax 226.34 26610 West Agoura Road Calabasas, CA 91302 Attn: Ms. Lynn Callan *Standard production time is 5 business days after Amount Due $3,223.34 approval to print. Approval to print received 9-16 -91 allowing only 3 business days to manufacture definitive certificates. Premium charges incurred o meet delivery schedule. INVOICE PACIFIC FINANCIAL PRINTING PLEASE RETURN DUPLICATE INVOICE Main Street, Suite 1310 WITH CHECK PAYABLE TO Francisco, CA 94105 PACIFIC FINANCIAL PRINTING 221 MAIN STREET SUITE 1310 415-974-1100 SAN FRANCISCO,CA 94105 TERMS NET 10 DAYS San Francisco Los Angeles Overdue Accounts 1 2%per month City of Huntington Beach DATE 9/24/91 C/0 Stone & Youngberg � 4400 SOLD One California Street, Suite 2800 INVOICE NUMBER 01 , 70 TO San Francisco, California 94111 JOB NUMBER CUSTOMER NUMBER L Attention : Candy Queiser CUSTOMER'S ORDER NUMBER SALESPERSON PLEASE PAY BY INVOICE; NO STATEMENT WILL BE RENDERED $5,740, 000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (EMERALD COVE SENIOR CITIZENS HOUSING PROJECT ) CITY OF HUNTINGTON BEACH, CALIFORNIA 8/21/91 - Typeset cover, telecopied proofs per distribution. 8/23/91 - Revisions to cover, proofs per distribution. 8/23/91 - Revisions to cover, proofs per distribution. 8/23/91 - Revisions to 1 page, proofs per distribution. 8/26/91 - Copy and reduce, paste-up financials, proofs per distribution. 300 - Preliminary Official Statements, 88 pages, plus cover. Typeset cover, revisions, proofs, artwork and paste-up, layout and flatting, plate, perfect bind and ship. 9/09/91 - Revised POS to Final , proofs per distribution. 9/10/91 - Revisions to cover, proofs per distribution. 9/11/91 - Revisions to cover, proofs per distribution . 200 - Final Official Statements, 88 page, plus cover. Typeset cover, revisions, proofs, artwork and paste-up, layout and flatting, plate, perfect bind and ship. Cost of Production: $6,098.00 Sales tax @ 8.25-%: 503 .09 Delivery : 2,033 . 10 TOTAL :$8,634 . 19 STANDARD TERMS AND CONDITIONS Pacific Financial Printing('PFP)will provide,or has been providing,printing services for sou "Custome,')in accordarce with the following Terms and Conditions QUOTATION Quotations are based upon(astorier'a spec <nd i not aC- DELIVERY Uniecs UilGrwISe spooi,od, 'ire prise quotes' is r r ,Ingle o`upment cepted within sixty 60)days are s,iblect to revlev All prices are based on work without storage F O B PFPs platform Proposals are based or continuous and oeing per ormed at regu at straigh'time rates material costs plus mark-up and uninterrupted de ivory Of CpmPlote older unless spec it cah Ira r istmctiy etc other conoitiors prevailing at the time of quotaton Premium rates are charged otherwise Charges re'ated to delivery from Customer to PFP from PPP t. ,vhere rush or overtime work is requ=red Sales taxes marling and shipping Customer from PFP's supplier to PFP or Customer or rom Custorne-'s suooller charges are not Included In quota',olu unless otherwise specified In writing to PFP are not included in any ouotations unless scecif ed Spec,a' Frriorty PICKUP or delivery service will be provioed at current rates upon Custcnier's ORDERS Orders regula~ly p aceo verbal or written, cannot be canceled except request Materiels delivered from C.ustonner or his suppliers air voi"oo witrl upon terms that will compensate PFP against loss Incurred In reliance of the delivery tickets as to cartons,packages or items shown oniv Tne accuracy of order quantities indicated or suet, tickets cannot be verified ario PFP cannot ricCept I,- PERFORMANCE OF WORK All work shall be done In a good and workmanlike ab,ity for shortage bas-d on s,appl,ers ticket's Title for`ihisl od work Khali pas: ,nanr`er, -onsistent witn the customs and practices of the financial printing to Customer upor delivery to carrier at sh pbing posit or upor ma,i ng of Invoices ndustry All other guarantees, warranties or representations are expressly for finished work,whichever occur's Hirst exCudeo PFP is rot liablo for indirect or consequential damages and its sole h PRODUCTION SCHEDULES-Product,or scr,edu,es ti,ill he es°aol,sheu and ability is limited to the fair and reasonable costs of correcting errors attributable to adhered to by Customer and PFP, provided that ne=ther Khali Incur any tiaoility Cr PFP instructions received from Customers counsel or underwriter, or the penalty for delays cue to state of wer riot civil disard,:r tie ,aver trcable underwriters counsel who are deemed to be agents under the authorization of strikes, accidents energy failure egalpment breakdowr dp ayr, of s<,pphp s or Customer unless PFP is notrf ed otherwise in advance carriers action of Government or civil authoniv anc acts of L,,d or or„e, r��u�es EXPERIMENTAL WORK-Experimental or preliminary work performed at the beyond the control of Customer or PFP All work shall tie done'rr'thiri ,, mason Custome,s request will be charged at current rates and may not be used until able time consistent with PFP's obligations io do otner lobs Wt,ere o,oduc4on PFP has been reimbursed in full for the amount of the charges billed schedules are not adheres to by the C:r:to>ter lino date c, mil be subject to renegotiation CREATIVE WORK-Creative work, such as sketches, copy dummies and all CUSTOMER FURNISHED MA'ERIALS Paper stock irks cai r,ra copy film preparatory work developed and fum,shed by PFP shad remain Its exclusive cclnr separations and other Cus'oi-er turn,shed mar-nal shrl be mar,lfacturPc' property and ro use of same-shall be made nor any deas obtained therefrom be packed and delivered to PFP's specifications Additional cost due to dears or used except upon compensation fo be determined by PFP and not expressly impaired proouc'on caused oy spe,Ifkatkn deft yen as �`,all De c,arg,?d t identified and Included In the seining pr,Ce Customer CONDITION OF COPY-Upon receipt of original copy or manuscript,should it be TERMS-PFP will normally extend credit until the completlo i of a sob Hovvever, evident that the condition of the copy differs from that which had boon originally P!" reserves tine right to require ,day-ent in acvarice U~ pay,ner t for jobs described and consequently quoted, the original quotation shall be rendered ,old pai}lalry completeci o• or lobs trat w II remain iract've rrore'han t`urty 30)days and a neon quotation issued I I Any remittance received from Custanner,may be upp ir-d oy Pc7P against any PREPARAFORY MATERIALS-Composition, rnagneSc media working Iliechanl- obligation or,ing by Custo~ror regardless o` any s'atpm-it,apndarinq on such car art,type negat ves positives flats plates,zlnd other Items wher suppled by remittance without discharging Customer s haDility'roi a iy additional arrounts PFP,shale remain Its exclusive property unless otherwise agreed in writing Invoices Include the Cost or casn outlays by PFP or =Fbo, inn* na s postac shipping, etc Therefore, all invoices are due and oay,ble-nirty ,30' days aft, ALTE RAT IONS-A'rerations (epresent work performed in addition to the original presen'atior, Interest at the °ate o' 1-1 2 o Der nnonth win, be charged cn the spc,c,ficat�ors Such additional work shall be charged at current rates and be ou'ctarding unpold balance of'Fri in,,olce if payment In full Is net recel ed within supported with documentation upon request 30 days from the date of the Invoice Should Customer far, to pay any i„voice PREPRESS PROOFS Proofs shall be submitted with original copy Corrections `due PFP m.y at its opho i, defer the pefon-nance of any f�. t�ie, we-k ur,I all litre to be m2'de on "master set" returned marked 'O K' or 'O K with correc outstanding Mils have been paid Shouwithld hstomy by PFP anyfia DO0Nitq Cu�f any dons 'and signed by Customer Revised proofs will automatically be provided at remaining tg liable For oaons 0, Should Customer d'�pute any pert o� of any our cornpany. current rates for labor arid materials subject o the same condi nvolce undisputed Portions o� tra inlcicC and other invokes at'n dl� utc r>hal tiors PFP regrets any errors that may occur through production undetected but neveitheless be paid when due without o#iset All da3ins Ore burred, hcrVever bless asserted if writing Dy Customer no-,late th— 15 clays W r Ciistom-rs rp cannot be held responsible or errors ,1 the work is panted per Customer's O K cep t of the worK for which clam Is asserted PFF` cannot bc, field r�spomible for errors under either or both of the following P conditons if the Customer has failed to return proofs with indication of changes LIABILi 1Y-aFPs Ilabvity >`tall be limited to sated selling p ice of any der-cave or It the Gustorner'nab Instructed PFP to proceed without submission of proofs goods and seal,In no evc-nt,inc side cpe;,ai c,r ror--cl ientul o,i­,igt,s, ,r c,udrg PRESS PROOFS-Unless specifically rovided in PFP's quotation reps opts profits for profits lost) As secur ty fo-payment of any suns due or'o become due P q P Pr under terms of any agreennen' PFP shall tlav-the r;q`,t if ,r:(c,sa`s to ietairl will be charged at current rates An Inspection sheet of any form can be - submitted for Customer approval at no charge provided Customer Is available at possession of and shalt have a Ilea or al Cu r,cext err, Ira FP's possession Including work In p,odess and finished mror� TiTt E�extens,u,t or crealt the press during the time of makeready Lost press t,rrte due to Customer delay or the acceptance of notes,trade acceptance or g,aarar,•co ,f p,yrnsrri shall not or Customer changes and Corrections will be charged at current rates affect such security Interest and lien COLOR PROOFING Because o, differences in equipment processing proofing INDEMNIFICATION-The Customer shah Inde wl`u ai d nold f ari,i-ss PI P ron, supstrates, p.por Inks pigments, and other conditions between color proofing any and all loss cost pxpensP, and Ca-ages t„ -ludln;, coup costs ono and proauction pressroom ooeretions a reasonable variation in color between reasonable attorney fees)on account of any and ul mariner o, c'airr,s demands color proofs and the completed jC>D s11a4 constti+ute acceptable delivery actions and proceedings that may be insti+uted adarnst PFP on ground,1lleglnq OVF RUNS OR UNDER RUNS-Over runs or under runs not to exceed 10 on that the said printing violates any copyrights or an; proprietary rig'nt of any quantities ordered up to 10,000 copies and'or the percentage agreed upon over or Person or that r contains any matter;hat,s r per o or cbscenu ci 't to,t alcxt cr Invades any person s right to prlvac,, or other perse"1al r grits except to,trip c-xtert udder quantities ordered above 10,000 copies shall constitute acceptable that PFP contributed to the matter The Customer agrees .,`he vustofner's own deh,ery PFP will bill for actual quantities delivered within this tolerance If expense, to prone tly de'end and con inue *ne dr#ence o, ary such clairns, Cus omen requires guaranteed exact quantities the percentage tolerance must be demand,ac'Ions or proceedings that may be brought aga,rst PPP provided trip, doubled PFP shnII promptly notify the Customer wi'h respect th,rek, ono proJ,ced'urther CUSTOPIER'S PROPFRTv-PFP will maintain fire ex'ended coverage, that PFP shall give to the Customer such reasonable time s'he e�igencles of vandalism rrakcious mischief and sprinkler leakage Insurance on all property the situation may permit in which to undertake and conwije tie delen-o thereo' belonging to'tie Customer while such property is it PFP s possession PFP s li- ATTORNEYS FEES-Should a'awsuit or action Dp necess_ry to enforce cny c ability for such property shall not exceed the amount recoverable from such the prop isions of this Invoice include ig payment,the parties neretc agree that the insurance Customers property of extraordinary value snall be Insured through prevaiing party should recover its cos, of suit inctlrrod riductig reasonably mutaal agreement attorney s'ees 18019M JHHW CFA KML 9/1"1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WRITTEN REQUEST TO TRUSTEE REGARDING INVESTMENTS The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Deputy City Administrator/Administrative Services of the City of Huntington Beach, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized to certify the same, (ii) that he is a duly designated "City Representative" of the City, as such term is defined in that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among First Interstate Bank, Ltd., as trustee (the "Trustee"), the Redevelopment Agency of the City of Huntington Beach and the City; ui) that, pursuant to Section 7 02 of the Trust Agreement, of the net proceeds of the captioned 1991 Refunding Certificates of Participation (the "Certificates") and other monies received by the Trustee this date, the undersigned, on behalf of the City, hereby directs the Trustee to invest the amounts deposited this date into the funds and accounts established pursuant to the Trust Agreement in Permitted Investments identified on Exhibit A attached hereto and by this reference incorporated herein; (iv) that all of said Permitted Investments are comprised of securities traded on established markets and are to be acquired by the Trustee in arms' length transactions for their fair market value without regard to the relationship of the yield of such investments to the yield of the Certificates, and (v) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. Dated: September 26, 1991 CITY OF HUfNTING�T r N BEACH O A' , By Robert J. Franz, Deputy City Administrator/ Administrative Services EXHIBIT A Amount Invested Interest Purchase Account f Deposit Amount Description by Name Maturily Rate Price Lease Payment Fund $ 26,844 62 $ 26,844 62 FICA Master Market Interest Account Daily Variable Par Reserve Fund $ 461,950 00 $ 461,950 00 FICA Master Market Interest Account Daily Variable Par Costs of Issuance Fund $ 114,166 65 $ 59,688 58' FICA Master Market Interest Account Daily Variable Par *This amount represents the initial deposit into the Costs of Issuance Fund ($114,166.65), less disbursements made on the date hereof in the amount of$54,478.07. The undersigned hereby certifies that the foregoing investment instructions have been complied with. Dated. September 26, 1991 FIRST INTERSTATE BANK, LTD., as Trustee By ��� f Assistant Vice President Exh,hit A-1 ��®®V0®E�s `` }� F -- _•ter _ _ " 's ?7 ?�'§.r DATE(rMM/DD� 22��pp55 99 THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND COONVEYS/ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY -RODUCER _ f COMPANY ---- "-"- -- — -'" - ROBERT F. DRIVER COMPANY, INC. Fireman's Fund Insurance Company 3636 Birch Street, Suite 230 Newport Beach, CA. 92660 CODE SUB-CODE INSURED LOAN NUMBER POLICY NUMBER MXF80246078 Redevelopment Agency of the EFFECTIVE DATE(MM/DDNY) EXPIRATION DATE(MWDD" CONT UNTIL City of Huntington Beach 01/13/91 01/13/9 2 F D Huntington Beach, Ca. 92648 TERMINATED 2000 Main Street THIS REPLACES PRIOR EVIDENCE DATED K " PROPERTY FORM LOCATION/DESCRIPTION Emerald Cove Apartments located: 111 181111 18131, 18151 Jolly Lane 18142 , 18162, 18222 & 18192 Park View Lane 18201, 18202 , 18192 Park Tree Lane City of Huntington Beach, CA COVERAGE INFORMATION COVERAGE/PERILS/FORMS AMOUNT OF INSURANCE DEDUCTIBLE Blanket Real Property $6, 060, 288 $1, 000 Blanket Personal Property 249, 841 $1, 000 Blanket Loss of Rents 625, 321 "All Risk" Replacement Cost Coverage. r, Subject to standard policy terms, conditions and exclusions. Excluding Earthquake and Flood. REMARKS(Including Specie( ditiotts ;s ._ CANCELLATION = 1`�: __ �s• t," 'r� +-A' »�r:._ "' `s r "<`"` x_ -� THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS,AND RULES IN EFFECT FOR EACH POLICY PERIOD SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW ADDITIONAL INTEREST NAME AND ADDRESS J NATURE OF INTEREST 1 'srst Interstate Br Of — MORTGAGEE �E9 � -X- ADDITIONAL IN5UJS ED alifornia as te� 5 8 �T, 11 707 W11Snire Blvd- � LOSS PAYEE (OTHER) Los Angeles, CA- 90017 — -- IGNAT111jjjggqE O :D AG�Mj OF COMPANY t Attn: Corporate Trust Div- WI0-2 LJ-�(y` ..' ACORD_27(2/88)"' Tec}-1::�Davidson;>.Vice-~Prey s'__- tCORPORATION 1988 5EP 19 '91 11:30 FRANK E HALL P 3 '� CERTIFICATE OF COVERAGE ISSUE 9/17/91E PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND Frank B. Halt 8 Co. of California OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY BELOW! One Market Ptaza Spear Street Tower, 42100 COMPANIES AFFORDING COVERAGE San Francisco, CA 94105 COMPANY LETTER (A) 510 INDEPENDENT CITIES EXCESS POOL Phone. (415) 543-9360 COMPANY LETTER (B) INSURED COMPANY LETTER (C) City of Huntington Beach COMPANY LETTER (D) 2000 Main Street COMPANY LETTER (E) Huntington Beach, CA 92648 COMPANY LETTER (F) COVERAGES THIS IS TO CERTIFY THAT THE MEMORANDUM oP COVERAGE OR POLICY(1ES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED 1 ABOVE FOR THE POLICY OR MEMORANDUM PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGES AFFORDED BY THE MEMORANDUM OR POLICY(IES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM OR POLICY. Co TYPE MEMORANDUM MEMORANDUM MEMORANDUM LTR OF OR POLICY OR POLICY OR POLICY ALL LIMITS IN THOUSANDS COVERAGES NUMBER EFFECTIVE EXPIRES EXCESS LIABILITY 1 Differenccee 00 between A OCCURRENCE FORM a0-01 7/01/91 7/01/92 6I & PD 1 COMBINED I and Self-Insured Retention of INCLUDING AUTOW*ILE $ 1,000, LIABILITY COVERAGE A Coverage A Difference between EXCESS $ WORKERS' COMPENSATION and Self-Insured Retention of AND Coverage S Difference between COVERAGE B and Self-Insured Retention of EMPLOYERS' LIABILITY S DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS, AS RESPECTS: lease Agreement between the Redevelopment Agency of the City of Huntington Beach lessor and the City of Huntington Beach losses rotating to the Emerald Cove Senior Citizens's Housing Project. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE-DESCRISED COVERAGES BE CANCe6LED BEFORE THE First Interstate Bank EXPIRATION DATE THEREOF, THE ISSUING AUTHORITIES WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, AUTHORITY, ITS AGENTS OR 707 Wiiahire BLvd. REPRESENTATIVES. Los Angelo& CA 90017 AUTHORIZED REPRESEE�NTTTATIVE ^� Corporate Trust Dept, T �-, �! nz'Si � ^:'.,.,�,., a�. ...,f �xc >,, +.w." ,!':". -,na' taa•�m ,". 3 a .:r '"� r V sr' µ• . ' sRy': ��,- ; 2 4a mi 5r ,, y � 4 �r r �; �'d --�'ax �#���+. -� Y*� '�Yt�i `�� •NI �'$ r� �}fr. � a4 .�F t t r,!t .. ,.-� ._�:. ........__........._........ :...:.._. -._...:. _. ....x.._. F :,.,,.�.,. '- -- - »„ _.�._.._..� __..,t'z- � ,,s' I .. ,u.<,..;:vis::,-.,x,:=x::x+xx<:.:••:•..: :, ,... .... .._...,__. ....,..... .:.... ....:.... ..:.... ...x .,.......:..�....._............_e..<.w, ...,.,..,........ �+s'.,.M .,f... .YS........�tt.?%. �� .:�"slC?.z-�:.� .�,3 .��.: ..,.r,r�.:��'?>, t::, t,! American Ti insurance (".N..ompany lt� .t� :;x....iu !, .._t. ,..,.,:...,:cr.:x.:..,..,.;::..,.,,;,,.>..::.,-,�:::.,<-�.,:.,.,......,,±-:::+��":.s..i.1:_ a a. .., �t +n:.x, �,. .t<.:,•• .x_.,x�:.a«<:,:':< x .._r.:.. +•::x,:�,-_;••=av+:..,,.:<•�:::..,. Y -... .... ........... ...... c............... rr{:�N' • ij � � 5 5 05 y!5 � �rL ! t � ��. -dA' -s %7 .: �< .o�.:.w. .};:L'r._�.. „..t, I.'a1G� d.•.:,,v +t �3;. 1 l„ w.,r, / �' �r: e f h a 1 �py3 of r ,i i i•4y °,t4,kiiegt,,,iii � �fri fix JJ—• yi_.°'+ryi ..VJuii 3 i.}1 lv -.r 'viva r� Form No 1056-87 ALTA Loan Policy � � c e� Form 1 POLICY OF TITLE INSUR A NunE y„ G A M E R j ar ISSUED BY a ors First American Title Insurance Company y SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE a CONDITIONS AND STIPULATIONS,FIRST AMERICAN TITLE INSURANCE COMPANY,a California corporation,herein called the Company, 4.1 insures,as of Date of Policy shown in Schedule A,against loss or damage,not exceeding the Amount of Insurance stated in Schedule A, _ sustained or incurred by the insured by reason of 1 Title to the estate or interest described in Schedule A being vested other than as stated therein, _ 2 Any defect in or lien or encumbrance on the title, 3 Unmarketabdity of the title, r� 4 Lack of a right of access to and from the land, IVA 5 The invalidity or unenforceabdity of the lien of the insured mortgage upon the title, C 6 The priority of any lien or encumbrance over the lien of the insured mortgage, 7 Lack of priority of the lien of the insured mortgage over any statutory hen for services, labor or material > a (a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of Policy,or _ (b) ansing from an improvement or work related to the land which is contracted for or commenced subsequent to Date of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy e the insured has advanced or is obligated to advance, '{ 8 Any assessments for street improvements under construction or completed at Date of Policy which now have gained or hereafter may gain priority over the insured mortgage, or {> 9 The invalidity or unenforceabdity of any assignment of the insured mortgage,provided the assignment is shown in Schedule A,or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and •_; clear of all liens The Company will also pay the costs,attorneys'fees and expenses incurred in defense of the title or the lien of the insured mortgage,as Z insured, but only to the extent provided in the Conditions and Stipulations a` 100 First American Tale Insurance Company {;a YA4 BY PRESIDENT ATTEST SECRETARY GW � - -,1,a •, ;!W-'*4 am = =e tis, 4t - EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and became an Insured under this policy, the Company will not pay loss or damage,costs,attorneys'fees or expenses which (c) resulting in no loss or damage to the Insured claimant, arise by reason of (d) attaching or created subsequent to Date of Policy(except to the extent that 1 (a) Any law,ordinance or governmental regulation(including but not limited to this policy Insures the priority of the lien of the insured mortgage over any building and zoning laws,ordinances,or regulations)restricting,regulating, statutory lien for services,labor or material or the extent insurance is afforded prohibiting or relating to(I)the occupancy,use,or enjoyment of the land,(if) herein as to assessments for street Improvements under construction or the character,dimensions or location of any Improvement now or hereafter completed at Date of Policy),or erected on the land,(III)a separation in ownership or a change in the dimen- (e) resulting in loss or damage which would not have been sustained if the sions or area of the land or any parcel of which the land is or was a part,or(Iv) Insured claimant had paid value for the Insured mortgage environmental protection, or the effect of any violation of these laws,ordi- 4 Unenforceability of the lien of the Insured mortgage because of the Inability or nances or governmental regulations,except to the extent that a notice of the failure of the Insured at Date of Policy,or the Inability or failure of any subsequent enforcement thereof or a notice of a defect, lien or encumbrance resulting owner of the indebtedness,to comply with applicable doing business laws of the from aviolation or alleged violation affecting the land has been recorded in the state in which the land is situated public records at Date of Policy (b) Any governmental police power not excluded by (a) above, except to the 5 Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof, extent that a notice of the exercise thereof or a notice of a defect, lien or which arises out of the transaction evidenced by the insured mortgage and is encumbrance resulting from aviolation or alleged violation affecting the land based upon usury or any consumer credit protection or truth in lending law has been recorded in the public records at Date of Policy 6 Any statutory lien for services,labor or materials(or the claim of priority of any 2 Rights of eminent domain unless notice of the exercise thereof has been recorded statutory lien for services,labor or materials over the lien of the insured mortgage) in the public records at Date of Policy,but not excluding from coverage any taking arising from an improvement or work related to the land which is contracted for which has occurred prior to Date of Policy which would be binding on the rights of and commenced subsequent to Date of Policy and is not financed in whole or in a purchaser for value without knowledge part by proceeds of the indebtedness secured by the insured mortgage which at 3 Defects,liens,encumbrances, adverse claims or other matters Date of Policy the insured has advanced or is obligated to advance (a)created,suffered,assumed or agreed to by the insured claimant, 7 Any claim, which arises out of the transaction creating the interest of the (b) not known to the Company, not recorded in the public records at Date of mortgagee insured by this policy, by reason of the operation of federal Policy,but known to the insured claimant and not disclosed in writing to the bankruptcy,state insolvency,or similar creditors'rights laws Company by the insured claimant prior to the date the insured claimant CONDITIONS AND STIPULATIONS 1 DEFINITION OF TERMS settlement,and(n)in any other I awfu I act which in the opinion of the insured was and continued to be obligated to advance at The following terms when used in this policy mean the Company may be necessary or desirable to establish the and after Date of Policy (a) "insured" the insured named in Schedule A The term title to the estate or interest or the lien of the insured mortgage, 9 REDUCTION OF INSURANCE, REDUCTION "insured"also includes as insured If the Company is prejudiced by the failure of the OR TERMINATION OF LIABILITY (i) the owner of the indebtedness secured by the insured to furnish the required cooperation, the Company's insured mortgage and each successor in ownership of the obligations to the insured under the policy shall terminate, (a) All payments under this policy, except payments indebtedness except a successor who is an obligor under the including any liability or obligation to defend, prosecute, or made for costs,attorneys'fees and expenses,shall reduce the provisions of Section 12(c)of these Conditions and Stipulations continue any litigation, with regard to the matter or matters amount of the insurance pro tanto However, any