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HomeMy WebLinkAbout2015 04 27NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on MONDAY, APRIL 27, 2015 at 5:00 PM. at City Hall — 3rd Floor Conference Room 307, 14403 East Pacific Avenue, Baldwin Park, CA 91706. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED Dated: April 23, 2015 /V[__P� Manuel Lozano Mayor �. -* I I Z I, Alejandra Avila, City Clerk of the City of Baldwin Park, certify that I caused the aforementioned Notice and Call of a Special Meeting to be delivered via email (hard copy to follow) to each Member and e-mail to the San Gabriel Valley Tribune, and that I posted said notice as required by law on April 23, 2015. Alejandra Avila City Clerk AGENDA BALDWIN PARK CITY COUNCIL SPECIAL MEETING Please note time and APRIL 27, 2015 oration 5:00 PM CITY HALL - 3rd Floor, Conference Room 307 14403 EAST PACIFIC AVENUE BALDWIN PARK, CA 91706 (626) 960 -4011 I//, la%L BALD ' WIN I R I Manuel Lozano - Mayor Cruz Baca - Mayor Pro Tern Monica Garcia - Councilmember Ricardo Pacheco - Councilmember Susan Rubio - Councilmember PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DEAPAGAR SUS TELEFONOS CELULARES YBEEPERS DURANTE LA JUNTA PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al publico a dirigirse al Concilio o cualquiera Council or any of its Agencies listed on this otra de sus Agencias nombradas en esta agenda, agenda on any matter posted on the agenda or para hablar sobre cualquier asunto publicado en la on any other matter within its jurisdiction. If you agenda o cualquier tema que este bajo su jurisdiccion. wish to address the City Council or any of its Si usted desea la oportunidad de dirigirse al Concilio o Agencies, you may do so during the PUBLIC alguna de sus Agencias, podra hacerlo durante el COMMUNICATIONS period noted on the periodo de Comentarios del Pieblico (Public agenda. Each person is allowed three (3) Communications) anunciado en la agenda. A cada minutes speaking time. A Spanish- speaking persona se le permite hablar por tres (3) minutos. Hay interpreter is available for your convenience. un inter rete para su conveniencia. CITY COUNCIL SPECIAL MEETING — 5:00 P.M. CALL TO ORDER ROLL CALL: Council Members: Monica Garcia, Ricardo Pacheco, Susan Rubio, Mayor Pro Tern Cruz Baca and Mayor Manuel Lozano PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and /or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accidn en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislative y su personal podran: 1) Responder brevemente a declaracidnes o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideraci6n en juntas proximas. [Codigo de Gobierno §54954.2] OPEN SESSION 1. APPROVE A RESOLUTION TO AUTHORIZE THE CITY OF BALDWIN PARK TO PARTICIPATE IN THE HUD PUBLIC OFFERING AS PART OF THE SECTION 108 LOAN GUARANTEE ASSISTANCE PROGRAM TO REFINANCE THE EXISTING NOTE OR OTHER OBLIGATION FOR THE LEWIS RETAIL PROJECT Staff recommends that Council approve and adopt Resolution No. 2015 -066, entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO PARTICIPATE IN THE HUD PUBLIC OFFERING AS PART OF THE SECTION 108 LOAN GUARANTEE ASSISTANCE PROGRAM TO REFINANCE THE EXISTING NOTE OR OTHER OBLIGATION IN THE ORIGINAL PRINCIPAL AMOUNT OF $6,000,000 FOR THE LEWIS RETAIL PROJECT." RECESS TO CLOSED SESSION 2. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6: Agency designated representatives: Shannon Yauchzee; Robert N. Tafoya; Jimmy Gutierrez Employee Organizations: General Unit of Maintenance Employees, SEIU Local 721; Police Officer Association; Professional and Technical Employees Association; Clerical Employees Association; Police Management Employees Association; Classified Confidential Employees Association; Classified Management Employees Association Unrepresented EmpLoyee s LJ: City Planner; Housing Authority Manager; Community Development Director; Human Resource Manager; Police Chief; Finance Director; Public Works Director; Recreation and Community Services Director RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION ADJOURNMENT CERTIFICATION 1, Alejandra Avila, City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California, the foregoing agenda was posted on the City Hall bulletin boa,Fdn, otJess than 24 hours prior to the meeting on April 23, 2015. Alejandra Avila City Clerk PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or e-mail krussell(ftaldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE I/) L EM, ITEM NO. TO: Honorable Mayor and City Councilmembers FROM: Craig A. Graves, Director of Financ ZV DATE: 61 $1 l►l ra:�L Marc Castagnola, Director of April 27, 2015 . it 41fffelfo pment r 9 SUBJECT: RESOLUTION NO. 2015-066 A RESOLUTION OF THE CITY COUNCIL FO THE CITY OF BALDWIN PARK, CALIFORNIA AUTHORIZING THE CITY OF BALDWIN PARK TO PARTICIPATE IN THE HUD PUBLIC OFFERING AS PART OF THE SECTION 108 LOAN GUARANTEE ASSISTANCE PROGRAM TO REFINANCE THE EXISTING NOTE OR OTHER OBLIGATION IN THE ORIGINAL PRINCIPAL AMOUNT OF $6,000,000 FOR THE LEWIS RETAIL PROJECT The Department of Housing and Urban Development (HUD) is refinancing their Series 2002 -A in Section 108 public offerings. The City of Baldwin Park initially received a $6,000,000 loan to assist with the Lewis Retail Project (Walmart Site). The City is currently repaying the loan through CDBG funds. HUD has estimated the City would receive a savings of $377, 936 on paying the remaining balance of $2,902,000 if it refinanced the Section 108 Loan through a HUD May 2015 public offering. The City currently has 6 and %2 years left on the loan. It would mean an average annual savings of $58,144. FISCAL IMPACT The City would be able to reduce its loan payments through CDBG funds by $377,936 through the remaining period of the loan which is August 2021. It