payments (reserving,however,all rights and defenses as to any successor requiring such cooperation made prior to the acquisition of title to the estate or interest as that the Company would have had against any predecessor 5 PROOF OF LOSS OR DAMAGE provided in Section ant of these Conditions and Stipulations insured,unless the successor acquired the indebtedness as a In addition to and after the notices required under Section 3 shall not reduce pro except t the amount of the insurance afforded purchaser for value without knowledge of the asserted defect, under this policy except to the extent that the payments reduce lien,encumbrance,adverse claim or other matter insured against of these Conditions and Stipulations have been provided the the amount of the indebtedness secured by the insured Company,a proof of loss or damage signed and sworn to by the mortgage by this policy as affecting title to the estate or interest in the land), insured claimant shall be furnished to the Company within 90 (b) Payment in part by any person of the pprincipal of the (ii) any governmental agency or governmental instru- days after the insured claimant shall ascertain the facts giving indebtedness,or any other obligation secured by the insured mentality which is an insurer or guarantor under an insurance rise to the loss or damage The proof of loss or damage shall mortgage,or any voluntary partial satisfaction or release of the contract or guaranty insuring or guaranteeing the indebtedness describe the defect in,or lien or encumbrance on the title,or insured mortgage,to the extent of the payment,satisfaction or secured by the insured mortgage,or any part thereof,whether other matter insured against by this policy which constitutes release,shall reduce the amount of insurance pro tanto The named as an insured herein or not, the basis of loss or damage and shall state,to the extent possible, amount of insurance may thereafter be increased by accruing (m) the parties designated in Section 2(a) of these the basis of calculating the amount of the loss or damage If the interest and advances made to protect the lien of the insured Conditions and Stipulations Company is prejudiced by the failure of the insured claimant to mortgage and secured thereby,with interest thereon,provided (b) "insured claimant" an insured claiming loss or provide the required proof of loss or damage,the Company's in no event shall the amount of insurance be greater than the damage obligations to the insured under the policy shall terminate, amount of insurance stated in Schedule A including any liability or obligation to defend, prosecute, or (c) Payment in full by any person or the voluntary sails (c) "knowledge"or"known" actual knowledge,not con- continue any litigation,with regard to the matter or matters faction or release of the insured mortgage shall terminate all inured knowledge or notice which may fi imputed to an requiring such proof of loss or damageliabili insured by reason of the public records as defined in this policy In addition,the insured claimant may reasonably be required ty of the Company except as provided in Section 2(a)of thes or any other records which impart constructive notice of mat- to submit to examination under oath by any authorized rep these Conditions and Stipulations ters affecting the land resentative of the Company and shall produce for examination, 10 LIABILITY NONCUMULATIVE (d) "land" the land described or referred to in Schedule inspection and copying,at such reasonable times and places as If the insured acquires title to the estate or interest in satis- (A),and improvements affixed thereto which by law constitute may be designated by any authorized representative of the faction of the indebtedness secured by the insured mortgage,or real property The term"land"does not include any property Company,all records,books,ledgers,checks,correspondence any part thereof,it is expressly understood that the amount of beyond the lines of the area described or referred to in Schedule and memoranda,whether bearing a date before or after Date of insurance under this policy shall be reduced by any amount the (A),nor any right,title,interest,estate or easement in abutting Policy,which reasonably pertain to the loss or damage Further, Company may pay under any policy insuring a mortgage to streets,roads,avenues,alleys,lanes,ways or waterways,but if requested by any authorized representative of the Company, which exception is taken in Schedule B or to which the insured nothing herein shall modify or limit the extent to which a right of the insured claimant shall grant its permission,in writing,for has agreed,assumed,or taken subject,or which is hereafter access to and from the land is insured by this policy any authorized representative of the Company to examine, executed by an insured and which is a charge or lien on the (e) "mortgage" mortgage,deed of trust,trust deed,or inspect and copy all records, books, ledgers, checks, corre- estate or interest described or referred to in Schedule A,and the other security instrument spondence and memoranda in the custody or control of a third amount so paid shall be deemed a payment under this policy (f) "public records" records established under state party,which reasonably pertain to the loss or damage All infor- statutes at Date of Policy for the purpose of imparting construc- mation designated as confidential by the insured claimant pro- i I PAYMENT OF LOSS tive notice of matters relating to real property to purchasers for vided to the Company pursuant to this Section shall not be (a) No payment shall be made without producing this value and without knowledge With respect to Section 1(a)(iv) disclosed to others unless,in the reasonable judgment of the policy for endorsement of the payment unless the policy has of the Exclusions From Coverage,"public records"shall also Company, it is necessary in the administration of the claim been lost ordestroyed,in which case proof of loss or destruction include environmental protection liens filed in the records of the Failure of the insured claimant to submit for examination under shall be furnished to the satisfaction of the Company clerk of the United States district court for the district in whic', oath,produce other reasonably requested information or grant (b) When liability and the extent of loss or damage has the land is located permission to secure reasonably necessary information from been definitely fixed in accordance with these Conditions and (g) "unmarketability of the title" an alleged or apparent third parties as required in this paragraph,unless prohibited by Stipulations, the loss or damage shall be payable within 30 matter affecting the title to the land,not excluded or excepted law or governmental regulation,shall terminate any liability of days thereafter from coverage,which would entitle a purchaser of the estate or the Company under this policy as to that claim 12 SUBROGATION UPON PAYMENT OR SETTLEMENT interest described in Schedule A or the insured mortgage to be 6 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS, (a) The Company's Right of Subrogation released from the obligation to purchase by virtue of a contrac- TERMINATION OF LIABILITY Whenever the Company shall have settled and paid a claim tual condition requiring the delivery of marketable title In case of a claim under this policy,the Company shall have under this policy,all right of subrogation shall vest in the Com- 2 CONTINUATION OF INSURANCE the following options I pany unaffected by any act of the insured claimant (a) After Acquisition of Title The coverage of this policy (a) To Pay or Tender Payment of the Amount of Insurance The Company shall be subrogated to and be entitled to all shall continue in force as of Date of Policy in favor of(i) an or to Purchase the Indebtedness rights an4remedies which the insured claimant would have had insured who acquires all or anv part of the estate or interest in m in no,,nrfonrior novmont of+ho omniint of incivanro anningt anv nersnn or orooerty in respect to the claim had this he insured mortgage,(n)a transferee of the estate or interest by the Company,up to the time of payment or tender of payment remedies against any person or property necessary in order to so acquired from an insured corporation,provided the transferee and which the Company is obligated to pay,or perfect this right of subrogation The insured claimant shall per- is the parent or wholly-owned subsidiary of the insured corps (it) to purchase the indebtedness secured by the milt the Company tosue,compromise or settle in the name of the ration,and them corporate successors by operation of law and not by purchase,subject to any rights or defenses the Company insured mortgage for the amount owing thereon together with insured claimant and to use the name of the insured claimant in may nave against any predecessor insureds, and Company any any costs,attorneys'fees and expenses incurred by the insured any transaction or litigation involving these rights or remedies governmental agency or governmental instrumentality which claimant which were authorized by the Company up to the time If a payment on account of a claim does not fully cover the acquires all l any part of the estate or interest pursuant i a of purchase and which the Company is obligated to pay loss of the insured claimant,the Company shall be subrogated contract al insurance t guaranty insuring e guaranteeing the If the Company offers to purchase the indebtedness as to all rights and remedies of the insured claimant after the indebtedness secured by the insured mortgage herein provided,the owner of the indebtedness shall transfer, insured claimant shall have recovered its principal,interest,and assign,and convey the indebtedness and the insured mortgage, costs of collection (b) After Conveyance of Title The coverage of this policy togetherwith any collateral security,to the Company upon pay- (b) The Insured's Bights and Limitations shall continue in force as of Date of Policy in favor of an insured ment therefor Notwithstanding the foregoing,the owner of the indebted- only so long as the insured retains an estate or interest in the Upon the exercise by the Company of either of the options ness secured by the insured mortgage,provided the priority of land,or holds an indebtedness secured by a purchase money provided for in paragraphs a(i)or(it),all liability and obligations the lien of the insured mortgage or its enforceability is not affected, mortgage given by a purchaser from the insured,or only so long to the insured under this policy,other than to make the payment may release or substitute the personal liability of any debtor or as the insured shall have liability by reason of covenants of required in those paragraphs, shall terminate, including any guarantor,or extend or otherwise modify the terms of payment, warranty made by the insured in any transfer or conveyance of liability or obligation to defend, prosecute, or continue any or release a portion of the estate or interest from the lien of the the estate or interest This policy shall not continue in force in litigation,and the policy shall be surrendered to the Company insured mortgage, or release any collateral security for the favor of any purchaser from the insured of either(i)an estate or for cancellation indebtedness interest in the land,or(n)an indebtedness secured by a purchase money mortgage given to the insured (b) To Pay or Otherwise Settle With Parties Other than When the permitted acts of the insured claimant occur and the Insured or With the Insured Claimant the insured has knowledge of any claim of title or interest (c) Amount of Insurance The amount of insurance after the (i) to pay or otherwise settle with other parties for or adverse to the title to the estate or interest or the priority or acquisition or after the conveyance shall in neither event exceed in the name of an insured claimant any claim insured against enforceability of the lien of the insured mortgage,as insured,the the least of under this policy,together with any costs,attorneys'fees and Company shall be required to pay only that part of any losses �i) the amount of insurance stated in Schedule A, expenses incurred bythe insured claimant which were authorized insured against by this policy which shall exceed the amount,if it) the amount of the principal of the indebtedness by the Company up to the time of payment and which the Com- any,lost to the Company by reason of the impairment by the secured by the insured mortgage as of Date of Policy,interesi pany is obligated to pay,or insured claimant of the Company's right of subrogation thereon,expenses of foreclosure,amounts advanced pursuant (ii) to pay or otherwise settle with the insured claimant (c) The Company's Bights Against Non-insured Obligors to the insured mortgage to assure compliance with laws or to the loss or damage provided for under this policy,together with The Company's right of subrogation against non-insured protect the lien of the insured mortgage prior to the time of any costs,attorneys'fees and expenses incurred by the insured obligors shall exist and shall include, without limitation, the acquisition of the estate or interest in the land and secured claimant which were authorized by the Company up to the time rights of the insured to indemnities,guaranties,other policies of thereby and reasonable amounts expended to prevent deteriora- of payment and which the Company is obligated to pay insurance or bonds,notwithstanding any terms or conditions tion of improvements,but reduced by the amount of all payments Upon the exercise by the Company of either of the options contained in those instruments which provide for subrogation made,or provided for in paragraphs b(i)or(it),the Company's obligations rights by reason of this policy (u) the amount paid by any governmental agency or to the insured under this policy for the claimed loss or damage, The Company's right of subrogation shall not be avoided by governmental instrumentality,if the agency or instrumentality other than the payments required to be made,shall terminate, acquisition of the insured mortgage by an obligor(except an is the insured claimant,in the acquisition of the estate or inter- including any liability or obligation to defend,prosecute or con- obligor described in Section 1(a)(ii) of these Conditions and est in satisfaction of its insurance contract or guaranty tinue any litigation Stipulations)who acquires the insured mortgage as a result of 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT 7 DETERMINATION AND EXTENT OF LIABILITY an indemnity,guarantee,other policy of insurance,or bond and The insured shall notify the Company promptly in writing the obligor will not be an insured under this policy, notwith- (Q incase of any litigation as set forth in Section 4(a)below,(ii) This policy is a contract of indemnity against actual monetary standing Section 1(a)(i)of these Conditions and Stipulations in case knowledge shall come to an insured hereunder of any loss or damage sustained or incurred by the insured claimant 13 ARBITRATION claim of title or interest which is adverse to the title to the estate who has t loss or damage by reason of matters insured or interest or the lien of the insured mortgage,as insured,and against byy thhisis p policy and only to the extent herein described Unless prohibited by applicable law,either the Company or which might cause loss or damage for which the Company may (a) The liability of the Company under this policy shall the insured may demand arbitration pursuant to theTitle Insurance be liable by virtue of this policy,or(u)if title to the estate or not exceed the least of Arbitration Rules of the American Arbitration Association Arbi- interest or the lien of the insured mortgage,as insured,is rejected (i) the amount of insurance stated in Schedule A,or,it trable matters may include, but are not limited to, any con- as unmarketable If prompt notice shall not be given to the Com- applicable,the amount of insurance as defined in Section 2(c) troversy or claim between the Company and the insured arising pany,then as to the insured all liability of the Company shall of these Conditions and Stipulations, out of or relating to this policy,any service of the Company in terminate with regard to the matter or matters for which prompt (ii) the amount of the unpaid principal indebtedness connection with its issuance or the breach of a policy provision notice is required,provided,however,that failure to notify the secured by the insured mortgage as limited or provided under or other obligation All arbitrable matters when'he Amount of Company shall in no case prejudice the rights of any insured Section S of these Conditions and Stipulations or as reduced Insurance is $1,000,000 or less shall be arbitrated at the under this policy unless the Company shall be prejudiced by the under Section 9 of these Conditions and Stipulations,at the option of either the Company or the insured All arbitrable mat- failure and then only to the extent of the prejudice time the loss or damage insured against by this policy occurs, ters when the Amount of Insurance is in excess of$1,000,000 4 DEFENSE AND PROSECUTION OF ACTIONS, DUTY OF together with interest thereon,or shall be arbitrated only when agreed to by both the Company (u) the difference between the value of the insured and the insured Arbitration pursuant to this policy and under INSURED CLAIMANT TO-COOPERATE estate or interest as insured and the value of the insured estate the Rules in effect on the date the demand for arbitration is (a) Upon written request by the insured and subject to or interest subject to the defect,lien or encumbrance insured made or,at the option of the insured,the Rules in effect at Date the options contained in Section 6 of these Conditions and against by this policy of Policy shall be binding upon the parties The award may Stipulations,the Company,at its own cost and without unreason- (b) In the event the insured has acquired the estate or include attorneys'fees only if the laws of the state in which the able delay,shall provide for the defense of an insured in litiga- interest in the manner described in Section 2(a)of these Con- land is located permit a court to award attorneys'fees to a tion in which any third party asserts a claim adverse to the title ditions and Stipulations or has conveyed the title, then the prevailing party Judgment upon the award rendered by the or interest as insured,but only as to those stated causes of liability of the Company shall continue as set forth in Section Arbitrator(s) may be entered in any court having jurisdiction action alleoing a defect, lien or encumbrance or other matter 7(a)of these Conditions and Stipulations thereof insured against by this policy The Company shall have the right The law of the sites of the land shall apply to an arbitration to select counsel of its choice(subject to the right of the insured (c) The Company will pay only those costs,attorneys' under the Title Insurance Arbitration Rules ( 1 g fees and expenses incurred m accordance with Section 4 of to object for reasonable cause)to represent the insured as to these Conditions and Stipulations A copy of the Rules may be obtained from the Company those stated causes of action and shall not be liable for and will upon request not pay the fees of any other counsel The Company will not pay 8 LIMITATION OF LIABILITY 14 LIABILITY LIMITED TO THIS POLICY, any fees, costs or expenses incurred by the insured in the (a) If the Company establishes the title,or removes the POLICY ENTIRE CONTRACT defense of those causes of action which allege matters not alleged defect,lien or encumbrance or cures the lack of a right (a) This policy to ether with all endorsements, f any, insured against by this policy of access to or from the land,or cures the claim of unmarketabiMy (b) The Company shall have the right,at its own cost,to of title,or otherwise establishes the lien of the insured mortgage, attached hereto by the ompany is the entire policy and con- institute and prosecute any action or proceeding or to do any all as insured,in a reasonably diligent manner by any method, tract between the insured and the Company in interpreting any other act which in its opinion may be necessary or desirable to including litigation and the completion of any appeals there- provision of this policy, this policy shall be construed as a establish the title to the estate or interest or the lien of the from,it shall have fully performed its obligations with respect to whole insured mortgage,as insured,or to prevent or reduce loss or that matter and shall not be liable for any loss or damage (b) Any claim of loss or damage,whether or not based on damage to the insured The Company may take any appropriate caused thereby negligence,and which arises out of the status of the lien of the action under the terms of this policy,whether or not it shall be (b) In the event of any litigation,including litigation by insured mortgage or of the title to the estate or interest covered liable hereunder, and shall not thereby concede liability or the Company or with the Company's consent, the Company hereby or by any action asserting such claim,shall be restricted waive any provision of this policy If the Company shall exercise shall have no liability for loss or damage until there has been a to this policy its rights under this paragraph,it shall do so diligently final determination by a court of competent junsdictmn,and dis- (c) No amendment of or endorsement to this policy can (c) Whenever the Company shall have brought an action position of all appeals therefrom,adverse to the title or to the be made except by a writing endorsed hereon cr attached hereto or interposed a defense as required or permitted by the pro- lien of the insured mortgage as insured signed by either the President,a Vice President,the Secretary, visions of this policy,the Company may pursue any litigation to (c) The Company shall not be liable for loss or damage to an Assistant Secretary,or validating officer or authorized signa- final determination by a court of competent jurisdiction and any insured for liability voluntarily assumed by the insured in tory of the Company expressly reserves the right, in its sole discretion, to appeal settling anyclaimorsuit without the prici written consent of the 15 SEVERABILITY from any adverse judgment or order Company In the event any provision of this policy is held invalid or (d) In all cases where this policy permits or requires the (d) The Company shall not be liable for unenforceable under applicable law,the policy shall be deemed Company to prosecute or provide for the defense of any action (i) any indebtedness created subsequent to Date of not to include that provision and all other provisions shall or oroceeding,the insured shall secure to the Company the right Policy except for advances made to protect the lien of the remain in full force and effect to so prosecute or provide defense in the action or proceeding, insured mortgage and secured thereby and reasonable amounts and all appeals therein,and permit the Company to use,at its expended to prevent deterioration of improvements,or 16 NOTICES,WHERE SENT option, the name of the insured for this purpose Whenever (ii) construction loan advances made subsequent to All notices required to be given the Company and any state- requested by the Company, the insured, at the Company's Date of Policy,except construction loan advances made subse- ment in writing required to be furnished the Company shall expense shall give the Company all reasonable aid(i)in any quent to Date of Policy for the purpose of financing in whole or in include the number of this policy and shall be addressed to the action or proceeding,securing evidence,obtaining witnesses, part the construction of an improvement to the land which at Company at 114 East Fifth Street,Santa Ana,California 92701 prosecuting or defending the action or proceeding,or effecting Date of Policy were secured by the insured mortgage and which or to the office whicn issued this policy ALTA LOAN POLICY OR-1583685 (1987) SCHEDULE A TOTAL FEE FOR TITLE, EXAMINATION AND TITLE INSURANCE $2,415. 00 AMOUNT OF INSURANCE: $5,740,000.00 LOAN NO. (NONE SHOWN) DATE OF POLICY: SEPTEMBER 26, 1991 AT 9: 05 A. M. 1. NAME OF INSURED: FIRST INTERSTATE BANK, LTD. , AS TRUSTEE. 2 . THE ESTATE OR INTEREST IN THE LAND WHICH IS ENCUMBERED BY THE INSURED MORTGAGE IS: SEE PAGE 3. 3. TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AS TO THE FEE ESTATE AND AS LESSOR TO THE LEASEHOLD ESTATE; THE CITY OF HUNTINGTON BEACH, AS LESSEE TO THE LEASEHOLD ESTATE. 4. THE INSURED MORTGAGE AND ASSIGNMENTS THEREOF, IF ANY, ARE DESCRIBED AS FOLLOWS: A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF $4, 600, 000.00, RECORDED JUNE 19, 1984 OF OFFICIAL RECORDS, AS INSTRUMENT NO. 84-251297. DATED: MAY 1, 1984. TRUSTOR: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY. BENEFICIARY: FIRST INTERSTATE BANK OF CALIFORNIA, A CALIFORNIA BANKING CORPORATION, AS TRUSTEE. CONTINUED ON PAGE 4. 5. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: SEE EXHIBIT "A1l ATTACHED HERETO. PAGE 2 ALTA LOAN POLICY OR-1583685 (1987) (PARAGRAPH 2 OF SCHEDULE A, CONTINUED) A FEE ESTATE, AND A LEASEHOLD ESTATE CREATED BY A LEASE DATED MAY 1, 1984, EXECUTED BY THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AS LESSOR, AND BY THE CITY OF HUNTINGTON BEACH, AS LESSEE, RECORDED JUNE 19, 1984 AS INSTRUMENT NO. 84-251295 OF OFFICIAL RECORDS. THE LEASE HAS BEEN AMENDED AND RESTATED BY A DOCUMENT ENTITLED FIRST AMENDED AND RESTATED LEASE AGREEMENT DATED SEPTEMBER 1, 1991, EXECUTED BY THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AS LESSOR, AND THE CITY OF HUNTINGTON BEACH, AS LESSEE, AS DISCLOSED OF RECORD BY A MEMORANDUM OF FIRST AMENDED AND RESTATED LEASE AGREEMENT RECORDED SEPTEMBER 26, 1991 AS INSTRUMENT NO. 91-523534 OF OFFICIAL RECORDS. PAGE 3 ALTA LOAN POLICY OR-1583685 (1987) (PARAGRAPH 4 OF SCHEDULE A, CONTINUED) NOTE: AN ASSIGNMENT OF THE LESSORS INTEREST UNDER THE LEASEHOLD ESTATE, AS ADDITIONAL SECURITY FOR THE PAYMENT OF CERTIFICATES OF PARTICIPATION IN THE AMOUNT OF $5,740,000. 00, RECORDED SEPTEMBER 26, 1991 AS AN EXHIBIT TO A MEMORANDUM OF FIRST AMENDED AND RESTATED LEASE AGREEMENT EXECUTED BY THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, FIRST INTERSTATE BANK, LTD. , AS TRUSTEE AND THE CITY OF HUNTINGTON BEACH, AS INSTRUMENT NO. 91- 52353E OF OFFICIAL RECORDS. PAGE 4 ALTA LOAN POLICY OR-1583685 (1987) SCHEDULE B EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEYS® FEES OR EXPENSES) WHICH ARISE BY REASON OF: PART I 1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1991-1992, A LIEN NOT YET PAYABLE. 2 . THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE. 3. COVENANTS, CONDITIONS AND RESTRICTIONS COVERING THAT PORTION THEREOF LYING WITHIN THE EAST 1/2 OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 35, AS CONTAINED IN THE DEED FROM THE HUNTINGTON BEACH COMPANY, RECORDED MAY 21, 1913 IN BOOK 152, PAGE 198 OF DEEDS, BUT DELETING RESTRICTIONS BASED UPON COLOR, RACE, RELIGION OR NATIONAL ORIGIN. 4. ANY RESTRICTIONS COVERING THE FUTURE USE OF THE LAND, AS DISCLOSED BY A "STATEMENT FOR A REDEVELOPMENT PROJECT", RECORDED OCTOBER 5, 1982 AS INSTRUMENT NO. 82-350907 OF OFFICIAL RECORDS, COVERING THE HEREIN DESCRIBED AND OTHER LAND. 5. AN EASEMENT ALONG THE SOUTHERLY PORTION OF TALBERT AVENUE FOR EITHER OR BOTH OVERHEAD OR UNDERGROUND ELECTRICAL DISTRIBUTION FACILITIES, AS DESCRIBED IN THE DEED TO SOUTHERN CALIFORNIA EDISON COMPANY RECORDED MARCH 2, 1979 IN BOOK 13054, PAGE 1732 OF OFFICIAL RECORDS. 6. EASEMENTS ALONG THE SOUTH SIDE OF TALBERT ROAD FOR GAS DISTRIBUTION PIPES AND INCIDENTS THERETO, AS DESCRIBED IN THE AGREEMENT BY W. E. JOLLY AND OTHERS, AND THE SOUTHERN COUNTIES GAS COMPANY OF CALIFORNIA, RECORDED MAY 31, 1950 IN BOOK 2020, PAGE 88 OF OFFICIAL RECORDS. 7. AN ACTION COMMENCED APRIL 3, 1987 AND NOW PENDING IN THE SUPERIOR COURT FOR THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CASE NO. 51-95-77. PLAINTIFF: TRIPLE H. PROPERTIES, A GENERAL PARTNERSHIP. DEFENDANT: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA; CITY COUNCIL AND CITY OF HUNTINGTON BEACH, CALIFORNIA; BOURESTON DEVELOPMENT, INC. ; SOUTHWEST PAGE 5 ALTA LOAN POLICY OR-1583685 (1987) QUILTED PRODUCTS, INC. ; JOE E. ROBERTSON; JACK KELLY; JOHN ERSKING; WES BANNISTER; RUTH FINLEY; PETER GREEN; TOM MAYS; GRACE WINCHELL; CHARLES W. THOMPSON; AND DOES 1 THROUGH 100, INCLUSIVE. TO/FOR: PREVENT THE TAKING AND SALE OF PROPERTY IN WHICH PLAINTIFF HAS AN INTEREST AND TO ESTABLISH AN EASEMENT AND EQUITABLE SERVITUDE IN SAID PROPERTY. NOTICE OF PENDENCY OF SAID ACTION WAS RECORDED APRIL 3, 1987 AS INSTRUMENT NO. 87-183214 OF OFFICIAL RECORDS. 8. ANY FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS OF ANY LEASE OR SUBLEASE AND THE AMENDMENTS THEREOF, AS SHOWN HEREIN. PAGE 6 ALTA LOAN POLICY OR-1583685 (1987) SCHEDULE B PART II IN ADDITION TO THE MATTERS SET FORTH IN PART I OF THIS SCHEDULE, THE TITLE TO THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN SCHEDULE A IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN, BUT THE COMPANY INSURES THAT SUCH MATTERS ARE SUBORDINATE TO THE LIEN OR CHARGE OF THE INSURED MORTGAGE UPON SAID ESTATE OR INTEREST: 9. A FINANCING STATEMENT RECORDED JUNE 20, 1984 AS INSTRUMENT NO. 84-253078 OF OFFICIAL RECORDS, SHOWING DEBTOR: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. SECURED PARTY: FIRST INTERSTATE BANK OF CALIFORNIA, AS TRUSTEE UNDER TRUST AGREEMENT DATED AS OF MAY 1, 1984 . DATED: JUNE 19, 1984. PAGE 7 ALTA LOAN POLICY OR-1583685 (1987) EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHEAST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF BLOCK E AND BLOCK A OF TRACT NO. 172 AS SHOWN ON A MAP RECORDED IN BLOCK 12, PAGES 21 AND 22 OF SAID MISCELLANEOUS MAPS, AND PORTIONS OF BLOCKS C AND D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF MISCELLANEOUS MAPS, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT NO. 1 OF SAID BLOCK E; THENCE ALONG THE WEST LINE OF SAID LOT NO. 1, SOUTH 0° 44 ' 14" EAST 20. 00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND 50. 00 FEET SOUTH, MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF TALBERT AVENUE, AS SAID CENTERLINE IS SHOWN ON SAID MAP OF TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 890 09 ' 3011 EAST 90.44 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 39.50 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 880 27 ' 37111 AN ARC DISTANCE OF 60.98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 240.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 300 10 ' 16" , AN ARC DISTANCE OF 126.38 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 200. 00 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 310 49' 00" , AN ARC DISTANCE OF 111. 06 FEET TO A POINT ON THE EAST LINE OF LOT NO. 69 OF SAID BLOCK A; THENCE CONTINUING ALONG SAID EAST LINE OF LOT 69 AND THE EAST LINE OF LOTS 75, 81, 87, 93 , 99 AND 105 OF SAID BLOCK A, SOUTH 172.94 FEET TO THE NORTHWEST CORNER OF LOT 112 OF SAID BLOCK A; THENCE ALONG THE NORTH LINE OF SAID LOT 112, NORTH 890 10' 26" EAST 49. 00 FEET TO THE NORTHEAST CORNER OF SAID LOT 112; THENCE ALONG THE EAST LINE OF LOTS 112, 118, 124, 130, 136, 142 AND 148 OF SAID BLOCK A, SOUTH 0° 49 ' 1011 EAST 172.93 FEET TO THE SOUTH LINE OF SAID TRACT NO. 172, SAID SOUTH LINE ALSO BEING THE NORTH LINE OF TRACT NO. 8197 AS SHOWN ON A MAP RECORDED IN BOOK 452, PAGES 2 THROUGH 48 INCLUSIVE OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID NORTH LINE, SOUTH 890 101 5011 WEST 245.00 FEET TO THE WEST LINE OF SAID TRACT NO. 8197, SAID WEST LINE ALSO BEING THE EAST LINE OF BLOCK D OF TRACT NO. 570 AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGE 41 OF SAID MISCELLANEOUS MAPS; THENCE ALONG SAID EAST LINE, SOUTH 00 44 ' 14" EAST 70. 00 FEET TO A POINT BEING NORTH 00 44 ' 14" WEST 589.52 FEET FROM THE SOUTHEAST CORNER OF SAID BLOCK D; PAGE 8 ALTA LOAN POLICY OR-1583685 (1987) THENCE SOUTH 890 15' 46" WEST 89.36 FEET; THENCE NORTH 570 12 ' 51" WEST 146. 93 FEET; THENCE NORTH 320 47 ' 09" EAST 112.00 FEET TO A LINE PARALLEL WITH AND 150. 00 FEET WEST, MEASURED AT RIGHT ANGLES FROM THE WEST LINE OF SAID TRACT NO. 172; THENCE ALONG SAID PARALLEL LINE, NORTH 00 44 ' 14" WEST 225. 00 FEET TO THE NORTH LINE OF THE SOUTH ONE-HALF OF THE EAST ONE-HALF OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG SAID NORTH LINE, NORTH 890 10' 10" EAST 150.00 FEET TO THE WEST LINE OF SAID TRACT NO. 172; THENCE NORTH 00 44 ' 14" WEST ALONG SAID WEST LINE, 279.76 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM, LOTS 1 AND 13 IN BLOCK A OF SAID TRACT NO. 172. EXCEPTING THEREFROM, ALL OIL, GAS, AND OTHER HYDROCARBON SUBSTANCES, IN, ON OR UNDER SAID LAND, AS RESERVED AND GRANTED IN DEEDS OF RECORD. RO:MS PAGE 9 ENDORSEMENT ATTACHED TO POLICY NO. OR-150685 ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY THE COMPANY HEREBY INSURES AGAINST LOSS WHICH SAID INSURED SHALL SUSTAIN BY REASON OF ANY OF THE FOLLOWING MATTERS: 1. ANY INCORRECTNESS IN THE ASSURANCE WHICH THE COMPANY HEREBY GIVES: (A) THAT THERE ARE NO COVENANTS, CONDITIONS, OR RESTRICTIONS UNDER WHICH THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A CAN BE CUT OFF, SUBORDINATED, OR OTHERWISE IMPAIRED; (8) THAT THERE ARE NO PRESENT VIOLATIONS ON SAID LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS, OR RESTRICTIONS; (C) THAT, EXCEPT AS SHOWN IN SCHEDULE B, THERE ARE NO ENCROACHMENTS OF BUILDINGS, STRUCTURES, OR IMPROVEMENTS LOCATED ON SAID LAND ONTO ADJOINING LANDS, NOR ANY ENCROACHMENTS ONTO SAID LAND OF BUILDINGS, STRUCTURES, OR IMPROVEMENTS LOCATED ON ADJOINING LANDS. 2. (A) ANY FUTURE VIOLATIONS ON SAID LAND OF ANY COVENANTS, CONDITIONS, OR RESTRICTIONS OCCURRING PRIOR TO ACQUISITION OF TITLE TO SAID ESTATE OR INTEREST BY THE INSURED, PROVIDED SUCH VIOLATIONS RESULT IN LOSS OR IMPAIRMENT OF THE LIEN OF THE MORTGAGE REFERRED TO IN SCHEDULE A, OR RESULT IN LOSS OR IMPAIRMENT OF THE TITLE TO SAID ESTATE OR INTEREST IF THE INSURED SHALL ACQUIRE SUCH TITLE IN SATISFACTION OF THE INDEBTEDNESS SECURED BY SUCH MORTGAGE; (6) UNMARKETABILITY OF THE TITLE TO SAID ESTATE OR INTEREST BY REASON OF ANY VIOLATIONS ON SAID LAND, OCCURRING PRIOR TO ACQUISITION OF TITLE TO SAID ESTATE OR INTEREST BY THE INSURED, OF ANY COVENANTS, CONDITIONS, OR RESTRICTIONS. 3. DAMAGE TO EXISTING IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY OR TREES (A) WHICH ARE LOCATED OR ENCROACH UPON THAT PORTION OF THE LAND SUBJECT TO ANY EASEMENT SHOWN IN SCHEDULE B, WHICH DAMAGE RESULTS FROM THE EXERCISE OF THE RIGHT TO USE OR MAINTAIN SUCH EASEMENT FOR THE PURPOSES FOR WHICH THE SAME WAS GRANTED OR RESERVED; (8) RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF SAID LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF SAID LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. 4. ANY FINAL COURT ORDER OR JUDGMENT REQUIRING REMOVAL FROM ANY LAND ADJOINING SAID LAND OF ANY ENCROACHMENT SHOWN IN SCHEDULE B. WHEREVER IN THIS ENDORSEMENT ANY OR ALL THE WORDS "COVENANTS, CONDITIONS OR RESTRICTIONS" APPEAR THEY SHALL NOT BE DEEMED TO REFER TO OR INCLUDE THE TERMS COVENANTS AND CONDITIONS CONTAINED IN ANY LEASE REFERRED TO IN SCHEDULE A. THE TOTAL LIABILITY OF THE COMPANY UNDER SAID POLICY AND ANY ENDORSEMENTS THEREIN SHALL NOT EXCEED, IN THE AGGREGATE, THE FACE AMOUNT OF SAID POLICY AND COSTS WHICH THE COMPANY IS OBLIGATED UNDER THE CONDITIONS AND STIPULATIONS THEREOF TO PAY. THIS ENDORSEMENT IS MADE A PART OF SAID POLICY AND IS SUBJECT TO THE SCHEDULES, CONDITIONS AND STIPULATIONS THEREIN, EXCEPT AS MODIFIED BY THE PROVISIONS HEREOF. FIRST AMERICAN TITLE INSURANCE COMPANY • C. L. KIRK - ASSISTANT SECRETARY CLTA FORM 100 (REV. 12/4/69) ALTA - LENDER ENDORSEMENT ATTACHED TO POLICY NO. OR-15M85 ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY SECTION 1 OF THE CONDITIONS AND STIPULATIONS OF THIS POLICY IS HEREBY AMENDED BY DELETING THEREFROM SUBPARAGRAPH (a) AND SUBSTITUTING IN LIEU THEREOF THE FOLLOWING: (a) "INSURED": THE INSURED NAMED IN SCHEDULE A, TOGETHER WITH EACH OWNER OR LEGAL HOLDER OF ANY OF THE CERTIFICATES OF PARTICIPATION SECURED BY THE INSURED MORTGAGE. THE TERM "INSURED" ALSO INCLUDES (i) EACH SUCCESSOR OF THE NAMED INSURED, AS TRUSTEE UNDER THE INDENTURE REFERRED TO IN THE INSURED MORTGAGE, PROVIDED THE SUCCESSOR IS THE PARENT OR WHOLLY-OWNED SUBSIDIARY OF THE NAMED INSURED, AND THEIR CORPORATE SUCCESSORS BY OPERATION OF LAW AND NOT BY PURCHASE, SUBJECT TO ANY RIGHTS OR DEFENSES THE COMPANY MAY HAVE AGAINST ANY PREDECESSOR INSUREDS; 0 1) EACH SUCCESSOR IN OWNERSHIP OF ANY OF THE CERTIFICATES OF PARTICIPATION SECURED BY THE INSURED MORTGAGE (RESERVING, HOWEVER, ALL RIGHTS AND DEFENSES AS TO ANY SUCH SUCCESSOR THAT THE COMPANY WOULD HAVE HAD AGAINST ANY PREDECESSOR INSURED, UNLESS THE SUCCESSOR ACQUIRED THE CERTIFICATES OF PARTICIPATION AS A PURCHASER FOR VALUE WITHOUT KNOWLEDGE OF THE ASSERTED DEFECT, LIEN, ENCUMBRANCE, ADVERSE CLAIM OR OTHER MATTER INSURED AGAINST BY THIS POLICY AS AFFECTING TITLE TO THE ESTATE OR INTEREST IN THE LAND); (1ii) ANY GOVERNMENTAL AGENCY OR GOVERNMENTAL INSTRUMENTALITY WHICH IS AN INSURER OR GUARANTOR UNDER AN INSURANCE CONTRACT OR GUARANTEE INSURING OR GUARANTEEING THE INDEBTEDNESS EVIDENCED BY SAID CERTIFICATES OF PARTICIPATION, OR ANY PART THEREOF, WHETHER NAMED AS AN INSURED HEREIN OR NOT; (iv) THE PARTIES DESIGNATED IN SECTION 2(a) OF THESE CONDITIONS AND STIPULATIONS. SECTION 1 OF THE CONDITIONS AND STIPULATIONS OF THIS POLICY IS FURTHER AMENDED BY ADDING SUBPARAGRAPH (h) THERETO TO READ AS FOLLOWS: (h) "CERTIFICATES OF PARTICIPATION": THE EVIDENCES OF INDEBTEDNESS, WHETHER ONE OR MORE, SECURED BY SAID MORTGAGE. SECTION 6 OF THE CONDITIONS AND STIPULATIONS OF SAID POLICY IS HEREBY AMENDED BY DELETING THE PRINTED TEXT THEREOF AND SUBSTITUTING IN LIEU THEREOF THE FOLLOWING: 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY. IN CASE OF A CLAIM UNDER THIS POLICY, THE COMPANY SHALL HAVE THE FOLLOWING ADDITIONAL OPTIONS: (a) TO PAY OR TENDER PAYMENT OF THE AMOUNT OF INSURANCE OR TO PURCHASE THE CERTIFICATES OF PARTICIPATION. 0) TO PAY OR TENDER PAYMENT OF THE AMOUNT OF INSURANCE UNDER THIS POLICY TOGETHER WITH ANY COSTS, ATTORNEYS' FEES AND EXPENSES INCURRED BY THE INSURED CLAIMANT, WHICH WERE AUTHORIZED BY THE COMPANY, UP TO THE TIME OF PAYMENT OR TENDER OF PAYMENT AND WHICH THE COMPANY IS OBLIGATED TO PAY; OR (11) TO PURCHASE THE CERTIFICATES OF PARTICIPATION SECURED BY THE INSURED MORTGAGE FOR THE AMOUNT OWING THEREON TOGETHER WITH ANY COSTS, ATTORNEYS' FEES AND EXPENSES INCURRED BY THE INSURED CLAIMANT, WHICH WERE AUTHORIZED BY THE COMPANY, UP TO THE TIME OF PURCHASE AND WHICH THE COMPANY IS OBLIGATED TO PAY. IF THE COMPANY OFFERS TO PURCHASE SAID CERTIFICATES OF PARTICIPATION AS HEREIN PROVIDED, SUCH INSURED SHALL TRANSFER, ASSIGN AND DELIVER SAID CERTIFICATES OF PARTICIPATION AND THE INSURED MORTGAGE, TOGETHER WITH ANY COLLATERAL SECURITY, TO THE COMPANY UPON PAYMENT THEREFOR. UPON THE EXERCISE BY THE COMPANY OF EITHER OF THE OPTIONS PROVIDED FOR IN PARAGRAPHS a(i) OR (ii), ALL LIABILITY AND OBLIGATIONS TO THE INSURED UNDER THIS POLICY, OTHER THAN TO MAKE THE PAYMENT REQUIRED IN THOSE PARAGRAPHS, SHALL TERMINATE, INCLUDING ANY LIABILITY OR OBLIGATION TO DEFEND, PROSECUTE OR CONTINUE ANY LITIGATION, AND THE POLICY SHALL BE SURRENDERED TO THE COMPANY FOR CANCELLATION. (b) TO PAY OR OTHERWISE SETTLE WITH PARTIES OTHER THAN THE INSURED OR WITH THE INSURED CLAIMANT. (i) TO PAY OR OTHERWISE SETTLE WITH OTHER PARTIES FOR OR IN THE NAME OF AN INSURED CLAIMANT ANY CLAIM INSURED AGAINST UNDER THIS POLICY, TOGETHER WITH ANY COSTS, ATTORNEYS' FEES AND EXPENSES INCURRED BY THE INSURED CLAIMANT WHICH WERE AUTHORIZED BY THE COMPANY UP TO THE TIME OF PAYMENT AND WHICH THE COMPANY IS OBLIGATED TO PAY; OR PAGE 1 00 TO PAY OR OTHERWISE SETTLE WITH THE INSURED CLAIMANT THE LOSS OR DAMAGE PROVIDED FOR UNDER THIS POLICY, TOGETHER WITH ANY COSTS, ATTORNEYS' FEES AND EXPENSES INCURRED BY THE INSURED CLAIMANT WHICH WERE AUTHORIZED BY THE COMPANY UP TO THE TIME OF PAYMENT AND WHICH THE COMPANY 1S OBLIGATED TO PAY. UPON THE EXERCISE BY THE COMPANY OF EITHER OF THE OPTIONS PROVIDED FOR 1N PARAGRAPHS b(i) OR (H), THE COMPANY'S OBLIGATIONS TO THE INSURED UNDER THIS POLICY FOR THE CLAIMED LOSS OR DAMAGE, OTHER THAN THE PAYMENTS REQUIRED TO BE MADE, SHALL TERMINATE, INCLUDING ANY LIABILITY OR OBLIGATION TO DEFEND, PROSECUTE OR CONTINUE ANY LITIGATION. 1F THIS ENDORSEMENT IS ATTACHED TO AN ALTA LOAN POLICY - 1970, THEN IN THAT EVENT, THE FOREGOING REFERENCES TO SECTION 1 AND SUBPARAGRAPHS (a) AND (h) THEREOF, SECTION 2(a) AND TO SECTION 6, ALL OF THE CONDITIONS AND STIPULATIONS, SHALL BE DEEMED TO REFER TO PARAGRAPH 1 AND SUBPARAGRAPHS (a) AND (g) THEREOF, PARAGRAPH 2(a) AND TO PARAGRAPH 5, RESPECTIVELY, ALL OF THE CONDITIONS AND STIPULATIONS. ANY LOSS UNDER THIS POLICY SHALL BE PAYABLE TO THE INSURED AS THEIR RESPECTIVE INTERESTS MAY APPEAR. IF PAYMENT IS MADE TO ANY OWNER OR LEGAL HOLDER OF ANY OF SAID CERTIFICATES OF PARTICIPATION, SUCH PAYMENT SHALL BE MADE RATABLY WITH OTHER BONDHOLDERS. PAYMENT BY THE COMPANY TO ANY OWNER OR LEGAL HOLDER OF ANY OF SAID CERTIFICATES OF PARTICIPATION SHALL REDUCE PRO TANTO THE LIABILITY OF THE COMPANY UNDER THIS POLICY TO SUCH OWNER OR LEGAL HOLDER. FIRST AMERICAN TITLE INSURANCE COMPANY • BY C. L. KIRK - ASSISTANT SECRETARY CLTA FORM 112.1 (REV. 2-10-88) ALTA-LENDER-BONDHOLDER PAGE 2 tDo A TA L BERT TAL BERT — AVENUE o T 64 3 ` - - 5 `c 2 TRACT � � s� � � �� � �- �_ �'��• ' � III ,,> 0 u 5 25 's 27• (5 "f3 t c9 � n �O O ,--� \ 5 ;fi 6 3 '63 lU,14 1, I /oBLK O 35 8 I i I � I /-/ 'Ile 11/5 I � i (� �1 � crnay I RCOONDO �y 'first America � C/RCLC iF� IS "'M01,'ta���, � -- --- - - - - - - -- ---- 2,5 is Not Part Of This j itle Evidence UJ 0 �, OFFICE OF a�aIINBTOp CITY ATTORNEY � _ s e P O BOX 2740 ycf��NTI 2000 MAIN STREET HUNTINGTON BEACH CALIFORNIA 92647 GAIL HUTTON TELEPHONE City Attorney (714)536-%55 September 26, 1991 Stone & Youngberg One California Street, Suite 2800 San Francisco, CA 94111 Re: $5, 740, 000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California as the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen: I am the City Attorney for the City of Huntington Beach (the "City" ) and the Agency Attorney for the Redevelopment Agency of the City of Huntington Beach (the "Agency" ) , and in that connection I have examined certain records reflecting the actions taken by the City and the Agency pertaining to the authorization, execution and delivery by the City and the Agency, as applicable, of the following agreements (collectively, the "Agreements") : (a) First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement" ) , by and between the Agency and the City; (b) Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency and the City; (c) Assignment Agreement, dated as of September 1, 1991, by and between the Agency and First Interstate Bank of California, as escrow bank; (d) Trust Agreement, dated as of September 1, 1991, by and among First Interstate Bank, Ltd. , as trustee (the "Trustee" ) , the Agency and the City; Page 2 Stone & Youngberg September 26, 1991 (e) Escrow Deposit and Trust Agreement, dated as of September 1, 1991, by and between First Interstate Bank of California, as escrow bank, and the City; and (f) Purchase Agreement, dated September 5, 1991, by and between Stone & Youngberg, as underwriter, and the City. Based upon such examination, I am of the opinion that : 1 . The City is a municipal corporation and charter city duly organized and validly existing under the Constitution and laws of the State of California, with full power and authority to execute and perform its obligations under the Agreements to which the City is a party. 2 . The Agency is a public body, corporate and politic, duly organized and validly existing under the Community Redevelopment Law of the State of California, with full power and authority to execute and perform its obligations under the Agreements to which the Agency is a party. 3 . The Official Statement, dated September 9, 1991 (the "Official Statement") , relating to the captioned 1991 Refunding Certificates of Participation executed and delivered this date by the Trustee (the "Certificates") , has been duly authorized, executed and delivered by the City and the information therein as to the City and the City' s obligations under the Agreements to which the City is a party is correct and does not omit any statement which, in my opinion, should be included or referred to therein. 4 . Resolution No. 6317, adopted by the City Council of the City on August 19, 1991, approving and authorizing the execution and delivery of the Agreements to which the City is a party, and the Official Statement, was duly adopted at one or more meetings of the City Council of the City which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. 5 . Resolution No. 217, adopted by the governing body of the Agency on August 19 , 1991, approving and authorizing the execution and delivery of the Agreements to which the Agency is a party, was duly adopted at one or more meetings of the governing body of the Agency which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. Page 3 Stone & Youngberg September 26, 1991 6 . The execution and delivery of the Agreements, and compliance with the provisions thereof, under the circumstances contemplated therein, do not and will not in any material respect conflict with or constitute on the part of the City or the Agency, as applicable, a breach of or default under any material agreement of instrument to which the City or the Agency is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City or the Agency is subject . 7 . The Agreements have been duly authorized, executed and delivered by the City and the Agency, as applicable, and constitute legal, valid and binding obligations of the City and the Agency, as applicable, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, the application of equitable principles where appropriate or other laws affecting the enforcement of creditors ' rights generally. 8 . No litigation is pending or threatened to restrain or enjoin the payment of Lease Payments (as such term is defined in the Lease Agreement) pledged under the Lease Agreement, in any way contesting or affecting the validity of the Certificates, the Agreements or in any way contesting the existence or powers of the City or the Agency. 9 . No event affecting the City or the Agency has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement or information concerning the City or the Agency contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein concerning the City or the Agency not misleading in any material respect. 10 . No authorization, approval, consent or other order of the State of California or any other governmental authority or agency within the State of California is required for the valid authorization, execution and delivery by the City or the Agency, as applicable, of the Agreements or by the City of the Official Statement . Very truly yours, GAIL HUTTON City Attorney GCH:KML:k 18019-M JHHW CFA KML 9/19^91 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH INCUMBENCY AND SIGNATURE CERTIFICATE OF THE AGENCY The undersigned hereby state and certify: (i) that they are the duly appointed, qualified and acting Chairman and Secretary, respectively, of the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and as such, are familiar with the facts herein certified and are authorized and qualified to certify the same, (ii) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly appointed, qualified and acting members of the Agency and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names Date of Beginning Date of Ending Members of Current Term of Current Term Peter Green November, 1988 November, 1992 Jim Silva November, 1988 November, 1992 Jack Kelly November, 1990 November, 1994 Don MacAllister November, 1988 November, 1992 Linda Moulton-Patterson November, 1990 November, 1994 Earl Robitaille November, 1990 November, 1994 Grace Winchell November, 1990 November, 1994 (iii) that the signatures set forth opposite the names of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated below: Name/Title Signature Peter Green, Chairman Michael T. Uberuaga, Executive Director d4!�e�_ Connie Brockway,-SeeFeta (iv) and, that for and on behalf of the Agency, the within-named Chairman and the within-named Executive Director have executed and the within-named Secretary has attested to each of the following agreements: (a) First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City of Huntington Beach (the "City"), as lessee, (b) Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City, as lessee, (c) Assignment Agreement, dated as of September 1, 1991, by and between the Agency and First Interstate Bank, Ltd., as trustee (the"Trustee"), and (d) Trust Agreement, dated as of September 1, 1991, by and among the Trustee, the Agency and the City. Dated. September 26, 1991 REDEVELOPMENT AGENCY OF THE CITY HUNTINGTON BEACH By— Peter Green, Chairman [SEAL] Byegl� Connie Brockway, tl -2- 18019M JHHW CFA KML 9/1"1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH OFFICER'S CERTIFICATE OF AGENCY The undersigned hereby states and certifies (i) that he is the duly appointed, qualified and acting Executive Director of the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is a duly designated "Agency Representative" of the Agency, as such term is defined in that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among First Interstate Bank, Ltd., as trustee (the"Trustee"), the Agency and the City of Huntington Beach (the"City"), (ui) that, on August 19, 1991, the members of the Agency duly adopted Resolution No. 217 (the "Resolution"), entitled "Resolution of the Redevelopment Agency of the City of Huntington Beach Approving Proceedings to Refinance the Emerald Cove Senior Citizens Housing Project, Authorizing Execution of Related First Amended and Restated Lease Agreement, Assignment Agreement and Trust Agreement, Approving Delivery and Sale of Not to Exceed $6,000,000 Principal Amount of Certificates of Participation and Approving Related Agreements and Matters", which Resolution has not been amended, supplemented, modified, rescinded or repealed and remains in full force and effect as of the date hereof; (iv) that the Agency has been duly created and authorized to transact business and exercise its powers under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California), and no action has been taken by the City Council of the City pursuant to said Community Redevelopment Law to dissolve the Agency or to suspend its powers, (v) that the Agency has duly authorized the execution, delivery and performance of the following agreements (collectively referred to herein as the"Agreements"): (a) First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency, as lessor and the City, as lessee, (b) Assignment Agreement, dated as of September 1, 1991, by and between the Agency and the Truste, and (c) Trust Agreement; (vi) that the representations, warranties and agreements of the Agency contained in the Agreements are true and correct in all material respects as of the respective dates of the Agreements and as of the date hereof and are hereby reaffirmed, (vii) that the information relating to the Agency in the Official Statement, dated September 9, 1991 (the "Official Statement") relating to the captioned Certificates of Participation is, as of the date of the Official Statement and as of the date hereof,true and correct in all material respects, and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (viii) that the Agency has complied with all agreements, covenants and conditions to be complied with by the Agency at or prior to the date hereof under the Agreements; and (ix) that no default of Events of Default (as such term is defined in that certain Lease Agreement, dated as of May 1, 1984 (the "1984 Lease"), by and between the Agency and the City) has occurred or is continuing under the 1984 Lease and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such a default of Events of Default under the 1984 Lease. Dated. September 26, 1991 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH B b Michael T beruaga, Executive Director -2- 18019M JHHW CFA KML 9/1"1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH WRITTEN REQUEST OF AGENCY The undersigned hereby states and certifies (i) that he is the duly appointed, qualified and acting Chairman of the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is a duly designated "Agency Representative" of the Agency, as such term is defined in that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among First Interstate Bank, Ltd., as trustee (the"Trustee"), the Agency and the City of Huntington Beach (the "City"), (ni) that, pursuant to Section 2 01 of the Trust Agreement, the Trustee is hereby requested to prepare and execute 1991 Refunding Certificates of Participation substantially in the form attached as Exhibit A to the Trust Agreement in an aggregate principal amount of$5,740,000, evidencing the direct, undivided fractional interests of the owners thereof in lease payments to be made by the City to the Agency (the "Certificates") under that certain First Amended and Restated Lease Agreement, dated as of September 1, 1991, by and between the Agency and the City, and (iv) that the Trustee is further requested to deliver the executed Certificates to or upon the order of Stone&Youngberg, as underwriter (the"Underwriter"), upon receipt of the purchase price for the Certificates, pursuant to that certain Purchase Agreement, dated September 5, 1991, by and between the Underwriter and the City. Dated: September 26, 1991 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Peter Green, Chairman 18019-33 JHHW CFA KML 9/1"1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH REQUISITION NO. 1 FOR DISBURSEMENT FROM PROGRAM FUND The undersigned hereby states and certifies. (i) that he is the duly appointed, qualified and acting Executive Director of the Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that he is a duly designated "Agency Representative" of the Agency, as such term is defined in that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among First Interstate Bank, Ltd , as trustee (the "Trustee"), the Agency and the City of Huntington Beach (the "City"); (iii) that, pursuant to Section 4.02 of the Trust Agreement, the undersigned hereby directs the Trustee to withdraw the following amounts from the Program Fund and transfer such amounts on the date hereof as follows: (a) $4,917,512 55 to First Interstate Bank of California for application pursuant to the Escrow Agreement relating to the 1984 Lease and (b) $394,303 95 to the City, and (iv) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. Dated: September 26, 1991 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By Micha eruaga, Executive Director •A INCUMBENCY CERTIFICATE I, Vivian Savedra, Assistant Secretary of FIRST INIERS'I'ATE BANK, LTD, a California corporation, hereby certify that by resolutions duly adopted by the Board of Directors of the Corporation, the officers named upon this certificate have been duly elected, is now acting and is qualified to sign on behalf of this Corporation, that the specimen signatures appearing opposite the name and title is the genuine signature of such officers and that said resolutions electing these officers are now in full force and effect. Frederick A. Schaal Vice President xv' I, -�V Paula Oswald Assistant Vice President WITNESS my hand and the seal of said Corporation this 26th day of September, 1991. Assistant Secretary OF FIRST INTERSTATE BANK, LTD INCXJN�E2.11 EXHIBIT A CERTIFIED COPY OF RESOIDTION OF BOARD OF DIRECIORS OF FIRST INTERSTATE BANK, LTD. RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, General Counel, Assistant General Counsel, Vice President, or the Ccuptroller, together with the Secretary or any Manager, Assistant Manager, Assistant Vice President, Assistant Cashier, Assistant Cmptroller, Corporate Facilities Officer, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer, with or without the seal of this Corporation, may: (1) make, sign, execute, and deliver in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account, all bond indentures, conveyances, deeds, quit-claims, leases, mortgages, security agreements, powers of attorney, interest rate cap agreentients, bonds of indemnity or other undertakings, contracts for the purchase of sale of real or personal property, repurchase agreements or guaranties; (2) assign, transfer, and deliver bonds, certificates of stock and other obligations and instruments belonging to this Corporation; (3) authorize, in writing, the use of such preprinted form agreements of this Corporation as may be found to be necessary, proper of expedient, with or without execution by any officer of this Corporation; (4) except as otherwise provided in this resolution, make, sign, execute, and deliver any other instruments, documments or agreements relating to or affecting the property or business of this Corporation, or the property of business of any court trust held by this Corporation, or the property or business of any private trust held by this Corporation, which may be found necessary, proper or expedient to be executed, signed or delivered in conducting the business of this Corporation. FtR IEEt RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, General Counsel, Assistant General Counsel, Vice President, the Comptroller, Secretary, Manager, Assistant Manager, Assistant Vice President, Assistant Cashier, Assistant Ccuptroller, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, International Banking Officer, or Leasing Officer, with or without the seal of the Corporation, and in the name of and on behalf of this Corporation on its own account; (1) make, execute, and deliver full or partial reconveyances, releases or satisfactions of mortgages, deeds of trust, security agreements, loan agreements, assignments, judgments or liens relating to or affecting real or personal property; (2) make, execute, and deliver financing statements, statements of continuation, release, assignment, termination, and amendment, and any other documents relating to or affecting a security interest in personal property, settlement agreements, bankruptcy claims; (3) make, execute, and deliver assignments or reassignments of any notes, mortgages, security agreements, leases, royalties, insurance policies or any other documents executed in favor of or assigned to the Corporation as security for any indebtedness; (4) make, execute, and deliver interest rate swap agreements, currency swap agreements, participation agreements, loan agreements, reimbursement agreements, intercreditor agreements, building loan agreements, commitment letter, and modifications, aunts and originals of exhibits thereto; (5) extend, or consent to the extension of, the time for payment of any note, mortgage, security agreement or deed of trust; (6) accept delivery and receipt for any money or property paid or delivered to this Corporation; (7) make, execute and deliver (a) requests to any trustee or trustees named in any deed of trust under which this Corporation is or may hereafter become beneficiary or assignee of any beneficiary, for a full or partial reconveyance of the property covered by such deed of trust; (b) notices of breach and election of this Corporation to sell or cause to be sold any property described in any aforementioned deed of trust, to satisfy the obligation secured by said deed of trust, as is provided in Section 2924, of the Civil Code; (c) notices to trustee or trustees named in any aforementioned deed of trust, to proceed to carry out the terms of said deed of trust and to make sale of the property described in the said deed of trust, as is provided for by law, and to apply the proceed to the satisfaction of the obligation to this Corporation is acting as Trustee and Notices of Trustee's Sale and any and all other documents of every nature to be executed in connection with foreclosures under such deeds of trust excepting Trustee's deed after sale; (e) certify notes as being secured by deed of trust and/or declarations of trusts; (f) do any other act or sign any other document that may be necessary, expedient or proper in order to protect the rights of the said Corporation in any of said deeds of trust, and bring about the performance of the terns of any of said deeds of trust to satisfy the obligation to this Corporation on its awn apt or in any fiduciary or representative capacity; (8) execute and deliver proxies and powers of attorney to vote shares of corporate stocks held by this Corporation for itself or as Executor, Administrator, Receiver or Trustee, or any other representative or fiduciary capacity; (9) sign (a) certificate of authentication for and on behalf of this Corporation as trustee, or in other representative capacities, with respect to bonds, notes, debentures and other obligations issued under corporate mortgages, trust agreements and other indentures executed to this Corporation and (b) certificates for securities deposited, interim certificates,and other certificates for and on behalf of this Corporation as depository or agent; (10) countersign bonds, notes, certificates of stock, voting trust certificates or participation certificates on behalf of this Corporation as transfer agent or registrar; (11) certify certificates of cancellation and of cremation of stocks and bonds; (12) certify copies of any By-Law, record, docent or any instrument belonging to this Corporation or to any trust held by it; (13) execute and deliver contracts on such forms and pursuant to such term as have been approved in writing in advance by the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, or the Cannptroller, or any Senior Vice President, together with the Secretary or any Assistant Vice President, Assistant Cashier, Assistant Controller, Corporate Facilities Officer, Assistant Secretary, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer. FUG RESOLVED, that a copy of this resolution be recorded at the discretion of the Secretary in the office of the County Recorder of any County of the State of California. I, vivian Savedra, Assistant Secretary of First Interstate Bank, Ltd., a California banking corporation, hereby certify that the foregoing is a full, true and correct copy of resolutions duly adapted by the Board of Directors of said Corporation at a meeting of said Board duly and regularly held on the 26th day of February, 1988, at which meeting a quorum of said Board was present and acting, and that said resolutions are in full force and effect and have not been revoked. WITNESS my hand and the seal of said Corporation this 26th day of September, 1991. Assistant Secretary of FIRSST INTERSTATE BANK, LTD. RESOLLTD.11 18019M JHHW CFA KML W4l91 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF TRUSTEE The undersigned hereby states and certifies (►) that she is an authorized officer of First Interstate Bank, Ltd , acting as trustee (the "Trustee") under that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among the Trustee, the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City of Huntington Beach, and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (i►) that the Trustee is a banking corporation duly organized and validly existing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Trust Agreement and the Assignment Agreement, dated as of September 1, 1991 (the "Assignment Agreement"), by and between the Agency and the Trustee; (in) that the Trustee is duly authorized to enter into the Trust Agreement and the Assignment Agreement and to execute and deliver the captioned 1991 Refunding Certificates of Participation in the aggregate principal amount of $5,740,000, dated September 1, 1991 (the "Certificates") to Stone & Youngberg, as underwriter, pursuant to the terms of the Trust Agreement and, when executed and delivered by the other respective parties thereto, the Trust Agreement and the Assignment Agreement will constitute legal, valid and binding obligations of the Trustee enforceable in accordance with their respective terms, (►v) that the Trustee has duly executed and delivered the Certificates in accordance with the Trust Agreement, and (v) that to the best knowledge of the Trustee, the execution and delivery of the Trust Agreement, the Assignment Agreement and the Certificates and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, the Trustee's duties under said documents or any law, administrative regulation, court decree, resolution, charter, bylaw or other agreements to which the Trustee is subject to or by which it is bound. Dated: September 26, 1991 FIRST INTERSTATE BANK, LTD., as Trustee By '� Assistant Vice President 18019-M JHHW CFA KML W2591 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH TRUSTEE'S RECEIPT OF FUNDS AND ACKNOWLEDGMENT OF TRANSFER OF FUNDS The undersigned hereby states and certifies: (i) that she is an authorized officer of First Interstate Bank, Ltd , acting as trustee (the "Trustee") under that certain Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among the Trustee, the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach (the"City"), and as such, is familiar with the facts herein certified and is authorized to certify the same, (n) that on the date hereof the Trustee received from Stone & Youngberg, as underwriter (the "Underwriter"), of the captioned 1991 Refunding Certificates of Participation (the "Certificates"), the amount of $5,663,970.62, which represents the purchase price of the Certificates, and has deposited such amount into the funds and accounts established pursuant to the Trust Agreement as follows: $ 26,844 62 deposited into the Lease Payment Fund (representing accrued interest from September 1, 1991 to September 26, 1991) 211,142.85 deposited into the Reserve Fund 114,166 65 deposited into the Costs of Issuance Fund 5,311,816.50 deposited into the Program Fund $5,663,970 62 TOTAL AMOUNT DEPOSITED THIS DATE (iu) that the purchase price of the Certificates has been calculated by the Underwriter and represented to the Trustee to be as follows: $5,740,000 00 Principal Amount of Certificates (22,227 00) Less Original Issue Discount (80,647.00) Less Underwriter's Discount (1 405%) 26,844.62 Plus Accrued Interest from September 1, 1991 to the date hereof (25 days) $5,663,970.62 TOTAL PURCHASE PRICE RECEIVED THIS DATE (iv) that, of the amount deposited into the Program Fund ($5,311,816.50), the Trustee has this date transferred (a) $4,917,512 55 to First Interstate Bank of California (the "1984 Escrow Bank")for application pursuant to the Escrow Agreement relating to the 1984 Lease (the "Escrow Agreement") and (b) $394,303.95 to the City to be applied as set forth in Section 3.2 of the Lease; (v) that, on the date hereof, the Trustee received from the 1984 Escrow Bank, as trustee for the 1984 Certificates (as such term is defined in the Escrow Agreement), the amount of $250,807.15 and has deposited such amount this date into the Reserve Fund; and (vi) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. Dated September 26, 1991 FIRST INTERSTATE BANK, LTD., as Trustee By /OMM-O_ /Assistant Vice President -2- J E N S E N LAW OFFICE 220 BUSH STREET, 15TH FLOOR SAN FRANCISCO 94104-3517 TELEPHONE (415) 986-6520 FACSIMILE (415) 986-6993 26 September 1991 City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Stone & Youngberg One California Street, Suite 2800 San Francisco, California 94111 OPINION RE: City of Huntington Beach $5 ,740 ,000 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Pro]ect) Ladies and Gentlemen: We have acted as special counsel to First Interstate Bank, Ltd. , (the "Trustee" ) , in its capacity as Trustee under that certain Trust Agreement (the "Trust Agreement" ) , dated as of September 1 , 1991, by and between the Trustee, the Redevelopment Agency of the City of Huntington Beach (the "Agency" ) and the City of Huntington Beach (the "City" ) . In that connection, we have examined certain records reflecting the actions taken by the Trustee pertaining to the authorization, execution and delivery of the Trust Agreement and the Assignment Agreement (the "Assignment Agreement" ) , dated as of September 1, 1991, by and between the Agency and the Trustee, and the execution of the referenced Certificates of Participation (the "Certificates" ) . We have examined originals or copies certified or otherwise identified to our satisfaction of the Trust Agreement, the Assignment Agreement, and such other records and documents as we have considered necessary for the purpose of rendering the opinions set forth below. In To City of Huntington Beach DATE 26 September 1991 P 2 Stone & Youngberg examining such documents, we have not undertaken to independently verify the accuracy of the factual matters represented, warranted or certified in such documents. In making our examination, we have assumed that each party to the documents other than the Trustee has the power to enter into and perform its obligations thereunder, has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of such party. We express no opinion as to matters governed by any laws other than the substantive laws of the State of California (without reference to its conflicts of laws rules) and the federal laws of the United States of America which are in effect on the date hereof. We call attention to the fact that the rights and obligations under the Trust Agreement, the Assignment Agreement, and related documents are subject: to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors ' rights generally, to the application of equitable principles, and to the exercise of Dudicial discretion in appropriate cases. Based on the foregoing and subject to the limitations set forth below, we are of the opinion that: (1) The Trustee is a state banking corporation duly organized and validly existing under the laws of the State of California, having full power and being qualified to enter into and accept the trust created under the Trust Agreement, to enter into the Assignment Agreement, and perform its obligations under the Trust Agreement and the Assignment Agreement. ( 2 ) The Trust Agreement and the Assignment Agreement have been duly authorized, executed and delivered by the Trustee. ( 3 ) The Certificates have been duly executed and delivered by the Trustee. (4) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Trust Agreement or the Assignment Agreement or the execution and delivery of the Certificates. e To City of Huntington Beach DATE 26 September 1991 P 3 Stone & Youngberg We express no opinion as to any matter other than as expressly set forth above. We specifically express no opinion as to the status of the Certificates, the distribution thereof, or the interest thereon under ( i) any federal or state securities or "Blue Sky" laws or ( ii) any federal, state or local tax law. This opinion is as of the date hereof, and we undertake no obligation to advise you of any change in any matter set forth herein. Further, this opinion does not imply an approval or recommendation of any investment in any Certificate. Finally, this opinion is solely for the benefit of each addressee and its counsel, and may not be relied upon in any manner, or used, by any other person. Very truly yours, INCUMBENCY CEE=CATE I, Vivian Savedra, Assistant Secretary of FIRST INTERSTATE BANK OF CALMIO IA, a California corporation, hereby certify that by resolutions duly adopted by the Board of Directors of the Corporation, the officer named upon this certificate has been duly elected, is now acting and is qualified to sign on behalf of this Corporation, that the specimen signature appearing opposite the name and title is the genuine signature of such officer and that said resolutions electing this officer are now in full force and effect. Frederick A. Schaal Vice President 7, wl/ Paula Oswald Assistant Vice President WITNESS my hand and the seal of said Corporation this 25th day of September, 1991. ASSISTANT SECRETARY OF FIRST INTERSTATE BANK OF CALIFORNIA INCUMBE2.11 EXHIBIT A CERTIFIED COPY OF RESO=ON OF BOARD OF DIRECPORS OF F MT IN TAME BANK OF CALIFORNIA RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Assistant General Counsel, Vice President, or the Comptroller, together with the Secretary or any Manager, Assistant Manager, Senior Trust Officer, Assistant Vice President, Trust Officer, Assistant Cashier, Assistant Comptroller, Corporate Facilities Officer, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer, with or without the seal of this Corporation, ray: (1) make, sign, execute and deliver loan agreements and ccemmitment letters where the extension of credit amounts to or exceeds $20 million, and material modifications, material amexu3nents and originals of exhibits thereto; (2) make, sign, execute, and deliver in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account, all bond indentures, conveyances, deeds, quit-claims, leases, mortgages, security agreements, powers of attorney, bonds of indemnity or other undertakings, contracts for the purchase of sale of real or personal property, repurchase agreements or guaranties; (3) assign, transfer, and deliver bonds, certificates of stock and other obligations and instruments belonging to this Corporation or any trust held by this Corporation; (4) authorize, in writing, the use of such preprinted form agreements of this Corporation as may be found to be necessary, proper or expedient, with or without execution by any officer of this Corporation; (5) except as otherwise provided in this resolution, make, sign, execute, and deliver any other instruments, documents or agreements relating to or affecting the property or business of this Corporation, or the property or business of any court trust held by this Corporation, or the property or business of any private trust held by this Corporation, which may be found necessary, proper or expedient to be executed, signed or delivered in conducting the business of this Corporation. FUG RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Assistant General Counsel, Vice President, or the Cmptroller, Secretary, any Senior Trust Officer, Manager, Assistant Manager, Assistant Vice President, Trust Officer, Assistant Cashier, Assistant Comptroller, Assistant Secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, International Banking Officer, or Leasing Officer, with or without the seal of the Corporation, and in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account mays (1) make, execute and deliver loan agreements and commitment letters where the extension of credit is less than $20 million, and material modifications, material amendments and originals of exhibits thereto; (2) make, execute, and deliver full or partial reconveyances, releases or satisfactions of mortgages, deeds of trust, security agreements, loan agreements, assignments, judgments or liens relating to or affecting real or personal property; (3) make, execute, and deliver financing statements, statements of continuation, release, assignment, termination, and amendment, and any other documents relating to or affecting a security interest in personal property, settlement agreements, bankruptcy claims; (4) make, execute, and deliver assignments or reassignments of any notes, mortgages, security agreements, leases, royalties, insurance policies or any other documents executed in favor of or assigned to the Corporation as security for any indebtedness; (5) make, execute, and deliver spot, forward, financial futures and option agreements for U.S. government and agency securities or foreign currency, agreements for interest rate or currency swaps, caps, floors or swaps or swap options, agreements for commodity swaps or options, participation agreements, reimbursement agreements, intercreditor agreements, building loan agreements, and modifications, amendments and originals or exhibits thereto; (6) extend, or consent to the extension of, the time for payment of any note, mortgage, security agreement or deed of trust; (7) accept delivery and receipt for any money or property paid or delivered to this Corporation; (8) make, execute and deliver (a) requests to any trustee or trustees named in any deed of trust under which this Corporation is or may hereafter become beneficiary or assignee of any beneficiary, for a full or partial reeonveyance of the property covered by such deed of trust; (b) notices of breach and election of this Corporation to sell or cause to be sold any property described in any aforementioned deed of trust, to satisfy the obligation secured by said deed of trust, as is provided in section 2924, of the Civil Code; (c) notices to trustee or trustees named in any aforementioned deed of trust, to proceed to carry out the terms of said deed of trust and to make sale of the property described in the said deed of trust, as is provided for by law, and to apply the proceeds to the satisfaction of the cbligation to this Corporation secured by said deed of trust; (d) full and/or partial reconveyances when and as required under deeds of trust pursuant to which this Corporation is acting as Trustee and Notices of Trustee's Sale and any and all other documents of every nature to be executed in connection with foreclosures under such deeds of trust excepting Trustee's deed after sale; (e) certify notes as being secured by deed of trust and/or declarations of trusts; (f) substitutions of Trustees named in deeds of trust securing obligations owed to this Corporation; do any other act or sign any other document that may be necessan7, expedient or proper in order to protect the rights of the said Corporation in any of said deeds of trust, and bring about the performance of the terms of any of said deeds of trust to satisfy the obligation to this Corporation on its own account or in any fiduciary or representative capacity; (9) accept court trusts, accept private trust, accept and consent to the conversion of private trusts into court trusts; sign and verify petitions and accounts and returns of sale and reports and all other pleadings and documents proper to be filed in probate or other court proceedings respecting a court or private trust, sign and verify pleadings in actions at law or in equity; petition for the appointment of this Corporation as Executor, Administrator, Administrator with the Will Annexed, Guardian, Trustee, Conservator, and Receiver in any proceedings in probate or in equity; take and sign oaths and verifications to Letters Testamentary, Letters of Administration, Letters of Guardianship, Letters of Conservatorship, appointments as Trustee and Receiver, and such other oaths and verifications on the part of this Corporation as may be necessary or proper in any proceeding; resign as Executor, Administrator, Guardian, Trustee, Conservator or Receiver; (10) execute and deliver proxies and powers of attorney to vote shares of corporate stocks held by this Corporation for itself or as Executor, Administrator, Receiver or Trustee, or any other representative or fiduciary capacity; (11) certify Certificates of Beneficial Interest, certificates of ownership and other evidences of the rights of beneficiaries in and to court and private trusts held by this Corporation; (12) sign (a) certificate of authentication for and on behalf of this Corporation as trustee, or in other representative a capacities, with respect to bonds, notes, debentures and other obligations issued under corporate mortgages, trust agreements and other indentures executed to this Corporation and (b) certificates for securities deposited, interim certificates and other certificates for and on behalf of this Corporation as depository or agent; (13) countersign bonds, notes, certificates of stock, voting trust certificates or participation certificates on behalf of this Corporation as transfer agent or registrar; (14) certify certificates of cancellation and of cremation of stocks and bonds; (15) certify copies of any By-Law, record, document or any instrument belonging to this Corporation or to any trust held by it; (16) execute and deliver contracts on such forms and pursuant to such terms as have been approved in writing in advance by the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, or the Ccmmptroller, or any Senior Vice President, together with the Secretary or any Assistant Vice President, Assistant Cashier, Assistant Secretary, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer. FURTHER RESOLVED, that a copy of this resolution be recorded at the discretion of the Secretary in the office of the County Recorder of any County of the State of California. I, Vivian Savedra, Assistant Secretary of First Interstate Bank of California, a California banking corporation, hereby certify that the foregoing is a full, true and correct copy of resolutions duly adopted by the Board of Directors of said Corporation at a meeting of said Board duly and regularly held on the 15th day of April, 1991, at which meeting a quorum of said Board was present and acting, and that said resolutions are in full force and effect and have not been revoked. WI'IiVES.S my hand and the seal of said Corporation this 25th day of September, 1991. Assistant Secretary Of FIRST Il TATE BANK OF CALIFORNIA. RESOLU91.11 18019-M JHHW CFA KML 9/ al $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CERTIFICATE OF 1984 ESCROW BANK The undersigned hereby states and certifies: (i) that she is an authorized officer of First Interstate Bank of California, acting as 1984 escrow bank (the"1984 Escrow Bank") under that certain Escrow Deposit and Trust Agreement, dated as of September 1, 1991 (the "Escrow Agreement"), by and between the City of Huntington Beach and the 1984 Escrow Bank, and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same, (ii) that the 1984 Escrow Bank is a banking corporation duly organized and in good standing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Escrow Agreement, (ui) that the 1984 Escrow Bank is duly authorized to enter into the Escrow Agreement and, when executed by the other respective parties thereto, the Escrow Agreement will constitute the legal, valid and binding obligation of the 1984 Escrow Bank enforceable in accordance with its terms; and (iv) that to the best knowledge of the 1984 Escrow Bank, the execution and delivery of the Escrow Agreement and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under the Escrow Bank's duties under the Escrow Agreement or any law, administrative regulation, court decree, resolution, charter, by-iaws or other agreements to which the 1984 Escrow Bank is subject to or by which it is bound. Dated. September 26, 1991 FIRST INTERSTATE BANK OF CALIFORNIA, as 1984 Escrow Bank By Assistant Vice President 18019M JHHW CFA KML 9/2W1 $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 1984 ESCROW BANK'S RECEIPT OF FUNDS AND FEDERAL SECURITIES The undersigned hereby states and certifies: (i) that she is an authorized officer of First Interstate Bank of California, acting as 1984 escrow bank (the "1984 Escrow Bank") under that certain Escrow Deposit and Trust Agreement, dated as of September 1, 1991 (the "Escrow Agreement"), by and between the City of Huntington Beach and the 1984 Escrow Bank, and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that the 1984 Escrow Bank has established the escrow fund created pursuant to Section 2 of the Escrow Agreement (the"Escrow Fund"); (iii) that, pursuant to Sections 3 and 7 of the Escrow Agreement,the 1984 Escrow Bank has received on the date hereof the total sum of $5,075,971.73, which has been derived as follows: (a) the amount of $4,917,512 55 from First Interstate Bank, Ltd , as trustee (the "Trustee"), representing proceeds from the sale of the captioned 1991 Refunding Certificates of Participation and (b) the amount of $158,459.18 representing amounts deposited in the 1984 Lease Payment Fund established pursuant to the 1984 Trust Agreement, and has deposited such amount this date into the Escrow Fund, (iv) that, pursuant to Section 3 of the Escrow Agreement, the 1984 Escrow Bank has invested on the date hereof the amount of$5,074,580 50 deposited into the Escrow Fund in the Federal Securities set forth on Exhibit A attached to the Escrow Agreement and holds the remaining$1,391.23 in cash uninvested, (v) that, on the date hereof, the 1984 Escrow Bank, as trustee for the 1984 Certificates, transferred the amount of $250,807.15 (representing $38,969 86 deposited in the 1984 Lease Payment Reserve Fund and $211,837.29 deposited in the 1984 Interest Reserve Fund) to the Trustee; (vi) that there are certain interest earnings yet to be received with respect to the 1984 Lease Payment Fund, the 1984 Lease Payment Reserve Fund and the 1984 Interest Reserve Fund, and, when received, will be transferred to the Trustee pursuant to the Escrow Agreement for deposit pursuant to the 1991 Trust Agreement; (vii) that, after the interest earnings referenced in the preceding paragraph are transferred to the Trustee, there will be no moneys remaining in the funds and accounts established pursuant to the 1984 Trust Agreement and such funds and accounts will be closed; and (vin) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Escrow Agreement. Dated: September 26, 1991 FIRST INTERSTATE BANK OF CALIFORNIA, as 1984 Escrow Bank By Assistant Vice President -2- moody Investors Service 99 Church Street,New York,N Y 10007 August 27, 1991 Mr. Robert Franz Deputy City Admin. City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Mr. Franz: We wish to inform you that our Rating Committee has assigned the rating of A 1 to the $5,735,000 Huntington Beach-Huntington Beach Redevelopment Agency, California Certificates of Participation Refunding project. (Emerald Grove) Dated 9/1/1991 to be sold through negotiation September 5, 1991. In order that we may maintain this rating over the period of the loan, we will require current financial and other updating information. We will appreciate your continued cooperation in the future. We would appreciate receiving a copy of the final Official Statement when available. Under separate cover you will be receiving a copy of our credit report on Lhe above referenced bond sale. Should you have any questions regarding the above, please do not hesitate to contact Tom Orphanos at (415) 274-1718. Sincerely yours, Daniel N. Heimowitz Executive Vice President Director Public Finance Department TO:kh cc: Mr. Ed. Schilling Stone & Youngbery One California St. San Francisco, California 94111 r 7 STONE & YOUNGBERG E-2 )* MEMBERS PACIFIC STOCK EXCHANGE lo September 26, 1991 City of Huntington Beach 2000 Main Street Huntington Beach,California 92648- Re: $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen: Stone&Youngberg, as underwriter (the"Underwriter") of the captioned 1991 Refunding Certificates of Participation (the "Certificates"), hereby represents and certifies to you that�9 II) based upon reasonable expectations and actual facts which existed on September 5, , being the date upon which the City of Huntington Beach (the "City") sold the Certificates to the Underwriter, the initial offering price of the Certificates to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Certificates was to be sold to the public on the date hereof is set forth on Exhibit A attached hereto and by this reference incorporated herein; (ii) the Certificates were actually offered to the general public in a bona fide public offering the terms of which are set forth on Exhibit A; and (iii)that the establishment of the Reserve Fund in the amount of the Reserve Requirement was vital to the marketing of the Certificates and reasonably required to assure payment of Lease Payments. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in that certain Trust Agreement, dated as of September f, 1991, by and among First Interstate Bank, Ltd., as trustee, the Redevelopment Agency of the City of Huntington Beach and the City. Very truly yours, STONE & YOUNGBERG ONE CALIFORNIA STREET-SAN FRANCISCO,CALIFORNIA 94111•(415)981-1314 w b EXHIBIT A Maturity (September it Principal Amount Int rem Rate .— 1992 $ 30,000 4.80% 100.000% 1993 75,000 5.10 100.000 1994 80,000 5.30 99.861 1995 80,000 5.60 100.000 1996 85,000 5.75 100.000 _ 1997 90,000 5.80 99.500 1998 95,000 6.00 99.715 1999 - - 100,000 6.00 99.064 2000 110,000 6.10 98.979 2001 115,000 620 98.901 2002 120,000 6.30 98.830 2003 130,000 6.40 98.765 2004 140,000 6.50 98.706 2005 150,000 6.50 97.758 2006 155,000 6.50 97207 2007 165,000 6.50 1 .96631 2021 4,020,000 * 000 Stated as a percentage of par;accrued interest is added. Exhibit A-1 STONE & YOUNGBER, G MEMBERS PACIFIC STOCK EXCHANGE September 26, 1991 Mr Robert Franz Deputy City Manager City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Bob: The purpose of this letter is to establish as a matter of record that the price at which Stone & Youngberg sold the City of Huntington Beach $5,815,000 face value of U S Treasury securities for the 1991 Refunding COPS Emerald Cove escrow was a market price The securities were purchased by Stone & Youngberg on September 5, 1991 for delivery to First Interstate National Bank as Trustee for the City of Huntington Beach on September 26, 1991. The total sales price for the six securities, including accrued interest as appropriate, was $5,074,580 50 The schedule of individual securities and the price of each is attached. In purchasing these securities for resale to the City of Huntington Beach, Stone & Youngberg solicited three bids for each security and purchased dne securities from the lowest bidder. Stone & Youngberg accepted delivery of the securities on September 25, 1991 to facilitate a smooth closing of the Refunding COP issue on September 26, 1991 On the day the securities were offered for sale to Huntington Beach (September 5, 1991), the City's financial advisor, Kellmg, Northcross & Nobriga of San Francisco, was provided the proposed sale price of each security and was asked to ascertain the fairness of the prices Kellmg, Northcross & Nobnga reviewed the prices and confirmed their fairness to the City prior to Stone & Youngberg's execution of the sale. Consequently, it is the assertion of Stone & Youngberg that the Emerald Cove refunding escrow securities were offered to the City of Huntington Beach at a market price, and this assertion has been validated by the City's financial advisor,Kelling,Northcross &Nobriga Sincerely, STONE&YOUNCABERG Edward G Schilling EGS.ctq (WPP/323S) Attachment ONE CALIFORNIA STREET SAN FRANCISCO,CALIFORNIA 94111 (415)981-1314 EXHIBIT 7 CITY OF HUNTINGTON BEACH 1991 REFUNDING COPS EMERALD COVE SENIOR CITIZENS CENTER COST OF OPEN MARKET SECURITIES DELIVERY DATE 9/26/91 Security Total Type Amount Coupon Maturity Yield Price Cost Accrued Cost T-STRIP 195,000 0 11/15/91 545 9926500 193,566 75 193,566 75 T-STRIP 195,000 0 5/15/92 560 9654900 188,270 55 188,270.55 T-NOTE 195,000 7 3/4 11/15/92 587 102 03125 198,960 94 5,50292 204,463 86 T-NOTE 205,000 7 5/8 5/15/93 613 102 28125 209,676 56 5,69181 215,368 37 T-NOTE 210,000 7 3/4 11/15/93 638 102 68750 215,643 75 5,92622 221,569 97 T-STRIP 4,815,000 0 5/15/94 666 8414000 4,051,341 00 4,051,341 00 5,815,000 5,057,459 55 17,120 95 5,074,580 50-- BEGINNING CASH 1,39123 COST OF SECURITIES 5,074,580 50 TOTAL COST OF ESCROW 5,075,97_1-73 18019M JHHW CFA KML Mai $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH RECEIPT FOR CERTIFICATES OF PARTICIPATION The undersigned, on behalf of Stone & Youngberg, hereby acknowledges receipt this date of the following described 1991 Refunding Certificates of Participation executed by First Interstate Bank, Ltd , as trustee (the "Trustee"), under that certain Trust Agreement, dated as of September 1, 1991, by and among the Trustee, the Redevelopment Agency of the City of Huntington Beach and the City of Huntington Beach "1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California, as the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach", in the aggregate principal amount of $5,740,000 dated September 1, 1991, issued in the form of fully registered Certificates of Participation, in the denomination of $5,000 each or any integral multiple thereof Dated. September 26, 1991 STONE&YOUNGBERG, as Underwriter By Cashier 1991 REFUNDING I 'I CERTIFICATE OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interest of the Owner Hereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA Im As the Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: SEPTEMBER 1, 1991 446181 Sir try I PRINCIPAL AMOUNT \ \\ \�� of Peonesib�lonn(hisn'Gnfessoo)le the Owner'Oa direct.Measur efeclionlNomentonleese'peymenlf iineTFX. eymamse°)Ipey bf.do.Owner the Fin Mlle. them9a.as.1I.sayse.Trust- smayneas o-1.0 Zald Payment ylof Inep«edergte Owner al anon ownera aaare9s and app6ar5 an me regiavalAn 0.vxs of re mare. e Restated Lease A9raemem Oaletl as of September L 199t Ilse"Leaaa'1 ev aM between the Reeevabpmer A°enry W me eily of Huntington Boace,a Public AMycn'palele And poMiceuly wganizee antledshrg ones lM kwaoI111B S161901 Celllomie llM"AgerRy"I.aM IMCJYOI Xuntirl°Ion Saach a municryWcorywelbn This Cambodia has been execudl aM CBliK by law Thinned pursuant to the wane of a Truer Agreement by end among Ma Trustee,lM1e Agencyantl lee duly mganzed aMexfslinqundarthe ConshlutionandlawsolMStaleol Celibrnialthe`City"L ach,ce Leasey nor saM-eln oleern°elsenefnteresls unCM CIty,OYed as of Sepremoer 1,1.11111e"Trust Agreement T.The City has cerghad than it is authwfzetl to sale,lnor lea Lease one the Trust Agree under lM1e Ie6 Lease M1eva been Assigned mFi9lnmrsfata Bank.Ltd..as trustee Mlle"Tuslee'Leanrpa Mpwele bust oNFe In LW Angawa.Calilolnia llhe"Trull Ogice 1. Iawe0109State O1 California.for lM1a pu,pme of leasing loom lM19 Agency certain lvM add Improvements used la lb6 younmesqual PO(lgseS of lne Cery Qlea"Pralacl'). Reference a hereby made to rile Lease One ilia Tun Agreement(.sure Of which 1110 I111 Trust OXfw o11M Trustee)fara deacnp" lthe son F We affirs 0 the Ceffilausted.Me rights,dorm and our.. PunRe,ched Amour'denflse ywve IS el IMn9aJrecl ubEpti seer lllrazl Y Mody of in.ANNN.Lease,on the „In. .Palaurity Date tble I,n.V ed shown.or es pnrcranks 1paMa°d to o1f.11 Me 1M Cry under lM Leese,W al d Ne lights remainder al the Lleasand the Trust Agresumenl the RpOWW Overly d M6CMITraw.by acce Trust. pw hadeo B48M8eM whey, wonder on MYCM1 1.HAS.add a lannuafly thereafteranSeptembernI add March t Of e MV-:rlirye"InteMlPaymenl Oelas"l until payment in bll olaeie prircipal. 1M Regieleretl owner d est,analysed fontanel share of the Lease PaYmrind designated es inMr..cwnmg do during the pariod,mmeelalely Aboo lag exh REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF WHICH FURTHER of Me Model Paymanl Dales.Inlereel rePeeantetl hereby Mall be payable from 111a Inleres Paymem Dala rwxl pending the tla'a d eaemlion of Am Candidate PROVISIONS SHALL.FOR ALL PURPOSES,HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PI ACE. unbss(el dial Callgcale ie eaeculed after Il,e circus OI business M the lilleenld Il Slh)eey of the—.immail precMing ea Inilrpl PaymMi Daw and an an aside such lnl tMichae l Dale.in which event inter shall be Pryable look eachI...PaymMiDeb,of,IN unless lots Calfllcalefs executed en on bdod, The City has ndgher.ran add and declared l be all In Says.candAbna and sale rpinrell by the laws of the Stem ad Collision.IM Leaned and the Taal AWNS nl FBOry w hill ary IS.IM.In which went Interest s on payable ltem'be Ory,"al for.Data'Identilisd ebOW.The Regarded Owner re s sham Dl the poman of the Lease to axle,to M16re h,wwwm add to Mae been°elM precManl to and In Am delivery of the Cerlflkales,do Saw,hW a happened aM bays been pedamed in PaymMle despnMed as InWeal is IM resell OI M.muwpllcalion of the alorearel Maze Of the pTibn d IM Lease Payments eaegnawd as principal by the Hale due lams loom sod manner as relluirO by law. ml'onefMd 1M Untied Stablerds a�ve Mad elMesenlfatfons and surrender flared of Ohic�twe T uster.add intereadiffirS est IseneS ntedherebyYaNe in lawful as Iruslee,ac Agme Y polP earn Payable 0y IN WITNESS WHEREOF.tek Cdlfllcale lids beenerecufe0 and eeeveree by Fast Interstate Bank Ltd as Iing pmcuanl to lea Truer meal. Execution Dale: FIRST INTERSTATE BANK, LTD., as Trustee By AUTHORIZED SIGNATORY 1991 REFUNDING CERTIFICATE OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interest of the Owner Hereof in Lease Payments to be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA As the Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH The City is obligaleei under the Lease to pay the Lease Payments for the Project tram any source of available Sinking Fund Sinking Fund ,UM subject to canain exceptions be am form in In.Lees¢.As awe lull,deserib¢d in the Leave,the Lease Prepayment Dale Principal Moore Pmpayment Date Principal Amount Paymonls are subject to abatement during any period in which by reason of damage or destrudiOn 10 the Project (September l) To Be Prepaid (September l) To be Prepaid in whole or In pan.or by reason of eminent domain proceedings with respect to the Project In whale Or In Dart 200a $t80000 20t5 s2a5.INq there is Substantial Inlererence with the use and occupancy by the City of the Prei an any fxonew["mot Mad 1sap00 M18 305.M0 such abatement shall be in an amount agreed upon by the City and Me Agency such that the resulting Lease 2010 105.000 Nis W5=0 Payments represnt fair Consideration Ion the use and Occupancy at Me remaining pariMn of Me Poll The 2010 MEND220=0 2010 Moore Obligation 01 the City to pay the Labs Payments does net ConmifMe an obligation at the City,for which the Clly 2011 235A00 MIS 3rom is obligated to levy or pledge any form of taxation or for which the City has Naffed or pledged any form of taxation. 2012 250.000 Nis <00.000 5.000 The obligation of the City to pay the Leslie Payments does not constitute a debt of the 01,the slat.of California N13 2a5.000 M20(Matra,) 430.000 or any of I%D0li1gel subtlMsfome.and does ism coal an indebtedness within the meaning of any constitutional AS Me Tmal or s alulory debt limitation or moocher, Agreement,nonce of prepayment shall be mailed by The Trustee by fire,class mail. The Oerflkats malum,on or before September 1.1999.are not subject o optional prepayment prior la stags Prepaid.net less than then(0)nor more Man Sixty(60)days before the prepayment dale.to the overall their we stated maturities.The Cedlrmalee maturin after sememTler 1.2aoo,area en to Space of me Cendmate to b•prepaid,but neither failure M receive such notice nor any Davis M the notice eo respec r on te a rit mailed shall affeer the sufficiency of the proceedings for prepayment W the emission of accrual Of Interest on prepayment in whole,pin pen among franchises men on o pro ram oasis and by la thewithin a of the Oh any deb repro erne,thereby.If this Cerftecale is Called for prepayment and payment is duly provided therefor s specified or alter September 1,lass,from prepayments ill Me Lease Payments made et the option ill the City pursuant 'In the Trust Agreement interest Nominated hereby shall mae to accrue from and after the dale fixed for to the Lew,at a prepayment price(expressed as a prcaelage of the principal amount to be proved).together prepaymentl with accrued Interest represented thereby to the dale fixed for prepayment,as leaders: This Cormamare Is transferable by the Registered Owner hareol,In Person ar by his attorney duly ethodzetl Prepayment Period Prepayment in writing,at the Trust Mee of Trustee.but only In the manner.subject to the limitations and upon payment (Dales Initial Price of the charges,if any,provided In the Tmtl Agreement and upon surrender and cancellation of this Certificate. September 1.less through August 31.MOD 102 09h Upon such lama a new Cenlllcate or Cenllkafes,of aulnarized dewmywdon or dermarr abous.representing September 1,Not Or...h August 31.N01 to1D the sam•aggregate ifncfpa amount and wroweareing the same rate of Interco,will be delivered as Me transferee September 1.Nor and MereaXer 1000 in exchange herelor.The City.the Agency and the Trustee may treat IM1e Registered Owner here)s the Nil Owner"Met for all purposes,whether or not this Certificate shall be weMue.and the City,the Agency and Iha The Certificates are subject to mandatory prepayment an any Interest Payment Date,in will or in pan Trustee abet not be affected by any notice to the contrary. among mMurities on a pre rate basis and by lM within a materfs.tram the net proceeds of Insurance or eminent To the exlereand in the manner permitted by the terms of the Trust Agreement.the provisions of the Trust domain proceedings with humacf to the Preloct mods.towards the prepayment Mthe Leave Payrr�gig the Agreement may be amended Who pareas thereto Weer the when cadent of the owners m a majority In aggbgals City punuanl b the Leas.at a DreDaymem price equal to IOOet of the of pal amount b be prep; eerier principal amount of the Cenilbanes than outstanding,and may W amended without such consent under certain with accrued Intense represents Mar ay to the dale fixed for Prepayment,without premium. ••.•• pirc"'g lies.provnts that no such amendment shall extend the fixed matunry of any Ce tildale or reduce The Cenf(Cates maturing On September 1.2021.are mesa subject 10 mandatory sinking front prepayment • lh�inlerec+or principal repmsnled thereby,without the expres Consent m the owner of such Cmllfoab. by lot on September l In each year beginning September 1.2009,Iromthe principal wmp0ente pL(polgase The Trusts hs noablfgellan or liebllrty to Ma owrrenof IM1e C.rflket•to mekeany payment of the lmeres,. Payments required 10 be pep wnM1 respect f0 each of such Defeo,et a prepayment price equal 1a 1 Me principal olprBmium(it aryl rapresenfed by the CBrlllicales.Mher Than AS prWitled in the TruN Agreement from Mindpet amount to be prepaid together with accrued interest repeeemed thereby 10 the prepayment e,vet m 0 the LlaA Payments and amounts crevell mermo reeivs or held by the TOWN The welfare herein shall be premium,as follows: q•• is•top,4 yabments of the Agenry,antl the City and at of the Tom.. is is is is as.LEGAL is OPW41ON 1 hereby e8nity that the following Is a entrees copy 01 the signed legal opinion of Janes Hell%W RIAIlb.A�.11 Soo.arLau oryomlfon.San Franc..California.addressed to the City a Huntington Beach.California,and an file in my oXis.dated the tlala of delivery OI and payment for IM1e Cerincaf¢s Ihaoefn tlscnb • se, • • O • • • • • •• CITY CLERK JONESMLL NJLL 8,4HITE, A PROFESSIONAL"W.Q0@Qp@ATION FO?JR��EEIMBARCA1i j CENTER N TEENTH FLOOR SAN dddr rECOaOeAtIIFORhj%94111 OPINION: $5,740,000 1991 Refunding CertificatPP..iLof Palt(pliffel IEprerald Cove Senior Citizens Housing Project) Evidencing the Direct,Undivided RQc oval lytere st§of inp Owners Thereof In Lease Payments to be Made by the City of Huntington BddSStb,'Callfynla A the Rpntal for Certain Property Pursuant to a First Amended and Restated Lease Agree re j with the Redevelopment Agency of the City of Huntington Beach se r• ••••• We have acts de special ntcremal inncy of the City with MB delivery by Mee 01 Agency and ]ee�rhy. a tuarn to 01 e T ue Amended and Restated of September Agreement,datetl as t September 1,land(the"Lease Agreement'Age)by and between the a Bank.Ltd.as Agency of the City of a Huntington the ohs Trustee has and the C"ty.Pxeuam to the TrusfAWeeme i paled as ofSeptembar i. f pa gM1. Trust Agreement)by and among the City,IM1e Agency and Firminbdtel0Bank.Ltd,aserof i thereunder Fay (the"Trul ffide Ihaby eCity Phaz executed and $5diffie a..OP.y VDrin) himpal amounten of maimes by of the participation(the 1.In.rA Irementgreem t dated as fEepte of the Merl.1991(ther Assignment inlew peymemm )medebelyawrypurauenllo theLe ehare"Lami Payments'and suhCa been proceetlgIha Other txihc Truetee Duernnecssar Assignment Agraem•n. dabA as al September f.t mat the o Agreementhavehe by and between 1ne Agency and M�F �. in have examined the law end such ceniigre went,and i mvi Miter p in we deem necessary to ofrender this o opinion. Al b questions of fact material to out aki n to we have netted upon ckwandent ors of the Cifyconlyed in MB Lead Agreement and Me Trust Agreement,end in wrilietl prmetlNge and Other certificallana al public a(XLlale and Based upon th tl or us,wXMm ris of the c bon.u the same by life. mentlen,imeeXgaliOn. Based when the la drainer we are m the apnfon,under exiling law,az ind validly 1.The pCityerform Is athe teenier dry and itspnmunicipal contained dulytherein, Mganixed and velitlly existing under the Constitution antl IeW9 of the Slate 01 California with the lull power t0 enter Into the Lease Agreement and be Trust Agreement and to perform Me agrAgreement a on its part Agreement have 2.The Lees Agreement antl the validly a Agreement dew been duly the approved by the t Is and Constitute Afire validmen and binding Obligations the 01 the City enforceable t to the IM1e City in t Agreement, t,the Ihek re.1 the forma. 3.The Ce thi benefits es have been valse, executed and delivers by the Trustee pursuant m the Tma1 Agreement and.by virtue of Iha assignment made pursuant to IM1e Assignment Agreemem,one ownere OI the CeniXcafs 4.Th a to the atI of the Lease Agreement.are 4.The Donlon of the Lease Paymems tle m t aim ea and h individuals and corporations;and receive ro rime owners of,th t for the pu fs se atC m Irom gas income ter Ism,income fox purposes antl fs not an fled of lax preference foromejusp 01 oe bDere alternative mfmmum tax Imeesetl on Nount in s act etaipro meat d eaeveL that for the purpose al imputing the alternativeevidence minimum tax Imposed on such empty Core(es definea far btleral of the Internal purposes),SuchIntones Is which hmustPar be Into account in M the deicertain eLeasantleementI The opinion e1form in the Preceding evidenceI$subject to the omgrowthat the Cfrycomplynco all lax purposes of the Interne Revenue Code a Leas writs mum tea d t Bled Trust Agreement la Ina What i a the Lease Agreement to the In order Ism Ito comply Mwem be,or conchae to be,exdudedle from goes Income for in of such Income lax purposes. The City has eaven of such N Me Leese Agreement and the Trust Promote p and olheo fnmdmend relating b Ise Cenivery of to comply with each of such recess no pin Failure t0 ngComplyoche with eerier m su0m r0quisal may cause the Inhuman al aucn meetInterest In grass Income for federal Income lax prrl%'sW to bB rmrCacliva no Me data 01 delivery 01 the Lease Agreement.We express no opinion regarding other 1¢tleral IM consBquenoes ariang with r epect b the Lease Agreement and the en Certificates 5.The f In o of the f the Payments designated the etl as and sof the Le freereal sd m and ttl by Me rtwcere of to may ject t exempt from Personal income Iaxattoh.Moral tl by IM1e aline of Similar lrnie. TM19 right.of IM1e owners of the out and May ark the efbject to the 01 the Lease Agreement and ins hum rdance Wish may be subject to bankruptcy,Or in Inid y,reaganizanian,maratonum and abler similar facet affecting cretlilod' rights heretofore or hereafter enectetl end may also be Subject to IM1e exercise 01 jutlldel Diacrmlon in attnrderlw wXM1 principles of aril,or Mnenwise In eppropnielb cases. Respectfully subminedd, l/ Al lesabnal taw Corms n ASSIGNMENT For value received the undersigned do(es)hereby sell, assign and transfer unto (Name.ocares+and Tax Identification or Social Security Number of Assignee) the within registered Certificate and hereby irrevocably constitutes)and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: NOTE: Sig aturehe must be guaranies by a member firm OI the New York Stock Exchange C,any national NOTE: The sl99 rWal on this Assignmel must m-wpond with IM1e name(s)as where On the face of the Stock exchange Ora commarcbl bank or true company. walni GenNeele In every Particular,without Alterman M enlargement or any change Khara0esr. Verification Report City of Huntington Beach, California September 1991: 00 �����& ®��� Verification Report CITY OF HUNTINGTON BEACH, CALIFORNIA September 1991 Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Schedules relating to the Certificates Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . A Total Debt Service Requirements and Proof of Yield. . . . . . . . . . . . . . . . . . . . . . . . . . . . B Total Receipts from the Open Market Securities and Proof of Yield . . . . . . . . . . . . . . . . . . . . . . . . . C Total Receipts from the Open Market Securities and Proof of Yield with Stone & Youngberg Fee . . . . . . . . . . . . D Total Requirements of the Refunded Certificates . . . . . . . . . . . . E Escrow Fund Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . F Appendices 1 I. Applicable pages of the Official Statement for the Certificates. II. Applicable pages of the Official Statement for the Refunded Certificates. 1 III. Copy of the confirmations of purchase for the Open Market Securities. IV. Applicable portions of the schedules provided by Stone & Youngberg. 1 1 t t t �a ER 1ST&YOUNG o 1400 One Commerce Square o Phone 901 526 1000 Memphis, Tennessee 38103 City of Huntington Beach, Jones Hall Hill & White, A California Professional Law Corporation Huntington Beach, California San Francisco, California Stone & Youngberg First Interstate Bank, Ltd. San Francisco, California Los Angeles, California $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Pro3ect) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to Be Made ' by the City of Huntington Beach, California as Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach ' We have examined the accompanying schedules presented in Appendix IV, relating to the above-captioned certificate issue (the Certificates) , prepared on behalf of the City of Huntington Beach, California by Stone & Youngberg, and provided to us by that firm. These schedules quantitatively present the preparer's assertions that: o The anticipated receipts from certain United States Treasury Notes and certain interest coupons on United States Treasury Obligations and/or United States Treasury Obligations with interest coupons detached (the Open Market Securities) , together with an initial cash deposit of $1,391.23, will be sufficient to pay, when due, the principal and interest requirements of the Refunded Certificates. Y The yield of 6.606032% on the Open Market Securities, computed without regard to the $1,000.00 Stone & Youngberg fee, is less than the yield on the Certificates of 6.892561%. • The yield of 6.597292% on the Open Market Securities, taking into account the $1,000.00 Stone & Youngberg fee, is less than the yield on the Certificates of 6.892561%. The issue to be refunded (the Refunded Certificates) is: Refunded Principal $4,600,000, Certificates of Participation, (Emerald Cove Senior Citizens Housing Pro3ect) , Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be made by the City of Huntington Beach, California, As the Rental For Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Beach $4,600,000 Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included such procedures as we considered necessary under the circumstances. The scope of our engagement included a verification of the mathematical accuracy of the computations contained in the schedules presented in Appendix IV, which includes the computations of "yield" contained in the schedules. The term "yield", as used herein, means that yield which, when used in computing the present worth of all payments of principal and interest on an obligation assuming semi-annual discounting and a 360 day year consisting of twelve 30-day months, produces an amount equal to, in the case of the Certificates, the Certificate Proceeds for Yield Purposes as described in Schedule B and, in the case of the Open Market Securities, the total purchase price of the Open Market Securities with and without regard to the Stone & Youngberg fee. In the course of our examination of the schedules and assertions provided to us by Stone & Youngberg, we prepared similar schedules based upon the related information provided to us by that firm. The schedules we prepared are attached to this report. In these schedules, the settlement date for the Certificates is assumed to be September 26, 1991. We were also provided by Stone & Youngberg with the Official Statements for the Certificates and for the Refunded Certificates, as well as the confirmations of purchase for the Open Market Securities. We compared the information contained in the schedules provided to us with certain information set forth in the above- mentioned documents with respect to principal maturity dates, amounts and interest rates. We found that the information contained in the schedules provided to us by Stone & Youngberg was in agreement with the information set forth in the above-mentioned documents. Copies of applicable portions of these documents are attached as appendices to this report. In our opinion, the computations contained in the schedules provided to us by Stone & Youngberg are mathematically correct. The schedules provided to us by Stone & Youngberg and those prepared by us as part of our engagement to verify the mathematical accuracy of the computations contained in the schedules, reflect that: • The anticipated receipts from the Open Market Securities, together with an initial cash deposit of $1,391.23, will be sufficient to pay, when due, the principal and interest requirements of the Refunded Certificates. i • The yield on the Open Market Securities, computed without regard to the $1,000.00 Stone & Youngberg fee, (6.606032%) is less than the yield on the Certificates (6.892561%) , as required by counsel in its determination that the interest on the Certificates is excluded from gross income for federal income tax purposes. • The yield on the Open Market Securities, taking into account the $1,000.00 Stone & Youngberg fee, (6.597292%) is less than the yield on the Certificates of (6.892561%) , as required by counsel in its determination that the interest on the Certificates is excluded from gross income for federal income tax purposes. The terms of our engagement are such that we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report. Memphis, Tennessee September 26, 1991 t Schedules relating to the Certificates SOURCES AND USES OF FUNDS SCHEDULE A CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION Sources Par amount of the Certificates $ 5,740,000 00 Less Underwriter's discount 80,647 00 Original issue discount 22,227 00 102,874 00 -- ---------------- 5,637,126.00 PLUS: Accrued interest 26,844.62 Transfer of prior Lease Payment Fund 158,459.18 Transfer of prior Interest Reserve Fund 211,837.29 Transfer of prior Lease Payment Reserve Fund 38,969.86 ---------------- TOTAL SOURCES $ 6,073,236.95 Uses: Purchase of Open Market Securities $ 5,074,580.50 Total costs of issuance 95,000.00 Letter of Credit Fee 19,166.65 Deposit to Debt Service Fund 26,844 62 New money to issuer 394 303.95 Deposit to Debt Service Reserve Fund 461,950.00 InitiaL cash deposit to Escrow Fund 1,391 23 ---------------- TOTAL USES S____6_073_236.95 TOTAL DEBT SERVICE REQUIREMENTS SCHEDULE B AND PROOF OF YIELD CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION INTEREST TOTAL PRESENT DATE PRINCIPAL RATE INTEREST REQUIREMENTS VALUE(1) ---------- ---------------- --------- ---------------- ---------------- ---------------- MAR 1 92 193 281.25 193,281 25 187,723.47 SEP 1 92 30,000.00 4 8000 193,281 25 223,281 25 209,636.18 MAR 1 93 192,561 25 192,561 25 174,770.44 SEP 1 93 75,000.00 5 1000 192,561.25 267,561.25 234,750.99 MAR 1 94 190,648.75 190,648.75 161,697 50 SEP 1 94 80,000.00 5 3000 190,648.75 270,648 75 221,901.62 MAR 1 95 188,528.75 188,528.75 149,422.90 SEP 1 95 80,000.00 5 6000 188,528.75 268,528 75 205,738.46 MAR 1 96 186,288.75 186,288.75 137,973.74 SEP 1 96 85,000.00 5 7500 186,288.75 271,288 75 194,234.65 MAR 1 97 183,845.00 183,845.00 127,242.41 SEP 1 97 90,000.00 5.8000 183,845.00 273,845.00 183,218.78 MAR 1 98 181,235 00 181,235.00 117,217 48 SEP 1 98 95,000 00 6.0000 181,235 00 276,235.00 172,708 66 MAR 1 99 178,385.00 178,385.00 107,814.92 SEP 1 99 110,000 00 6.0000 178,385.00 278,385 00 162,649.03 MAR 1 0 175,385.00 175,385.00 99,056.56 SEP 1 0 110,000 00 6.1000 175,385.00 285,385.00 155,814 20 MAR 1 1 172,030.00 172,030.00 90,795 68 SEP 1 1 115,000.00 6 2000 172,030.00 287,030.00 146,444.62 MAR 1 2 168,465.00 168,465.00 83,088.50 SEP 1 2 120,000 00 6.3000 168,465.00 288,465.00 137,533.82 MAR 1 3 164,685.00 164,685.00 75,902.41 SEP 1 3 130,000.00 6 4000 164,685.00 294,685 00 131,293.93 MAR 1 4 160,525.00 160,525.00 69,137 62 SEP 1 4 140,000 00 6.5000 160,525 00 300,525.00 125,123.09 MAR 1 5 155,975.00 155,975.00 62,776.48 SEP 1 5 150,000.00 6.5000 155,975.00 305,975.00 119,045.51 MAR 1 6 151,100.00 151,100.00 56,829.87 SEP 1 6 155,000.00 6.5000 151,100.00 306,100.00 111,291.16 MAR 1 7 146,062.50 146,062.50 51,335.90 SEP 1 7 165,010.00 6.5000 146,062.50 311,062.50 105,685.46 MAR 1 8 140,700.00 140,700.00 46,211.15 SEP 1 8 180,000.00 7.0000 140,700.00 320,700.00 101,820.86 MAR 1 9 134,400.00 134,400.00 41,249.83 SEP 1 9 190,000.00 7.0000 134,400.00 324,400.00 96,247 38 MAR 1 10 127,750.00 127,750.00 36,639.88 SEP 1 10 205,000.00 7.0000 127,750.00 332,750.00 92,256.37 MAR 1 11 120,575.00 120,575.00 32,316.23 SEP 1 11 220,000.00 7.0000 120,575.00 340,575.00 88,239.15 TOTAL DEBT SERVICE REQUIREMENTS SCHEDULE B AND PROOF OF YIELD CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION INTEREST TOTAL PRESENT DATE PRINCIPAL RATE INTEREST REQUIREMENTS VALUE(1) ---------- -------- ----- --------- -------- ----- ---------------- ---------------- MAR 1 12 112-i-875.00 112,875.00 28,270 37 SEP 1 12 235-%-000 00 7.0000 112,875.00 347,875 00 84,225 19 MAR 1 13 104,650.00 104,650.00 24,493.06 SEP 1 13 250,000.00 7 0000 104,650.00 354,650.00 80,239 64 MAR 1 14 95,900.00 95,900.00 20,974.55 SEP 1 14 265,000.00 7 0000 95,900.00 360,900 00 76,303.79 MAR 1 15 86,625.00 86,625.00 17,704.66 SEP 1 15 285,000.00 7 0000 86,625.00 371,625.00 73,423 39 MAR 1 16 76,650.00 76,650.00 14,639 52 SEP 1 16 305,000 00 7 0000 76,650.00 381,650 00 70,463.63 MAR 1 17 65,975.00 65,975.00 11,775.09 SEP 1 17 330,000 00 7 0000 65,975.00 395,975.00 68,318 41 MAR 1 18 54,425.00 54,425.00 9,077.23 SEP 1 18 350,000.00 7 0000 54,425.00 404,425 00 65,204.60 MAR 1 19 42,175.00 42,175.00 6,573 25 SEP 1 19 375,000.00 7.0000 42,175.00 417,175.00 62,853.39 MAR 1 20 29,050.00 29,050.00 4,230.99 SEP 1 20 400,000 00 7 0000 29,050.00 429,050.00 60,407.19 MAR 1 21 15,050.00 15,050.00 2,048.34 SEP 1 21 _-- 430,000.00 7 0000 - 15,050.00 - 445,050.00 - -- -58,554.43 5,740,000.00 7,991,602.50 13,731,602 50 5,744,617.62 -------- ---------------- ------ (1) PRESENT VALUE AT SEP 26 1991 OF THE TOTAL DEBT SERVICE REQUIREMENTS OF $ 13 ,731, 602 . 50 DISCOUNTED AT THE YIELD ON THE CERTIFICATES OF 6.892561%. THE TOTAL PRESENT VALUE OF $ 5,744, 617. 62 IS EQUAL TO THE BOND PROCEEDS FOR YIELD PURPOSES. TOTAL DEBT SERVICE REQUIREMENTS SCHEDULE B AND PROOF OF YIELD CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION DATED DATE SEP 1 1991 SETTLEMENT DATE SEP 26 1991 CERTIFICATE PROCEEDS FOR YIELD PURPOSES --------------------------------------- PAR AMOUNT OF CERTIFICATES $ 5, 740, 000. 00 PLUS ACCRUED INTEREST 26 ,844 . 62 LESS: INSURANCE PREMIUM 0. 00 ORIGINAL ISSUE DISCOUNT 22 , 227 . 00 t $ 5, 744 , 617 62 --------------- --------------- CERTIFICATE YIELD 6. 892561% --------------- --------------- i TOTAL RECEIPTS FROM THE OPEN MARKET SECURITIES SCHEDULE C AND PROOF OF YIELD CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION INTEREST TOTAL PRESENT -DATE --PAR----- RATE --INTEREST VALUE M --- -RECEIPTS - NOV 15 91 195,000.00 0.000 23,509.37 218,509.37 216,584.91 MAY 15 92 195,000.00 0.000 23,509.37 218,509.37 209,659.81 NOV 15 92 195,000.00 7.750 23,509 37 218,509.37 202,956.14 MAY 15 93 205,000.00 7.625 15,953.12 220,953.12 198,664.04 NOV 15 93 210,000.00 7.750 8,137 50 218,137 50 189,861 30 MAY 15 94 4,815,000 00 0.000 0.00 4,815,000.00 4,056,854.30 -------------- --------------- --------------- -------------- _-5_815_000_00 _---__94,618.73 __-5_909_618.73 5_074_580.50 1 (1)PRESENT VALUE AT SEP 26 1991 OF THE TOTAL RECEIPTS OF $ 5,909, 618.73 DISCOUNTED AT THE YIELD OF 6. 606032% . THE TOTAL PRESENT VALUE AMOUNT OF $ 5, 074, 580. 50 IS EQUAL TO THE PURCHASE PRICE FOR YIELD PURPOSES. TOTAL RECEIPTS FROM THE OPEN MARKET SECURITIES SCHEDULE C AND PROOF OF YIELD CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION SETTLEMENT DATE SEP 26 1991 PURCHASE PRICE FOR YIELD PURPOSES --------------------------------- PURCHASE PRICE 5, 074 , 580. 50 PLUS TRANSFERRED PROCEEDS ADJUSTMENT ------------ 00 5, 074 , 580. 50 YIELD 6. 606032 TOTAL RECEIPTS FROM THE OPEN MARKET SECURITIES AND PROOF SCHEDULE C.1 OF YIELD WITH STONE & YOUNGBERG FEE CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION INTEREST TOTAL PRESENT DATE PAR RATE INTEREST RECEIPTS VALUED) NOV 15 91 195 000.00 0 000 23,509.37 218,509 37 216,587 40 MAY 15 92 195,000.00 0.000 23,509 37 218,509.37 209,671 10 NOV 15 92 195,000.00 7 750 23,509.37 218,509.37 202,975.65 MAY 15 93 205,000 00 7 625 15,953.12 220,953 12 198,691.54 NOV 15 93 210,000.00 7 750 8,137 50 218,137 50 189,895.62 MAY 15 94 4,815,000 00 0.000 0.00 4,815,000 00 4,057,759 20 5,815,000.00 94,618.73 5,909,618.73 5,075,580.50 -------------- --------------- ______________ -------------- _______________ --------------- 1 1 i (1) PRESENT VALUE AT SEP 26 1991 OF THE TOTAL RECEIPTS OF $ 5, 909, 618.73 DISCOUNTED AT THE YIELD OF 6. 597292% . THE TOTAL PRESENT VALUE AMOUNT OF $ 5, 075, 580. 50 IS EQUAL TO THE PURCHASE PRICE FOR YIELD PURPOSES. TOTAL RECEIPTS FROM THE OPEN MARKET SECURITIES AND PROOF SCHEDULE C. 1 OF YIELD WITH STONE & YOUNGBERG FEE CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION SETTLEMENT DATE SEP 26 1991 PURCHASE PRICE FOR YIELD PURPOSES --------------------------------- PURCHASE PRICE 5, 074 , 580. 50 PLUS STONE & YOUNGBERG FEE -------1, 000_ - 00 5, 075, 580.50 ---------------- ---------------- YIELD 6. 597292 TOTAL REQUIREMENTS OF THE SCHEDULE D REFUNDED CERTIFICATES CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION INTEREST DEBT SERVICE DATE PRINCIPAL RATE INTEREST REQUIREMENTS - - ---- ---- -- - -- - ---- --- -- - -- ---------- DEC 1 91 218 500 00 218,500.00 JUN 1 92 218,500.00 218,500.00 DEC 1 92 218,500.00 218,500.00 JUN 1 93 218,500.00 218,500.00 DEC 1 93 218,500.00 218,500.00 JUN 1 94 4,600,000 00 9.50000 218,500 00 4,818,500.00 4,600,000.00 1,311,000.00 5,911,000.00 ---------------- ---------------- j ESCROW FUND CASH FLOW SCHEDULE E CITY OF HUNTINGTON BEACH, CALIFORNIA 1991 REFUNDING CERTIFICATES OF PARTICIPATION TOTAL TOTAL RECEIPTS FROM REQUIREMENTS OPEN MARKET OF REFUNDED ENDING CASH DATE SECURITIES(1) CERTIFICATES(2) BALANCE -------------- --------------- --------------- BEG CASH 1,391.23 NOV 15 91 218,509.37 0.00 219,900.60 DEC 1 91 0 00 218,500.00 1,400.60 MAY 15 92 218,509.37 0 00 219,909.97 JUN 1 92 0.00 218,500 00 1,409 97 NOV 15 92 218,509.37 0.00 219,919 34 DEC 1 92 0.00 218,500 00 1,419.34 MAY 15 93 220,953.12 0 00 222,372 46 JUN 1 93 0.00 218,500.00 3,872 46 NOV 15 93 218,137 50 0 00 222,009 96 DEC 1 93 0 00 218,500 00 3,509.96 MAY 15 94 4,815,000.00 0.00 4,818,509 96 JUN 1 94 0 00 4,818,500.00 9.96 --------------- --------------- 5_909_618.73 -_-5_911,000.00 r i (1) SCHEDULE C. (2) SCHEDULE D. i t r � APPENDIX . NEW ISSUE Moody's: Al (See "Ratings" herein) In the opinion of Jones Nall Hill & White, A Professional Law Corporation, San Francisco, California, subject, however, to qualifications described herein, under existing law, the portion of lease payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although,for the purpose of computing the federal alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings In the further opinion of Special Counsel, such interest is exempt from California personal income taxes See "TAX MATTERS" herein $5,740,000 1991 REFUNDING CERTIFICATES OF PARTICIPATION (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to Be Made by the CITY OF HUNTINGTON BEACH, CALIFORNIA as Rental For Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Dated: September 1, 1991 Due: September 1, as shown below The Certificates are being sold,executed and delivered to discharge in full all of the City's obligations under the 1984 Lease between the City of Huntington Beach(the City")and Redevelopment Agency of the City of Huntington Beach(the "Agency"), and to reimburse the City for prior advances The Certificates evidence duect, undivided fractional interests in Lease Payments to be made by the City for the use and occupancy of the Emerald Cove Senior Citizens Housing Project(the "Project")pursuant to the First Amended and Restated Lease Agreement (the "Lease" or "Lease Agreement") Interest due with respect to the Certificates is payable semiannually on each March 1 and September 1, commencing March 1, 1992, by check or draft of First Interstate Bank,Ltd ,as Trustee(the"Trustee"), marled to the registered owners of record at the addresses shown on the Certificate registration books maintained by the Trustee Principal with respect to the Certificates is payable upon surrender of the Certificates upon maturity or prior redemption at the principal corporate trust office of the Trustee in Los Angeles, California The Certificates are to be delivered as fully registered certificates in denominations of$5,000 or any integral multiple thereof The Certificates maturing on or before September 1, 1999, are not subject to optional redemption prior to maturity The Certificates maturing on or after September 1, 2000, are subject to optional redemption prior to maturity, in whole or in part, on September 1, 1999, and on any Interest Payment Date thereafter See "THE CERTIFICATES—Optional Redemption "The Certificates maturing September 1, 2021, are subject to sinlung fund redemption See "THE CERTIFICATES—Mandatory Sinking Fund Redemption " The City of Huntington Beach has covenanted in the Lease to make all Lease Payments and Additional Payments(as defined herein) provided for therein,subject to abatement during any period in which by reason of damage or destruction of the Project, or by reason of eminent domain proceedings with respect to the Project, there is substantial interference with the use and occupancy by the City of the Project or any portion thereof The City has also covenanted in the Lease to take such action as may be necessary to include all Lease Payments in each of its annual budgets during the term of the Lease and to make the necessary annual appropriations for all such Lease Payments See "THE LEASE PAYMENTS" and "SECURITY FOR THE CERTIFICATES" herein NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTITUTES A DEBT OR INDEBTEDNESS OF THE CITY,THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF CALIFORNIA OR OTHERWISE A PLEDGE OF THE FAITH AND CREDIT OF THE CITY.NEITHER REPRESENTATIVES OF THE CITY, THE AGENCY, NOR ANY PERSONS EXECUTING THE CERTIFICATES ARE LIABLE PERSONALLY ON THE CERTIF- ICATES BY REASON OF THEIR EXECUTION AND DELIVERY. MATURITY SCHEDULE Maturity Date Principal interest Pried Maturity Date Principal Intetrea Price/ (Se 1) Amount Rate Yield (September 1) Amount Rate Yleld 1992 $ 30,000 4 80% 4 80% 2000 $110,000 6 10% 6 25% 1993 75,000 5 10% 5 10% 2001 115,000 6 20% 6 35% 1994 80,000 5 30% 5 35% 2002 120,000 6 30% 6 45% 1995 80,000 5 60% 5 60% 2003 130,000 6 40% 6 55% 1996 85,000 5 75% 5 75% 2004 140,000 6 50% 6 65% 1997 90,000 5 80% 5 90% 2005 150,000 6 50% 6 75% 1998 95,000 6 00% 6 05% 2006 155,000 6 50% 6 80% 1999 100,000 6 00% 6 15% 2007 165,000 6 50% 6 85% $4,020,000 7.00%Certificates due September 1,2021 Price: 100% Plus accrued interest from September 1, 1"1 The Certificates are offered to the public by the Underwriter when, as and if executed, delivered and received, subject to approval by Jones Nall Hill & White, A Professional Law Corporation, San Francisco, California, Special Counsel Certain legal matters will be passed on for the City and the Agency by the City and Agency Attorney It is anticipated that the Certificates will be available in New York, New York, on or about September 26, 1991 Dated September 9, 1991 Stone & Youngberg I Mandatory Smkmg Fund R on The Certificates maturing on September 1, 2021 (the "2021 Tenn Certificates"), are subject to mandatory redemption in part from sinking account payments on September 1, 2008, and on each September 1 thereafter up to and including September 1, 2021, at a redemption price equal to 1001 of the principal amount thereof plus accrued interest, if any, to the redemption date without premium. The following sinking account payments are calculated to be sufficient to redeem the following principal amount of 2021 Term Certificates. Year Ending Principal Year Ending Principal ISeptember 1 Amount September-1 Amount 2008 $180,000 2015 $285,000 2009 190,000 2016 305,000 2010 205,000 2017 330,000 2011 220,000 2018 350,000 2012 235,000 2019 375,000 2013 250,000 2020 400,000 2014 265,000 2021 (maturity) 430,000 , Redemption The Certificates are subject to mandatory redemption in whole or in part prior to maturity on any date, at par plus accrued interest to the date of such redemption, without premium, upon a prepayment of Lease Payments made by the City under the following conditions: (i) if the Project, or any portion thereof, is damaged or destroyed, and the City certifies to the Trustee that repair, replacement or improvement of the entire Project, or specified components of the Project, is not economically feasible or in the best interest of the City, from the net insurance proceeds; or (ii) if the Project, or any portion thereof, is taken by eminent domain proceedings or sold under threat of such proceedings, and the proceeds of the condemnation award are not used to replace the Project,from the net proceeds of such condemnation award. In the event that less than all of the remaining Lease Payments are prepaid pursuant to a mandatory redemption,the Trustee shall select Certificates for redemption from each maturity on a prm=basis and from within each maturity by lot. Qptiaaal Redr�oraption The Certificates maturing on or before September 1, 1999, are not subject to optional redemption prior to maturity. The Certificates maturing on or after September 1, 2000 are subject to optional redemption prior to maturity on any date on or after September 1, 1999, at the option of the City, as a whole or in part from amounts deposited by the City in accordance with the option to prepay Lease Payments (as set forth in the Lease Agreement)from any available source of funds therefor at the following redemption prices expressed as percentages of the principal amount to be redeemed plus accrued interest to the redemption date: -5- J 1 1 1 1 1 1 1 1 tAPPENDIX ., 1 1 1 1 1 1 1 1 t 'NEW ISSUE t Rating: Moody's:Aaa In the opinion ofJones Nall Hill& R hire A Professional Law Corporation San Francisco California Special Counsel,under existing laiis regulations rulings and judicial decisions the portion of each lease pavment due under the Lease Agreement designated as and (onipi ising interest r eceiied by the Oil ners ofthe Certificates is exempt from income taxation by the United States ofAmerica and personal tic ome taxation imposed bi,the State of California $4,600,000 Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Peach, California As the Rental For Certain Property Pursuant to a Lease Agreement with the Redevelopment Agency of the City of Huntington Peach Dated June 1,1984 Due:as shown below I merest with respect to the Certificates is pavable semiannually on June I and December I of each vear commencing with December 1 11)84 The Certificates arc being executed and delivered as fully registered Certificates in the denomination of$5 000 each or any integral multiple thereof Principal with respect to the Certificates is payable at the principal corporate trust office of First Interstate Bank of California as trustee(the'Trustee")in Los Angeles,California Interest on the Certificates is payable by check or draft of the Trustee mailed to the registered owners thereof The Certificates are subject to mandatory redemption pnor to matunty as descnbed herein The Certificates are payable from the Lease Payments to be made by the City under the Lease Agreement and certain funds held under the Trust Agreement In addition the pnncipal of the Certificates may be paid from funds drawn under an irrevocable standby Letter of Credit issued by Golden State Sanwa Bank which Letter of Credit is confirmed by The Sanwa Bank, Limited The Letter of Credit will permit the Trustee todraw up to an amount sufficient to pay the pnncipal of the Certificates,as more fully set forth herein The Certificates will be further secured by a Deed of Trust,Assignment of Rents and Security Agreement granting a first lien on and security interest in certatn property as more fully descn bed herein The Certificates are being sold executed and delivered to finance the construction of multifamily rental housing facilities known as the Emerald Cove Senior Citizens Housing Project(the"Project")which Project will be leased by the Redevelopment Agency of the City of Huntington Beach(the *Agency")totheCityof Huntington Beach(the"City')pursuant to the Lease Agreement(the"Lease Agreement") With certain exceptions,so long as the Project is leased to the City and operated by the City or its agent;as least 50%of the units within the Project are to be rented by persons of low or moderate income See"The Project"herein S4,600,000 9'z% Certificates / e Cates due June I, 1994 Price 100°/0 (Accrued interest to be added) THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREE- MENT DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION NOR DOES THE OBLIGATION TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS NOR SHALL THE GENERAL FUND OF THE CITY BE OBLIGATED FOR THE LEASE PAYMENTS. The Certificates are offered vi hen as and ifexecuted, delivered and received by the Underwriter,subject to the approval of validity by Janes Hall Hill& It hite 4 Professional Lau Corporation San Francisco California,Special Counsel and certain other conditions Certain irnatteis ii ill be passed upon for the L ndemnier by Brox n, Wood Ivey, Witchell&Petty San Francisco,California,for the Bank by Rosen Hachtell&Gilbert 4Professionalcorporation Los4ngeles California andfor the Confirming Bank by Bronson,Bronson and McKinnon San Francisco California and for the Agencv Stradling, Yocca, Carlson & Rauth, Newport Beach, California It is expected that the Certificates is ill be available for dell ierr in San Francisco, California,on or about June 17,1984 Stone & Youngberg Kidder, Peabody & Co. incorpomted Max 31 1984 t For an explanation of the Rating,See"Rating"herein with respect to the Certificates, sufficient to meet the following amortization schedule, shown on an semi-annual basis : Certificates Total Payment Due Principal Interest Payment 12/1/84 $ - $ 218, 500 $ 218 , 500 6/l/85 - 218, 500 218 , 500 12/1 /85 _ 218 , 500 218 , 500 6/ l/86 218 , 500 218 ,500 12/1/86 - 218 , 500 218 , 500 6/1 /87 _ 218 , 500 218 , 500 12/1/87 218 , 500 218 , 500 6/l/88 - 218 , 500 218 , 500 12/ 1/88 _ 218 , 500 218 , 500 6/ 1 /89 218 , 500 218 , 500 12/l /89 - 218 , 500 218 , 500 �-� 6/1/90 - 218 , 500 218 , 500 12/1 /90 _ 218, 500 218 , 500 6/l/91 218, 500 218 , 500 12/1/91 - 218, 500 218 ,500 6/l/92 _ 218, 500 218 , 500 12/1/92 218 , 500 218 , 500 6/l/93 - 218 , 500 218 ,500 12/1/93 - 218,500 218 ,500 6/l/94 4 , 600 , 000 218 , 500 4 , 818 , 500 $4 , 600 , 000 $4 , 370,000 $8,970 , 000 In the opinion of Special Counsel , the Lease Agreement is a valid and legally binding instrument enforceable against the City in accordance with its terms, subject to the limitations on legal remedies against cities in California , which include the limitation that judgments may not be enforced against funds held by a city which serve the public welfare and interest , and subject to the limitation that the enforceability thereof may be limited by bankruptcy or insolvency or other laws affecting creditors ' rights generally. The obligation of the City to make Lease Payments does not constitute a general obligation or indebtedness of the City and are not payable in any manner from taxation. 1 6 t t t r 1%E ARE P`ASED TO CONFIRM THIS TRANS.CT ON STONE & Y O U N G B E R G ONE CALIFORNIA STREET SUBJECT TQ TERMS ON REVERSE SIDE SEE SYMBOL SUITE 2800 EXPLANATIONS ON REVERSE SIDE THANK YOU FOR ESTABLISHED 1231 SAN FRANCISCO CALIFORNIA 94111 LETTING US SERVE YOU MEMBER PACIFIC STOP(EXCHANGE INC 415/981-1314 GEGRGF- F DOWLE Y SYMBOL ACCOUNT NO T TRANS NO MKT I CAP I PDI TRADE DATE _123jj=OFFICE AE .':�1 �`��7t EI:3 4�5�5�•�� 1 <614 0 1 11 0'?/05/91 09/:6/91 31A 0' "03 M CITY OF HUNT I NOT ON BEACH P 0 Pox 1';'U ATTN ROB FFAtJ-7 HUNT I"rl_ T E'M BEACH CA 922-4_ y 1� U T L)U QUANTITY CUSIP NUMBER SECURITY DESCRIPTION COUPON/MATURITY E,Ci T 1 =`55 ' 1 L = U S H'El-, UF T r,!J 1 E,�_. 7 . - z J J a D T D 11i15; 6'? F, C J ?: ) TNT - Ir 115 TO ?,/Z6 1LEI '= PRICE EXTENSION COMMISSION ACCRUED INTEREST SEC FEE SERVICE CHG MISC 1C12.0_'125 4 5,502.9: 4,46— .G',_ PAYMENT FOR SECURMES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE.SECURMES SOLO �o MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED S1 m STOCK POWER SEE BACK OF REMITTANCE COPY 2074 SS NO -5- - tun-17L33 _-- _----------- —____--- STONE & YO U N G B E R G ONE CALIFORNIA STREET SU ARE PLEASED TO CONFIRM THIS TRANSACTION B.IECT TO TERMS ON REVERSE SIDE SEE SYMBOL SUITE 2800 ESTABLISHED 1931 SAN FRANCISCO,CALIFORNIA 94111 LETTING US SSEERVVEN�REVERSE SIDE THANK YOU FOR MEMBER PACIFIC STOCK EXCHANGE INC 415/981-1314 GLOF,GE F DOWLE Y SYMBOL ACCOUNT NO T TRANS NO MKT CAP POI TRADE DATE • OFFICE AE CITY OF HUN i Itls_,TON BEACti F- U L,OX ATTt4 8CI8 If E HUNT I NGT0N' ESE ACH CA '12•_4_ YOU oUANttn CUSIP NUMBER SECURITY DESCRIPTION COUPON/MATURITY L+OT 1';''-M U S TF;EASUF'r SEt URITiES Ili S i F I rTE D TNTLREST PAYM1 N'T ISi 1 `-'/ 2 - YLU ./z,0 0% PRICE EXTENSION COMMISSION ACCRUED INTEREST SEC FEE SERVICE CHG MISC • PAYMENT FOR SECURITIES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE SECURITIES SOLD MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED STOCK POWER SEE BACK OF REMITTANCE COPY STONE & Y O U N G B E R G ONE CALIFORNIA STREET SUBJECT ARE PLEASED TO CONFIRM THIS TRANSACTION SUBJECT 70 TERMS ON REVERSE SIDE SEE SYMBOL SUITE 2800 EXPLANATIONS ON REVERSE SIDE THANK YOU FOR ESTABLISHED 1931 SAN FRANCISCO CALIFORNIA 94111 LETTING US SERVE YOU r MEMBER PACIFIC STOCK EXCHANGE,INC 415/961-1314 GL-CJ GE F DOWLE Y SYMBOL ACCOUNT NO T TRANS NO MKT CAP PDI TRADE DATE o OFFICE AE c'12`272M7 405 /_ _,�' 1 3?G1� 0 2 11 09/05/91 O'3/?6/91 31A 0V1?c M C. 1 TY OF HUNT I NuTON PL_iCH F O E0)' 1Q() ATTN BOB FFr�t,Z HUNT] NL7 011 BEACH CA + J l..i 'J Y OU QUANTITY CUSIP NUMBER SECURITY DESCRIPTION CCUPON/MATURRY E O i 1 { U S i F E + :,U1 t NOTEI:� 7 .7' I 1 1`,/Q 3 �o a UI 11/ 15� '=U 3 NT -S/ 15 f u V0/26, y LEI PRICE EXTENSION COMMISSION ACCRUED INTEREST SEC FEE SERVICE CHG MISC 1CI,-_ .C_7`_� � 15,643.7 .=�2f. .2� 221 ,5/�y.y7 PAYMENT FOR SECURITIES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE SECURITIES SOLD MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED sw STOCK POWER SEE BACK OF REMITTANCE COPY SS NO 95-6000723 STONE & Y O U N G B E R G ONE CALIFORNIAU A STREET ARE PLEASED TO CONFIRM THIS TRANSACTION B.IECT TO TERMS ON REVERSE SIDE SEE SYMBOL SUITE 2800 ESTABLISHED 1931 SAN FRANCISCO,CALIFORNIA 4111 LETTING US REVERSE SIDE THANK YOU FOR SERVE YOU 9 MEMBER PACIFIC STOCK EXCHANGE INC 415/981-1314 GEOFGE F DOWLEY SYMBOL ACCOUNT NO T TRANS NO MKT CAP Pa TRADE DATE ' OFFICE AE D 1 2'32 7V T5 4r1'- _`_ - 1 = .1 = u 11 �'�/U��'�1 t1':/. �i'/'1 .:IA u`i+)`1 t1 CITY OF HUNT I NGTON BEACH O ,oX 1 n(_I A7) N BOB HUNT I NUT011 BEACH CA Q- u w WAN7ITY CUSIP NUMBER SECURITY DESCRIPTION COUPOWMATURITY IOU x BOT 2L=15M ��1 G27':Y5 U O TFEASt_1R t' N43 fEE 7.i 2`_r`! It/ 15� �1 Y LITEI r TNT 05/15 TO 09/26 LLD PRICE EXTENSION COMMISSION ACCRUED INTEREST SEC FEE SERVICE CHG MISC • 1t1�.�=.1�_ � _I �,/ 7l .5r c,�.'�1 .^] 215, _r_.�'.37 PAYMENT FOR SECURITIES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE SECURITIES SOLD MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED STOCK POWER SEE BACK OF REM nANCE COPY NE ARE PLEASED TO CONFIRM THIS TRANSACTION N O N E & Y O U N G B E R G ONE CALIFORNIA STREET SUBJECT TO TERMS ON REVERSE SIDE SEE SYMBOL SUITE 2800 EXPLANATIONS ON REVERSE SIDE THANK YOU FOR ESTABLISHED 1931 SAN FRANCISCO,CALIFORNIA 94111 LETTING US SERVE YOU MEMBER PACIFIC STOCK EXCHANGE,INC 415/981-1314 GaURGE F DOWLE Y SYMBOL ACCOUNT NO I T TRANS NO MKT CAP POI I TRADE DATE OFFICE AE 2 1 4051:5 32 1 O 12 1 11 709105191109V2.61-i-11 .31A 'J0 FITY OF HUI I T I NGTON BEACH Q EMIiX AIIN HOE+ FFH-NZ HUNT I11"JON EEPl,'H CA ';-2r 4 = -II J OUANTITY CUSIP NUMBER SECURITY DESCRIPTION COUPON/MATU^TY FU; 4,_ `.tl 41,:=I� F_ T _ U 1Hr 1j_ `-nE_I- SIF- IF'FEL' Itli F-Mi I-' - GENEF IC I TNT F'111T ii 15 4 �v YLL I = F PRICE EXTENSION COMMISSION ACCRUED INTEREST SEC FEE SERVICE CHG MISC 4 . 1 4(j".1 , 41 .1��i 4CIQ 1 , =•41 .i IiT PAYMENT FOR SECURITIES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE SECURITIES SOLD MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED sw STOCK POWER SEE BACK OF REMITTANCE COPY ?1� SS NO --15-60607 ------------------ --- ---------- --------IO WE ARE PLEASED TO CONFIRM THIS TRANSACTN S T O N E & Y O U N G B E R G ONE CALIFORNIA STREET SUBJECT TO TERMS ON REVERSE SIDE SEE SYMBOL SURE 28M EXPLANATIONS ON REVERSE SIDE THANK YOU FOR ESTABLISHED 1931 SAN FRANCISCO,CALIFORNIA 94111 LETTING US SERVE YOU MEMBER PACIFIC STOCK EXCHANGE,INC 415/981.1314 Ol-WGE F DOWLE Y SYMBOL ACCOUNT NO T TRANS NO MKT CAP POI I TRADE DATE a OFFICE AE =�sETO 41 11 0 ' 11 09/05i 511 0:) 26 -P1 ,1A CITY OF HUNTINCTON BEACH F' 0 boy. ; 1=jl1 AI IN E108 FFA,17 HUNTINGTOv E'EACH CA ' YOU QUANTITY CUSIP NUMBER SECURITY DESCRIPTION COUPOWMATURITY s~OT 1'-`_,h1 91283-IET U S TFEPS:URY SEC URII IE'=, STRIFT'L.D INTEREST F'AYMEENT 11i 15/' 1 . YLD `_l.4507— PRICE EXTENSION COMMISSION JACCRUEO INTEREST SEC FEE SERVICE CHG MISC a PAYMENT FOR SECURTIES BOUGHT MUST BE RECEIVED AT OUR OFFICE NOT LATER THAN SETTLEMENT DATE SECURITIES SOLD S 'C MUST BE RECEIVED BY SETTLEMENT DATE WITH COMPLETED STOCK POWER SEE BACK OF REMITTANCE COPY t t 1 1 1 1 i 1 1 4 '7Fi-,I STONE _ YO NGBERG S F CITY OF N0jM7I46TO4 REACH EXHB IT b 1991 REFV0Ir6 CERTIFICATES OF PAV ICIPATION FIMAL MUMU RS aisixiiis�s.iisirsss==== S O U R C E S A M D u 4 E S O F i u M D s ==l irisz=== 2 asiii SiL�==�f ffi3=sssYTi OELIVERY DATE: 9/26/91 S.x.rc" of Funds aiic_==oaa is.— Par Amount of Borvis .. S5,70,D00.00 rPremiu4 /-Discaunt..... -$.22,227.00 Bond Proceeds......... .. .. ... .. 5,717,T73.00 Accrued Interest .. .......... . 26,844.Q �AERAL0 COVE RESERVE FUNDS Lease Payment Fund .-.. . .. ......... 151i,454.19 Interest Reserve...- ,-�--•• . _•• ............ .... _..•.. .._.---••----211=837:29 Lease Payc*nr Reseryt M,969.Ed Sb,153,383.95 i I Uses of Funds Refundln9 Escrow.. ... ...... . ..... 5,075,9171 Underwriters Disco%xit Ct or S) ... ....( 1.405000x5 , N,647.M Cost of Issuance. ..... •-......... -- .. ........•.. 95,000.00 Released Teed Mcney.., 394,303 S5 Letter of Credit Fee (140 days) ..... ..... ............ 19,166.65 Accrued Interest.. ..... ... ...... ... ... ... 26,844.62 Debt Service Reserve ... . 4E1,950.(VJ Contingency.........., ...- .... ...................... - 0.00 1 56,153,893.Q5 Stone L YoungLYrg FILENAME: huntbeh KEY, -,ew4 - �_� � - ' 1 1P:4i STONE YO NGEERG S F nafeasa)rce of Emerald Co4a copra with A Aated010 Yeer Tax-exempt isav® I1#1fIAL PRI(-IFC, IUMCR$ DEBT SEPYICE SCHEDULE UAIL PYI2ICIEAt. trF( mr._�enm_cnmae_ !f4 I1tT£R.z3T IPRIuD 171TAL PIntAL TOrAL ---- ---... -- -- ------- - - -- ----- -------------- 1 32 191.161__c -- 193,=P1 5 9/ 1, 32 30")00 3o, 4.bJ0000 I�3,261 25 223,:81.i5 d16,5b"[ 5U 31 1191 192,541 25 192,551 25 9( . 93 75,1)11 J _ 1`1n n') i�12,561 25 26 561.25 i6U,122 5'1 14' t4P -5 103,5Ed '+c a y - ^'' 2 0 3C: -�� 1'a5 _dd �t6.75 ld9,SL9 �5 9 1/95 00,Goo 0r, 5 000W9 198,5?,0,15 268,528.75 451.057,50 3/ 1/96 186,244.15 186.29@,15 4b 95,0i10 .r 5 -1C,0ri :A6, a$ ,5 1.:86 '5 .� 1,J.44_., L) 1S3,9S5 Lr} L 183,845 Co '",3,a45,U0 457r°50.00 141,235.?0 1E1,235 00 0 1/'A ON 1"':_"0 n nOn000 161,235 90 2-6 235,ru0 1 33 3 157,g7C,00 1'F 345 on 174r?85,00 ° 17J, C h."I r J�V �,3d5.01, 1/ u 1'5,365,00 175,J85.00 2 1 0 ?1U,iP0 UO 6.lho000 175,305.00 285,3di,)0 460,770 00 112,03U DO 272,010 nn 1 16A,y05.Ju irs.465 UU 9, 1/ 2 12u,GG�r,JO e 3U000U 160,4e5.00 298,4b5.OU 456.930.00 3, 11 1 164,605.00 166,605,Q0 9" 1/ 3 110,Goa )0 9.4000rJo 164,dP5.00 294,685 QO 459,370 OD JJ 1' 4 .60,525 DO I60,525,r10 9/ 1/ 4 140,000 or, f;.3100000 16C,525_on 300,525.00 461,G50 00 3/ 1/ 5 155,975.00 155,97S.00 9/ 1/ S 1.50,000,flu 6 500000 155,975,0o 205,979.Do 461,950 00 1/ 1/ 6 Is1,100.Do 151,100.00 91 it 6 195,000 0r, 5,500000 151,100.00 306,iDO c0 457,700.00 3f 1/ 7 146,062.50 146,062.50 9f 1/ 7 165,000 OC 6.t00000 146,062.50 311,062.SU 457,125.V0 3/ 1/ P 140,100.00 140,700.00 91 L/ 6 180,D00 00 7.000000 140,700,00 320,700 Ou (61,400.00 3i 1/ 9 134,400.00 114,400.00 9/ 2e 9 190,o0D.00 7,000Doo 134,400.00 324,400.00 458,800.0D 3/ 1/10 127,750.00 127,750.00 9/ t/10 205,000.00 7,nna000 127,150.00 332,750.DD _ 668.s0D.e4 3/ 1/22 11"4" 120,S7s.00 220,575,00 9/ 1311 220.000.0o 7 000000 120,575.00 340,5-?5.00 461,150.DU 3/ 1/12 112,875.00 112,875.00 3f 1;12 2°5,000 D0 7 000000 112,975.01) 397,975.00 460,750.00 104,650.DV 104,650.00 9J L,1: 250,000 Jr 7 000000 104,S50 00 334.650.00 659,300.00 3) 1'ld o!,900.no 95,900 0' ` 1J1d :.61,0^ u0 7 OOOOoU 5, 3. 9,10.J0 360,900 00 456,e0G.40 3f !'15 06,625.00 li,625.Do 9I 1I15 285,00C QO 7 000600 06,625.00 J71,623.00 452,250 00 / 1 16 76,630.00 76.650 00 9/ 1/if 305,7JU.I) 7,004000 16,650.00 301,b5o 00 450,300.00 1/ 2/17 65,975-00 65,975.nq 9/ 1f17 130,0n0 Do 7 000V00 45,975.00 3951915,f10 461,950.00 J/ l,ls 54,425.00 56,425.OU L116 35o,000 0n 7 "0000 54,42s.o0 404,494,0? 459,850.UU 31 1119 42,175.00 42,175.00 9/ 2/19 3J5,000.0) 7.000^00 42,175.00 417.1-?5.00 459,330.00 3/ 1/20 29,Q50.40 29,050,00 ° 1r90 400,0GC.00 7 0000fl0 29,050,0^ 429,05,^ 00 458,100 00 1,21 15.030 0o 15,35'-,01 d) 1/21 430,0(- r,0 7 n, c 7�000 1..`'30_G0 441,:-5u 00 ii0,l�n p0 5 7d1),000.C'0 7,a9i,602.50 13.731,64_,5n ACCRUED %',,"44.62 26,044 62 5,740,OCU,00 ',966,757.86 1 3,794, 1n7.88 _____®: oA*ed 9J 1/91 vith Delivery ri 3126/91 7 T C § 6.99J173 G Ptoo Delivery Gate FrepeceS b, 8tane i y j0gLwrq RUNDAM 04-04-1991 @ 11:46-2 FIIHHAMR* wjWXi3CH KCT: HEW2 STONE & YB NCBERG S F. r 7 Defeaaan_a of Emeleld Cove COP'S With A slafod 30 Yeaz Tax-E:ampt Iaeve INITIAL PPI,-IN,:; RUASEAS -- ARB L2LLD DELIVERY DATE; V,'6,91 f" 5,140.o00 0,,� A�czi.ad Inc 6Ze6r Z45,444 62 'Zlpli s_ ZeBue f�Prarr lumr-D1�C!�t�L7 -22,::!- lfi ;r`�a T1nL1 Ter3tt \'al �w --5,744,61- 62 c ) Z E L 0 L P5:Sb1 6 0 Pr9lered t. St t� { _�1cer7 RUNDATP 04-1391 R 11 47.13 nt4TEC31 09 - 04 - 91 02 : 55PM STONE & Y0 NGBERG S. F. P02/02 Itfeaeanee cf F vld re rOP 4f1th A fiatad 30 Tax- a 8,ovxea�pt I:4.3a 71f1TIAL 1G NTWERB 54300 PR'C' TIME IMPMT DPTBD 4/ 1/1941 EEL IVFS Y 1/26/19°1 �Fr-S5 rATL ERIM,IPAL 52Y C rpP N '17rty ,FR1e PP10ED TO CALL. RODWTI.N '++ 1/9' 20,000 UO 30 4 8000 4 80nQ 1.10 0rh) 20,000 00 1 1' 75,�)ni �0 I9C ` 100D 5 1!00 1']0 0''. S,000.0') 1 '4 P1i,i�" �,i �_r 5 7OQn r 7'jJ Oi '1'. 31),l�ln" �0 '410'00 lrr. O' - 4( 1,76 PS,OOI) 00 11G5 5 7500 b '. U 1V0 OOv 45,Don,CO a/ 1,97 90,000 00 17C`. 5 0100 9cUU 49.50J A9,55n,M 1 ,qP 95,000 00 23?r' 0,1011 f.05f`f 4q,11 5 94,-29 25 7 1 10 1'}0 'j1 ID .1' i lfJ 9 r1,4 4_,ri4 s1, 1 11o,00C.:u 41� � 1C,j•' h �� t^?,6'y 9G q1 1, I 115,o?o 40 5310 d noo b 35O0 9F _ :13,73b 15 3/ 1; 2 120,000 00 ('00 a 30c0 G 45DO ,e E._ 116,5)6,00 nl J, 130,000 uu P19Q h VOOJ 9 !,in oa 'b L2B,3a4,50 0, „ 4 140,000_nC LI 121" qur,n b 65in 0R 7nb 120,199 40 � 151),uttr L_116 53?^ t 750u 'S8 .4v,e3 00 �r li F 155,000 00 1443, t 5^00 6 80^0 a 207 .50,E70,85 a 1, 7 165,nC0 on 17u'5 5 50n0 6.2500 ?5 621 t54,441 15 101 0,On O` 2r,l. - `� �„-� _�� � � lr)�) n .r 21) Jnn ,1) „ iJriJ „U 3� 1/10 ZU5,J00.0o 27410 ',nC�:O 7 00j0 100 000 105,000 O0 e, 1/11 220,a0e 00 3ibty 7.0000 7 0000 100 000 220,00a 00 n, 1,1l 235,000 u0 36785 0-,00 0000 100 00] 225,00G 00 9 1 13 25U,nv+ iin >2295 11000 0000 200 000 :50'M" VQ 9/ 1,1I 265,0 or' 48381) 0000 ^U00 200 004 .65,UUG.VU 9/ 1/15 2B5,0^V.00 5522('� 7.0C'O') 7 0000 100.00-o 205,000.00 9/ 2/16 305,Uco.OU ,2841 0000 7.0000 1r10.00-3 3^S,00C.00 91 1117 330,000 00 7142r. '.0r)O10 l.QnQU 100.000 110,Ono ,10 o, 1J16 350,0a0 00 9001R 7,0000 7 00fin 10o.006 350,000.00 of 1/19 375,000 00 a:j,: 0000 7.Ooon 100.000 3-5,000-00 q, 1/23 4^o,o" UU 1U1915 7.000t1 7,0000 10o.000 too,o00.Jo 9, 1/:1 430,000 00 1150" a00P 7.O�un ion,P09 430,000 00 -------------- -------------- 5,740,00D 00 5,717,73 00 Par Amount S,740,000.00 V P TeAtirt ion -22,227.00_,,,E,r,, rress Produc!ion 5,717,77+.UD 99 6127700 Bond Iuaurnnca 0.00 0.0000000 rindarwrlters Discount e0,o47.UG 1 4050"0 Avelaaa Take Down 0.00 4 V000900 91d 5,637,1:6.00 99.�il77700 P--i 2-„844 b2 Not ro Isauer 5,bb3,970.62 Gsoaa Ioter"t "ut ',991,6V2.5U +Net Discount 1o2,874.0O Net Into-eat cost 9,4a4,476.5a TEPM BIN01911 PRI1gczPAL 01JP"V YIELD 4QRI('E Y, :/2021 4,0T0,rIn0.0n 7 0000 ' 0000 1C0.000 4 UZQ,UUO.Qki SMFZAL a(,tlLt.' I11201 U00 :U 1,697,'73-00 r,,)vr-ATFr 04-00-?991 9 14 1, nl FTLERAME 11CNIB^H KEY: NEP92 09 - U4 - � 1 12 : 15PM STONE & � 0 NGBERG S. F. P05,, Defesaence of c"rald ;ova coe,a With A Fared 30 Yeai Taa-E>empr I99LIe IIIITSAL PPICI13G NU14BLPS YIGLA PROGF FV LATE: 9/26/L991 with 2 Compounding® using 30/360 fear zasi,s FV PESVhTS• pV TCTAI, R 5 744,617.62 PV k11Ta m 6 19256106n0 =mod - %:;K Pn5T0TAl- = 13,711,602 50 PATE A1fUUM1• RATE Ft' FA,'TCIF FV AHOU21r ------ -- -- le 1/19g2 1.3,281 25 6 642t6ll 0 97114913 187,723.47 3 L1299' ='i -dl F 222d@64," 279,06 18 561 2' e.P�;5t11 '� 9117e.4E) 174,77U,44 9 /1933 `.•L 25 ti tf�-S611 B77f72@9 �f4, T50.39 ?r 1/1994 140,048,79 b,Q925611 0 94814149 161,697.50 9/ 1/1904 270,649.75 6.0925611 0 81980786 221,901,62 3/ 1/1995 1981529 7` 5.9s25611 n '925"355 149,422 90 1 1991 2-4,::8 1 F 9a25n 3 G 7EF1t921 2,}'.,738 46 1 .396 86,i6P,7-` t.6925611 0 74064452 137,973.14 9/ 1/1996 �'1,?86 75 6 8575511 0 7259701P 194,234.65 1.3,945 00 6 99;5511 0 69271-84, L27,=42 41 t fir` e'a99" d';it 1 Im HR?5n1I Ctan6f117 1Ci,�10.70 2 1 190S 1.235 ,, r, 932E511 t E4677:r4 17,48 4 L,13)S 7b,235 pro G.69256L1 0 OZ522367 172,708.66 �I 1/19d9 1,8,285 Oo 6.21;25611 0 60439454 107,814.92 9/ I/1g99 2"0,385 00 6 9925611 0 58425933 1F2,549.03 j ?i23hn .^L IF5 1n ti 8Q2562. ` `6471451 94,�5' e SE 1 Itnu 134 VU t 89:5e11 `.54597P.4 155,914 20 2r 112001 172,030 00 6 @1)25621 0.52779983 90,795.68 9f t/2001 97,030.0o 5 R925611 0,51020667 146,444.62 3/ 1/2002 I",46b .`0 6.9925611 0.49320930 93,088.50 1 112002 Gti01465 00 t.4425F11 n,41671919 131,533.62 3/ 1/2003 164,f85 00 6.8925611 0.460894t7 73,902 41 9/ 1/2003 294,CR5.00 619925611 0.44553991 131,293.93 3t 1/20,34 150,52!.00 6.8925611 0.43069689 69,137.62 9f 1/2004 300,525.00 6.9925612 0,41634836 125,t23.09 3/ 1/2005 15!,915.00 6.R925611 0.40247104 62,776.48 9/ 1/2005 305,9-5 00 6,8929611 0.30906942 119,045.51 112006 151,109,00 6.8925611 0 37610769 56,629.87 9i 1/20DG 3J6,200,00 6.8925621 0.36357779 112,291,26 !/ 1/2007 246,067 50 6.8925613 9.35146530 S1,335.90 9/ 1/?,007 311,062.50 6 R925611 0 33975634 105,665.46 3/ 1/2008 140,700.00 6.6929611 0 32243'747 46,211.15 9/ 1/2000 320.100 00 6.8923611 0.31749560 101,620,09 3/ 2/2009 134,40D,00 6.8925621 0.30691941 41,249.43 9/ 1/2009 324,400.00 6.692$611 o.29669352 94,247.20� 3/ 1/2010 227,790.00 6.6925611 0.20690926 36,639.80 9/ 112011 332,750.00 6.892$411 0,27725430 92,256,37 3/ 1/2011 120,575 00 6.0425612 0.26801166 32,316.23 41 1/2022 310,575 00 6.8925611 0.25909974 09,239.23 3/ 2/2012 112,875 00 6.9925621 0.25045726 28,27D.37 9/ 1i2012 347,975 00 6.892.5621 0 24211337 94,225 13 1/ 1/2013 11,4,o5C nn p.095.5621 0 2A 04744 26,493,04 9/ 1/2013 354,.5(1,01) 6 8925611 0 22625022 80,239.64 3/ 1/2014 95,900.00 6,0923611 0 21971277 20,214.55 9/ 1/2014 160,900 co 6,e925612 0,21142642 76,303.79 3/ 112013 90,625.00 61892561i 0,20438281 17,704.66 9/ 1/2015 371,625 00 6.89d5611 011975,7396 13,423.39 3/ 112016 76,6ao,o0 6.8925611 0.19099115 14,639.52 9/ 1/2016 J81,650,00 6.0925611 0.16462892 '90,463.63 3/ 1/2027 65,a75 00 6,642S611 0.1740807 11,715.09 a/ 212027 345,975,00 6.8925611 0.17253221 69.312.41 .3/ 1/2D19 t)4,425,OQ 6.8925611 0.16679427 91077,23 g/ 1/2018 404,425,00 6 8975611 n 161227g1 65,204.(P0 112019 42,275,7U 6.092561) 17585665 6,573 25 9/ 1.,2019 417,175.0,1 n 8925611 0.15066413 62,053.39 J, 11202�l 29,1:0 r0 t,,0925G11 0.24564500 4,230 99 9, 1/:ln2(' !^9 u P9,�5c11 . 1407g79P 60,407,19 3, 1,2021 15,o5u.,)r) 6 8925ti11 J.13610241 21049 34 9/ 1/1021 441.011%,uu 6 297S611 0.1315-bB20 51,554.43 �UexorAL 13,731, 02,50 5,74l,617,62 Frnpaied by Stone 6 Yojngbetg F07PDATC. 09-04-1941 4 11 S0:35 F17.8HAMe: FMilTECE Xer: FM Existing Debt 44,600,000 Emerald Cov® Senior Citizens Housing Project City of Huntington Itach, California (NJ O CO3? OF CAHDIDATBS !'OR LSCRON PORTFOLIO �,.....�..a._... w DELIVLRY DATE: 9126/91 ACCRUED TOTAL "ATURITY PAR COST TYPE D A T E AMOUNT COUPON YIELD; PRICE COST INTEREST ---------- --------- --------- ---------- ---------------- ----- -0.00 ------ 93,566.75 Uj TNOTE-- 11/15/91 195,000 0.0o0000 5.405228 99.265000 193,566.75 0.00 186,270.55 TNOTE 5/15/92 195.000 0.000000 5.600040 96.549000 188,270.55 L:l TNOTE 11/15/92 195,000 7.750000 5.865157 102.031250 198,960.94 5,501.81 215,360.37 TNOTE 5/15/93 205,000 7.625000 6.130696 102.291250 209,676.56 5,691.81 215,368.37 cc TNOTE 11/15/93 210,000 7,750000 6.370021 102.687500 215,643.75 5,926.22 4,221,569. 055134100 TNOTE 5/15/94 4,815,0 97 W 00 0.000000 6.659952 84.140000 ----1,------ ----- --- --5,057,459.55 17,120 95 5,074,580.50 Z SUBTOTAL 0 BEGINNING CASH 1,391.23 3�. COST OF SECURITIES 5,074,580.50 TOTAL COST OF ESCROW 5,075,971.13 RUNDATE: 09-05-1991 8 09:24:07 FILENAME: HUNTOCH KEY: EMERALD w Z 0 F- En 00 CYi s C) O I LD O I iw wr w� ww w w ® w ww ww sw w w ® ® ww Existing Debt $4,600,000 -k Emerald Cove Senior Citizens Housing Project ESCRO" YIELD WITHOUT S&Y FEE D PV DATE: 9/26/1991 with 2 Compoundings using 30/360 Year Basis 5,074,590.50 PV RATE 6.6060325135 PV RESULTS: PV TOTAL s CASH - FLOW SUBTOTAL - 5,909,618.77 AMOUNT RATS PV FACTOR PV AMOUNT DATE---------- 92 11/15/1991 219,509.39 - 6.6060325 0.99119277 216,580.00 U1 12/ 1/1991 0.00 6.6060325 0.98833378 5/15/1992 210,509.30 6.6060325 0.95950032 209,650.00 6/ 1/1992 0.00 6.6060325 0.95673274 11/15/1992 218,509.38 6.6060325 0.92092121 202,95615 CC 12/ 1/1992 0.00 6.6060325 0.92614211 . 00 LlJ 5/15/1993 220,953.13 6.6060325 0.89912303 198,6644.003 6/ 1/1993 0.00 6.6060325 0.89652960 11/15/1993 210,137.50 6.6060325 0.87037442 189,861.30 12/ 1/1993 0.00 6.6060325 0.06786391 0.00 O 5/15/1994 4,015,000�00 6.6060325 0.84254502 4,056, 854.27 SUBTOTAL 854.27 5,909,628-77 5,074,580.50 A RUHDATB: 09-05-1991 e 09:26;04 FILENAME: MINTSC9 KEY: E1d8RALD W z O En H l� l� L1 0 l) Existing Debt $4,600,000 O Emerald Cove Senior Citizens Housing Project $SCRON Y1bLD INCLUDING OVERNIGHT FEE OF $1,000 N O PV DATE: 9/26/1991 with 2 Compounding. using 301360 Year Baaia w PV RESULTS, PV TOTAL 5,075,560.50 PV RATE 6.5972927329 GA51i - FLow SUBTOTAL s 5,909,618.77 DATE AMOUNT RATE PV FACTOR FV AMOUNT Y Ui 11/15/1991 218,509.38 6.5972927 0.99120419 216,587.41 12/ 1/1991 0.00 6.59?2927 0.98634088 0.00 E.3 5/15/1992 218,509.39 6.5972927 0.95955196 209, 671.10 cc 6/ 1/1992 0.00 6.5972927 0.95476763 0.00 Ld 11/15/1992 210,509.38 6.5972927 0.92691049 202,970.06 00 12/ 1/1992 0.00 6.5972927 0.92623462 E.3 5/15/1993 220,953.13 6.5972927 0.89924750 190,691.55 Z 6/ 1/1993 0.00 6.5972927 0.89665708 0.00 11/15/1993 216,137.50 6.5972927 0.87053173 189,895.62 O 121 1/1993 0.00 6.5972927 0.86802403 0.00 ?� 5/15/1994 4,015,000.00 6.5972927 0.84273295 4,057,759.16 ------------ ------------ dS sUBTOTAL 51909,618 77 5,075,580 50 W RUNDATE, 09-05-1991 2 10:43:46 FILENAMLL HUNTBCH KEY: atmRA-D Z O F- U7 O O .-4 I Lo O I rn 0 Existing Debt $4,600000 Emerald Cove Senior Citizens Housing Project City of Huntington Beach, California (� ESCROM CASH BALANCING REPORT PLA ...�� DELIVERY DATE: 9/26/91 E S C R O i1 CANDIDATE PURCHASE T O T A L C A S H DATE REQUIREMENT RECEIPTS RECEIPTS RECEIPTS BALANCE LI: ----- -------------- -------------- -------------- -------------- 9/26/91 1,391.23 U1 11/15/91 218,509.38 218,509.38 219,900.91 12/ 1/91 218,500.00 1,400.61 E.S 5/15/92 218,509.38 218,509.39 219,909.99 Er- 6/ 1/92 210,500.00 1,409.99 LLJ 11/15/92 218,509.30 219,509.38 219,919.37 m 12/ 1/92 218,500.00 1,419.37 5/15/93 220,953.13 220,953.13 222,372.50 Ul Ul 6/ 1/93 218,500.00 3,672.50 11/15/93 218,137.50 218,137.50 222,010.00 12/ 1/93 218,500.00 3,510.00 C 5/15/94 4,815,000.00 4,915,000.00 4,819,510.00 6/ 1/94 4,818,500.00 _ 10.00 5,911,000.00 5,909,618.77 5,909,618.77 w z RDNDATE: 09-05-1991 ! 09:23:53 FILMNANE: HUNTOCH KEY: £lM-RALD O H [!1 rn r� O 0 I J®ATES H-&LL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EMBARCADERO CENTER STEPHEN R CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY SAN FRANCISCO, CA 94111 ANDREW C HALL,JR (415) 391-5780 KENNETH I JONES WILLIAM H MADISON September 26, 1991 FACSIMILE R WADE NORRIS* (415)391-5784 DAVID J OSTER (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE • ADMITTED TO GEORGIA BAR ONLY ROBERT J HILL(1922-1988) City Council City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 OPINION. $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Members of the City Council We have acted as special counsel in connection with the delivery by the City of Huntington Beach (the "City") of the First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement") by and between the Redevelopment Agency of the City of Huntington Beach(the "Agency") and the City Pursuant to the Trust Agreement, dated as of September 1 , 1991 (the "Trust Agreement") by and among the City, the Agency and First Interstate Bank, Ltd , as trustee thereunder (the "Trustee"), the Trustee has executed and delivered $5,740,000 aggregate principal amount of certificates of participation (the"Certificates") evidencing the direct, undivided fractional interests of the owners thereof in lease payments to be made by the City pursuant to the Lease Agreement (the "Lease Payments") which have been assigned by the Agency to the Trustee pursuant to the Assignment Agreement dated as of September 1, 1991 (the "Assignment Agreement") by and between the Agency and the Trustee We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Lease Agreement and the Trust Agreement, and in certified proceedings and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation Based upon the foregoing, we are of the opinion, under existing law, as follows 1 The City is a charter city and municipal corporation duly organized and validly existing under the Constitution and laws of the State of California with the full power to enter into City Council City of Huntington Beach September 26, 1991 Page 2 the Lease Agreement and the Trust Agreement and to perform the agreements on its part contained therein 2 The Lease Agreement and the Trust Agreement have been duly approved by the City and constitute valid and binding obligations of the City enforceable against the City in accordance with their respective terms 3 The Certificates have been validly executed and delivered by the Trustee pursuant to the Trust Agreement and, by virtue of the assignment made pursuant to the Assignment Agreement,the owners of the Certificates are entitled to the benefits of the Lease Agreement 4 The portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, that for the purpose of computing the alternative minimum tax imposed on such corporations (as defined for federal income tax purposes), such interest is required to be taken into account in determining certain income and earnings The opinion set forth in the preceding sentence is subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 which must be satisfied subsequent to the delivery of the Lease Agreement in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes The City has covenanted in the Lease Agreement and the Trust Agreement and other instruments relating to the Certificates to comply with each of such requirements Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Lease Agreement We express no opinion regarding other federal tax consequences arising with respect to the Lease Agreement and the Certificates 5 The portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is exempt from personal income taxation imposed by the State of California The rights of the owners of the Certificates and the enforceability of the Lease Agreement and the Trust Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases Respectfully submitted, 'i4� eS f � A Professional Law Corporation JolvES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EMDARCADERO CENTER STEPHEN R CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY SAN FRANCISCO, CA 94111 ANDREW C HALL,JR (415) 391-5780 KENNETH I JONES WILLIAM H MADISON September 26, 1991 FACSIMILE R WADE NOI?I?IS' (415)391-5784 DAVID J OSTER (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE • ADMITTED TO GEORGIA BAR ONLY RO$ERT J HILL(1922-1988) Stone &Youngberg One California Street, Suite 2800 San Francisco, California 94111 SUPPLEMENTALOPINTON.• $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental for Certain Property Pursuant to a First Amended and Restated Lease l Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen We have acted as special counsel in connection with the delivery by the City of Huntington Beach (the "City") of a First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Lease Agreement"), by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City Pursuant to the Trust Agreement, dated as of September 1, 1991 (the "Trust Agreement"), by and among the City, the Agency and First Interstate Bank, Ltd , as trustee thereunder (the "Trustee"), the Trustee has executed and delivered $5,740,000 aggregate principal amount of certificates of participation (the "Certificates") evidencing the direct, undivided fractional interests of the owners thereof in lease payments to be made by the City pursuant to the Lease Agreement which have been assigned to the Agency to the Trustee pursuant to the Assignment Agreement, dated as of September 1, 1991, by and between the Agency and the Trustee A portion of the proceeds of the Certificates will be applied to advance refund and defease outstanding obligations of the City, pursuant to and in accordance with that certain Escrow Deposit and Trust Agreement, dated as of September 1, 1991 (the "Escrow Agreement"), by and between the City and First Interstate Bank of California We have examined executed copies of the Lease Agreement, the Trust Agreement, the Escrow Agreement, the Purchase Agreement, dated September 5, 1991, by and between Stone &Youngberg, as underwriter and the City (the foregoing are collectively referred to herein as the "Agreements"), the Official Statement, dated September 9, 1991 (the "Official Statement"), relating to the Certificates, the law and such certified proceedings and other papers as we deem necessary to render this opinion Stone &Youngberg September 26, 1991 Page 2 As to questions of fact material to our opinion, we have relied upon representations of the City and other persons contained in the Lease Agreement and Trust Agreement and in certified proceedings, and other certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation Based upon the foregoing, we are of the opinion, under existing law, as follows 1 The Agreements have been duly authorized, executed and delivered by the City and constitute legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought 2 The statements contained in the Official Statement under the captions "THE CERTIFICATES," "TAX MATTERS" and in Appendix A - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS", insofar as such statements purport to summarize certain provisions of the Certificates, the Agreements and Federal tax law, fairly and accurately summarizes the information presented therein (except that no opinion is expressed as to any financial or statistical information contained therein) 3 The Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as a trust agreement pursuant to the Trust Indenture Act of 1939, as amended 4 As a result of the deposit and application of funds as provided in the Escrow Agreement, the City's obligations under the Lease Agreement, dated as of May 1, 1984 (the "1984 Lease"), by and between the Agency and the City, have been discharged in accordance with its terms In rendering the opinion set forth in this paragraph, we have relied upon, and have assumed the accuracy of, the report of Ernst & Young with respect to the refunding of the 1984 Lease, as to accuracy of which we express no opinion Respectfully submitted, le3fW A Professional Law Corporation JoxES HALL HILL & WIRITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EM13ARCADERO CENTER STEPHEN R CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY SAN FRANCISCO, CA 94111 ANDREW C HALL,JR (415) 391-5780 EENNETH I JONES WILLIAM H MADISON September 26, 1991 FACSIMILE A WADE NORRIS* (415)391-5784 DAVID J OSTER (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE Y ADMITTED TO GEORGIA BAR ONLY ROBERT J HILL(1922-1988) Stone &Youngberg One California Street, Suite 2800 San Francisco, California 94111 RELIANCE LETTER Regarding Final Approving Legal Opinion: $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen We have this day released to the City of Huntington Beach our final approving legal opinion with respect to the captioned financing The foregoing opinion may be relied upon by Stone &Youngberg, as underwriter, to the same extent as if such opinion were addressed to it Respectfully submitted, I Professional Law Corporation J®NES HALL MILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EMBARCADERO CENTER STEPHEN R CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY SAN FRANCISCO, CA 94111 ANDREW C HALL,JR (415) 391-5780 KENNETH I JONES WILLIAM H MADISON FACSIMILE R WADE NORRIS* (415)391-5784 DAVID J OSTER September 26, 1991 (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE ADMITTED TO GEORGIA BAR ONLY RODENT J HILL(1922-1988) First Interstate Bank, Ltd Corporate Trust Department, W11-1 707 Wilshire Boulevard Los Angeles, California 90017 RELIANCE LETTER Regarding Final Approving Legal Opinion and Supplemental Opinion: $5,740,000 1991 Refunding Certificates of Participation (Emerald Cove Senior Citizens Housing Project) Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by the City of Huntington Beach, California As the Rental for Certain Property Pursuant to a First Amended and Restated Lease Agreement with the Redevelopment Agency of the City of Huntington Beach Ladies and Gentlemen We have this day released to the City of Huntington Beach our final approving legal opinion and to Stone & Youngberg our supplemental opinion with respect to the captioned financing The foregoing opinions may be relied upon by First Interstate Bank, Ltd , as trustee, to the same extent as if such opinions were addressed to it Respectfully submitted, A Professional Law Corporation A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F ADAMS FOUR EMBARCADERO CENTER STEPHEN R CASALEGGIO NINETEENTH FLOOR THOMAS A DOWNEY SAN FRANCISCO,CA 94111 ANDREW C HALL,JR (415) 391-5780 KENNETH I JONES WILLIAM H MADISON September 25, 1991 FACSIMILE R WADE NORRIS* (415)391-5784 DAVID J OSTER (415)391-5785 BRIAN D QUINT (415)956-6308 PAUL J THIMMIG SHARON STANTON WHITE ADMITTED TO GEORGIA BAN ONLY ROBERT J HILL 41922-1988) Mr Randy Owens FIRST AMERICAN TITLE INSURANCE COMPANY 114 East Fifth Street Santa Ana, California 92702 Re: City of Huntington Beach Your Order No. 1583685 Dear Randy- You are hereby instructed to record at 8 00 a m., on Thursday, September 26, 1991, in the office of the Orange County Recorder, the enclosed Memorandum of First Amended and Restated Lease Agreement, dated as of September 1, 1991 (the "Memorandum of Lease"), by and between the Redevelopment Agency of the City of Huntington Beach (the "Agency") and the City of Huntington Beach (the "City"), together with Certificate of Acceptance by the City, which Memorandum has heretofore been properly executed, acknowledged and is herewith delivered to you. Upon recordation of the foregoing, please contact me as soon as possible with the instrument number and time of recording Also enclosed are originally certified copies of the authorizing resolutions for the City and the Agency. It is our understanding that the recordation data regarding the Memorandum of Lease will be inserted into a CLTA leasehold title insurance policy in the amount of$5,740,000 in the form to be provided this afternoon by your office and approved by this office prior to issuance of said policy, insuring First Interstate Bank, Ltd., as trustee, and the City. It is our further understanding that you will deliver one original and seven copies of said tale insurance policy to the undersigned as soon as possible following recordation. Your invoice for the premium of the title insurance policy and any recording costs, should be addressed to Mr Robert J. Franz, Deputy City Administrator/Administrative Services, City of Huntington Beach, 2000 Main Street, Huntington Beach, California 92648, and delivered to the attention of the undersigned with the tale insurance policies If you have any questions, please feel free to call me Very truly yours, I h rine M Lee ior Project Coordinator Closing Department Enclosures $5,740,000.00 CITY OF HUNTINGTON BEACH Ceritificates of Participation (1991 Refunding) Financial Analyst&RQrl Project Attorney: Charles F.Adams Tax Attorney: Sharon Stanton White Financial Analyst: Eric D.Ford Project Coordinator: Katherine M.Lee Report Date: September 17, 1991 Calculations: Weighted Average Maturity 20.144833 Years Remaining Weighted Average Maturity 2AS056 Years Net Interest Cost(8038) 6.93414% Net Interest Cost(CDAC) 6.966.34% Actuarial Yield(TIC) 6.89256% (Compounded Semi-Annually) Assumgtions- 1. The Dated Date of the issue is September 01,1991. 2. The Closing Date of the issue is September 26, 1991. 3. There is Accrued Interest of$26,844.62. 4 There is an Orignal Issue Discount of$22,227.00. 5. There is an Underwriter's Discount of$80,647.00. 6. There is no Credit Enhancement. 7. The Re-offering price of the issue is$5,744,617.62. 8. The Present Value to which yield is discounted is$5,744,617.62. (Principal +Accrued Interest-Original Issue Discount) Attachments: Debt Service Schedule Bond Pricing Report Actuarial Yield Calculation Weighted Average Maturity Calculation CDAC&Federal 8038 Net Interest Cost Calculation Remaining Weighted Average Maturity Calculation III UJ40,000.00 CITY OF HUNTINGTON BEACH Certificates of Participation (1991 Refunding) Debt Service Schedule (Page 1 of 2) Date Principal Coupon Interest Period Total Annual Total 03/01/92 $193,281.25 $193,281.25 09/01/92 $30,000 00 4 800% 193,281.25 223,281.25 $416,562 50 03/01/93 192,561.25 192,561.25 09/01/93 75,000.00 5100% 192,561.25 267,56125 460,12250 03/01/94 190,648 75 190,648 75 09/01/94 80,0M.00 5.300% 190,648 75 270,648 75 461,297.50 03/01/95 188,528 75 188,528 75 09/01/95 80,000 00 5.600% 188,528 75 268,528 75 457,057 50 03/01/96 186,288 75 186,288 75 09/01/96 85,000 00 5.750% 186,288 75 271,288 75 457,577.50 03/01/97 183,845 00 183,845 00 09/01/97 90,000 00 5 800% 183,845 00 273,845 00 457,690 00 03/01/98 181,235 00 181,235 00 09/01/98 95,000 00 6 000% 181.235.00 276,235 00 457,470 00 03/01/99 178,385 00 178,385 00 09/01/99 100,000 00 6 000% 178,385.00 278,385 00 456,770 00 03/01/00 175,385 00 175,385 00 09/01/00 110,000 00 6100% 175,385.00 285,385 00 460,770 00 03/01/01 172,030.00 172,030 00 09/01/01 115,000 00 6.2M 172,030.00 287,030.00 459,060 00 03/01/02 168,465.00 168,465 00 09/01/02 120,000 00 6 300% 168,465 00 288,465.00 456,930 00 03/01/03 164,685.00 164,685 00 09/01/03 130,000.00 6 400% 164,685 00 294,685 00 459,370 00 03/01/04 160,525 00 160,525 00 09/01/04 140,000.00 6.500% 160,525.00 3DO,525.00 461,050 00 03/01/05 155,975.00 155,975 00 09/01/05 150,000.00 6.500% 155,975.00 305,975.00 461,950.00 03/01/06 151,100.00 151,100.00 09/01/06 155,000 00 6.500% 151,100.00 306,100.00 457,200 00 03/01/07 146,062 50 146,062.50 09/01/07 165,000 00 6.500% 146,062 50 311,062 50 457,125 00 03/01/08 140,700 00 140,700 00 Debt Service Schedule (Page 2 of 2) Date Prdndpal Coupon Interest Perm Total Annual Total 09/01/08 $180,OOo 00 7.000% $140,700.00 $320,700.00 $461,400 00 03/01/09 134,400.00 134,400.00 09/01/09 190,000 00 7.000% 134,400.00 324,400 00 458,800 00 03/01/10 127,750 00 127,750 00 09/01/10 205,000 00 7.000% 127,750.00 332,750 00 460,500 00 03/01/11 120,575.00 120,575.00 09/01/11 220,000 00 7.000% 120,575.00 340,575 00 461,150 00 03/01/12 112,875 00 112,875 00 09/01/12 235,000.00 7.000% 112,875.00 347,875 00 460,750 00 03/01/13 104,650.00 104,650 00 09/01/13 250,000 00 7.000% 104,650.00 354,650.00 459,300 00 03/01/14 95,900.00 95,900 00 09/01/14 265,000 00 7.00o% 95,900 00 360,900 00 456,800 00 03/01/15 86,625.00 86,625 00 09/01/15 285,000 00 7.000% 86,625.00 371,625 00 458,250 00 03/01/16 76,650.00 76,650 00 09/01/16 305,OOo 00 7.0)O% 76,650 00 381,650 00 458,300 00 03/01/17 65,975.00 65,975 00 09/01/17 330,000.00 7.000% 65,975 00 395,975.00 461,950 00 03/01/18 54,425.00 54,425.00 09/01/18 350,000 00 7.000% 54,425.00 404,425.00 458050 00 03/01/19 42,175.00 42,175 00 09/01/19 375,000 00 7.000% 42,175 00 417,175 00 459,350 00 03/01/20 29,050.00 29,050 00 09/01/20 400,000.00 7.00o% 29,050.00 429,050 00 458,100 00 03/01/21 15,050.00 15,050 00 09/01/21 430,000.00 7.00o% 15,050.00 445,050 00 460,100 00 $5,740,000 00 $7,991,602.50 $13,731,602.50 $13,731,602.50 j ej 5,74V1,000.0 ' Cl A x OF HUNTINGTON BEACH Certificates of Participation (1991 Refunding) Actuarial Yield Calculation (Page 1 of 3) Present Value: $5,744,617 62 Present Value Date: 09/26/91 Bond Yield: 8.89256% Total Debt Prewit Value Change In Change In Date Service ]Present Value Factor Periods Days 03/01/92 $193,281.25 $187,723.47 0.971245 00.8611 155 09/01/92 223,281.25 209,63618 0.938888 01.8611 335 03/01/93 192,561.25 174,770 44 0.907610 028611 515 09/01/93 267,561.25 234,750.99 0.877373 038611 695 03/01/94 190,648.75 161,697.50 0.848143 04.8611 875 09/01/94 270,648 75 221,901.62 0.819888 05.8611 1,055 _ 03/01/95 188,528 75 149,422 90 0.792574 06.8611 1,235 09/01/95 268,528 75 205,738.46 0.766169 07.8611 1,415 03/01/96 186,288 75 137,973.74 0.740645 088611 1,595 09/01/96 271,288 75 194,234 65 0.715970 09.8611 1,775 03/01/97 183,845 00 127,242 41 0692118 10.8611 1,955 09/01/97 273,845 00 183,218 78 0.669D60 11.8611 2,135 03/01/98 181,235.00 117,217.48 0.646771 12.8611 2,315 09/01/98 276,235 00 172,708 66 0.625224 138611 2,495 03/01/99 178,385 00 107,814.92 0.6 4395 148611 2,675 09/01/99 278,385 00 162,649.03 0.584259 158611 2,855 03/01/00 175,385 00 99,056 56 0564795 16.8611 3,035 09/01/00 285,385 00 155,814.20 0.545979 17.8611 3,215 03/01/01 172,030 00 90,795.68 0.527790 188611 3,395 09/01/01 287,030.00 146,444.62 0.510207 19.8611 3,575 03/01/02 168,465.00 83,088 50 0.493209 208611 3,755 09/01/02 288,465 00 137,533.82 0.476778 21.8611 3,935 03/01/03 164,685.00 75,902.41 0.460894 22.8611 4,115 09/01/03 294,685.00 131,293.93 0.445540 23.8611 42% 03/01/04 160,525 00 69,137.62 0.430697 248611 4,475 09/01/04 300,525 00 125,123 09 0.416348 258611 4,655 03/01/05 155,975 00 62,776 48 0402478 26.8611 4,835 { ActusAal Yield Calculation (Page 2 of 3) Total Debt Present Value Changeln Change In Date Service Present Value Factor Periods Days 09/01/05 $305,975 00 $119,045.51 0 389069 27.8611 6,015 03/01/06 151,100.00 56,829 87 0.376108 288611 6,195 09/01/06 306,100.00 111,291.16 0.363578 29.8611 5,375 03/01/07 146,062 50 51,335 90 0.351465 30.8611 5,555 09/01/07 311.062.50 105,685.46 0.339756 31.8611 5,735 03/01/08 140,700.00 46,211.16 0.328437 328611 5,915 09/01/08 320,700 00 101,820 86 0.317496 33.8611 6,095 03/01/09 134,400.00 41,249 83 0.306918 34.8611 6,275 09/01/09 324,400.00 96,247.38 0.296694 35.8611 6,455 03/01/10 127,750 00 36,639.88 0.286809 36.8611 6,635 09/01/10 332,750 00 92,256 37 0277254 37.8611 6,815 03/01/11 120,575.00 32,316.23 0268018 388611 6,995 09/01/11 340.575.00 88,23915 0.259089 398611 7,175 03/01/12 112,675.00 28,270.37 0.250457 40.8611 7,355 09/01/12 347,875.00 84,225 19 0.242113 41.8611 7,535 03/01/13 104,650 00 24,493 06 0.234047 42.8611 7,715 09/01/13 354,650 00 80,239 64 0.226250 438611 7,895 03/01/14 95,900 00 20,974.55 0218713 448611 8,075 09/01/14 360,900 00 76,303 79 0.211426 45.8611 8,255 03/01/15 86,625 00 17,704.66 0.204383 468611 8,435 09/01/15 371,625.00- 73,423 39 0197574 47.8611 8,615 03/01/16 76,650 00 14,639 52 0.190992 488611 8,795 09/01/16 381,650 00 70,463 63 0184629 498611 8,975 03/01/17 65,975 00 11,775 09 0178478 50.8611 9,155 09/01/17 395,975 00 68,318 41 0172532 51.8611 9,335 03/01/18 54,425 00 9,077.23 0.166784 52.8611 9,515 09/01/18 404,425 00 65,204.60 0.161228 53.8611 9,695 03/01/19 42,175.00 6,573.25 0.155857 548611 9,875 09/01/19 417,175.00 62,853.39 0.150664 558611 10,055 03/01/20 29,050 00 4,230.99 0.145645 568611 10,235 09/01/20 429,050.00 eD,40719 0.140793 57.8611 10,415 03/01/21 15,050.00 2,04834 0.136102 58.8611 10,595 09/01/21 445,050.00 68,554 43 0131568 59.8611 10,775 $13,731,602 50 $5,744,617.62 Actuarial Yield Calculation (Page 3 of 3) Calculation Of(Discounted Present Value: Principal: $5,740,000 00 Accrued Interest: 26,844 62 Net Original Issue Premium/(Discount): (22,227.00) Bond Insurance Premium: 000 $5,744,617.62 i CITY OF HUNTINGTON1 BEACH Certificates of Participation (1"l Refunding) Bond Pricing Report Dated Date: 09/01/91 Delivery Date: 09/26/91 Reoffering Premium/ Date Prindpal Bond Fears Coupon(96) Price (Discount) 09/01/92 $30,000 00 30 000 4.800 100.000 $0 00 09/01/93 75,000.00 150.000 5.100 100.000 000 09/01/94 80,000.00 240 000 5.300 99 861 (111.20) 09/01/95 80,000 00 320.000 5.600 100.000 000 09/01/96 85,000.00 425 000 5.750 100.000 000 09/01/97 90,000.00 540 000 5.800 99 500 (450 00) 09/01/98 95,000 00 665 000 6 000 99.715 (270 75) 09/01/99 100,O0O 00 800 000 6.000 99 064 (936 00) 09/01/00 110,000.00 990 000 6100 98 979 (1,123.10) 09/01/01 115,000.00 1,150 000 6.200 98 901 (1,263 85) 09/01/02 12O,O0O.0o 1,320 000 6.3Oo 98 830 (1,404 00) 09/01/03 130,000.00 11560.000 6.400 98 765 (1,605 50) 09/01/04 140,000 00 1,820 000 6.500 98 706 (1,811 60) 09/01/05 150,000 00 2,100 000 6 500 97.758 (3,363.00) 09/01/06 155,000.00 2,325.000 6.500 97.207 (4,32915) 09/01/07 165,000 00 2,640 000 6 500 96 631 (5,558 85) 09/01/08 180,000.00 3,060 000 7.000 100 000 000 09/01/09 190,000 00 3,420 000 7.000 100 000 0.00 09/01/10 205,000 00 3,895 000 7.000 100.000 000 09/01/11 220,000.00 4,400 000 7.000 100 000 0.00 09/01/12 235,000 00 4,935.000 7.000 100 000 0 00 09/01/13 250,000 00 5,500.000 7.000 100.000 000 09/01/14 265,000 00 6,095 000 7.000 100 000 0 00 09/01/15 285,000 00 6,840.000 7.000 100.000 0 00 09/01/16 305,000 00 7,625 000 7.000 100 000 0 00 09/01/17 330,000 00 8,580.000 7.000 100.000 0.00 09/01/18 350,000.00 9,450.000 7.000 100.000 000 09/01/19 375,000.00 10,500.000 7.000 100 000 000 09/01/20 400,000.00 11,600 000 7.000 100.000 000 09/01/21 430,000 00 12,900.000 7.000 100.000 0.00 $5,740,000.00 115,875.000 ($22,227 00) $Sy/`%000.00 CITY OF IiUNTINGTON BEACH Certificates of Participation (1991 Refunding) Weighted Average Maturity: 2014483 Years Principal Reoffering Adjusted Years To AP Multiplied Amount Maturity Date ]Price Principal(AP) Maturity(YM By YTM $30,000 00 09/01/92 100 000 0.0300 09306 00279 75,000 00 09/01/93 100 O00 0.0750 1.9306 0.1448 80,000 00 09/01/94 99.861 0.0799 2.9306 02341 80,000 00 09/01/95 100 000 0.0800 3.9306 0.3144 85,OOo 00 09/01/96 100 OOo 0.0850 4.9306 04191 90,000 00 09/01/97 99 500 00896 59306 05311 95,000 00 09/01/98 99.715 00947 69306 0.6565 100,000 00 09/01/99 99 064 00991 7.9306 07856 110,000 00 09/01/00 98.979 01089 8.9306 09723 115,000 00 09/01/01 98.901 0.1137 99306 1.1295 120,000 00 09/01/02 98 830 0.1186 10.9306 12963 130,000 00 09/01/03 98.765 0.1284 11.9306 1.5318 140,OOo.00 09/01/04 98 706 0.1382 12.9306 1.7869 150,Oo0 00 09/01/05 97 758 01466 13.9306 20427 155,Oo0 00 09/01/06 97207 0.1507 14.9306 22496 165,000 00 09/01/07 96 631 0.1594 15.9306 2.5400 180,000 00 09/01/08 100.000 0.1800 16.9306 3.0475 190,Oo0 00 09/01/09 100 000 0.1900 17.9306 3.4068 205,000 00 09/01/10 100 000 0.2050 18.9306 3.8808 220,O0o 00 09/01/11 100 000 0.2200 199306 4.3847 235,OOo 00 09/01/12 100 OOo 0.2350 209306 49187 250,000 00 09/01/13 100 000 02500 21.9306 54826 265,000 00 09/01/14 10O 0O0 0.2650 22.9306 60766 285,000.00 09/01/15 100 000 0.2850 23.9306 6.8202 305,000 00 09/01/16 100 000 0.3050 24.9306 7.6038 330,000 00 09/01/17 100 000 0.3300 25.9306 85571 350,000 00 09/01/18 100.000 0.3500 26.9306 9.4257 375,000 00 09/01/19 100.000 0.3750 27.9306 104740 400,000.00 09/01/20 100.000 0.4000 28.9306 11.5722 430,00O 00 09/01/21 100.000 0.4300 29.9306 128701 $5,740•DDO 00 5.7178 462.9167 1151835 ]Weighted Average Maturity: 201448 = 1151835/5 7178 $53,740,000.00 CITY OF HUNTINGTON BEACH Certificates of Participation (1"1 Refunding) CDAC&Federal 8038 Net Interest Cost Calculation Federal Net Interest Cost Calculation(For 8038 forms ONLY) Principal Amount $5,740,000.00 Accrued Interest 26,844.62 Net Original Issue Discount 22,227.00 Underwriter's Discount 80,647.00 Total Interest Payments 7,991,602 50 8038 NIC = Total Interest Payments-Accrued Interest+Original Issue Discount Issue Price • Weighted Average Maturity 8038 NIC = $7,991,602.50 $26,844.62 $22,227.00 = 6.93414% $5,717,773.00 201448 CDAC Net Interest Cost Calculation CDAC NIC = Total Interest Payments + Underwriter's Discount Bond Year Dollars' 1000 CDAC NIC = $7,991,602 50 $80,647.00 = 6.96634% 115,875 1,000 00 1 $4,60%000 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Certificates Of Participation (Emerald Cove Senior Citizens Housing Project) CITY OF HUNTINGTON BEACH,CALIFORNIA Remaining Weighted Average Maturity: 2AMM Years Principal Adjusted Years To AP Multiplied Amount Maturity Date Price Principal(AP) Maturity(YTiVI) By YTM $4,600,000.00 06/01/94 100 000 4.6000 026806 123306 $4,600,000 00 4.6000 123306 i Remaining Weighted Average Maturity: 26806 = 12 3306/4 6000 i