would be an annual average savings of $58,144 in CDBG funds that could be reallocated to other projects. LEGAL REVIEW The City Attorney's Office has reviewed the documents. RECOMMENDATION Staff recommends that the City Council approve Resolution No. 2015 -066 entitled "A Resolution of the City Council of the City of Baldwin Park Authorizing the City of Baldwin Park to participate in the HUD Public Offering as part of the Section 108 Loan Guarantee Assistance Program to refinance the existing note or other obligation in the original principal amount of $6,000,000 for the Lewis Retail Project" and to authorize the Chief Executive Officer to sign the necessary documents. April 27, 2015 Page 2 :• 'i 1 On October 18, 2000, the Mayor and City Council authorized the City to apply for a Section 108 Loan to assist with the development of the Lewis Retail Project (Walmart Site). The loan was to be paid back with a portion of the City's CDBG annual allocation. HUD approved a loan for $6,000,000 and the contract was executed on March 8, 2002. The City, through CDBG funding, prepaid $1,155,000, leaving a balance of $4,845,000 that was eventually financed by HUD's public offering. The City has been paying an average of $503,400 from its CDBG allocations to repay the loan. Late last month, HUD notified the City that it was refinancing its Series 2002 -A Section 108 public offering. HUD has calculated that the City would have a savings of approximately $377,936 for the remaining 6'/z years of the loan if it participated in the refinancing. This would free up approximately $58,144 annually of the City's CDBG allocations that could be used for other projects. Because of the projected savings, staff is recommending the City participate in the HUD refinancing. HUD is requiring that it receive all approvals and documents by May 5, 2015, which makes this approval time sensitive to take advantage of the potential savings to our CDBG allocations. Attachments: 1. Resolution No. 2015 -066 2. HUD Contract for Refinancing 3. HUD Note for Series 2015 -A Certificates RESOLUTION NO. 2015 -066 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, AUTHORIZING THE CITY OF BALDWIN PARK TO PARTICIPATE IN THE HUD PUBLIC OFFERING AS PART OF THE SECTION 108 LOAN GUARANTEE ASSISTANCE PROGRAM TO REFINANCE THE EXISTING NOTE OR OTHER OBLIGATION IN THE ORIGINAL PRINCIPAL AMOUNT OF $6,000,000 FOR THE LEWIS RETAIL PROJECT WHEREAS, the City of Baldwin Park, by Resolution No. 2000 -100, adopted October 18, 2000, authorized an application seeking loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974, as amended, from the United States Department of Housing and Urban Development ( "HUD "), and did authorize its Chief Executive Officer to execute the documents necessary to accomplish the transaction, and did accept HUD's guarantee of Section 108 Note Number B -00- MC -06 -0554 for the Lewis Retail Project under a Section 108 Contract for Loan Guarantee Assistance dated March 8, 2002; and WHEREAS, the assistance provided by HUD was the guarantee of a note in the original principal amount of $6,000,000 plus interest thereon; and WHEREAS, HUD has notified the City of Baldwin Park that a public offering will occur in May 2015, and to participate, the City of Baldwin Park must immediately notify HUD of its intention to refinance all or a portion of its existing Section 108 commitment through the public offering; and WHEREAS, HUD may require, as a condition of participation in the public offering, that the City of Baldwin Park execute documents related to the transaction; and WHEREAS, the City of Baldwin Park has previously agreed to pay the City of Baldwin Park's share, as determined by HUD, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates; and WHEREAS, it is economically sound and in the best interest of the City of Baldwin Park to accept more favorable fixed rates of interest under the Section 108 Loan Guarantee program offered by HUD under the public offering; NOW, THEREFORE, BE IT RESOLVED BY the City Council of the City of Baldwin Park: SECTION 1. That the Mayor, Chief Executive Officer, or their duly authorized agent, shall notify HUD of the City of Baldwin Park's desires to participate in the May 2015 1 public offering by HUD through the loan guarantee assistance program under Section 108 of the Housing and Community Development Act of 1974, as amended, for the existing obligation Note Number B- 00 -MC -06 -0554 in the original principal amount of $6,000,000 and to refinance the remaining principal amount of $2,902,000 at such rates of interest that will be determined by HUD at the time of the public offering. SECTION 2. That the Chief Executive Officer is authorized to execute the necessary documents as required by HUD to refinance the existing guaranteed Section 108 Note, and to execute such other documents, contracts, amendments and agreements with HUD, and to authorize payment of any required fees as may be necessary to effectuate this refinancing transaction. SECTION 3. That the City Clerk shall certify to the adoption of this Resolution and the same shall be in full force and effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED by the City Council of the City of Baldwin Park this 27th day of April, 2015. MANUEL LOZANO MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES S. CITY OF BALDWIN PARK I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing resolution was duly and regularly approved and adopted by the City Council of the City of Baldwin Park at an adjourned regular meeting of the City Council on the 27th day of April, 2015 by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS ALEJANDRA AVILA CITY CLERK Contract for Fixed Rate Note, Entitlement, 04 -06 -15 *Defeasing* U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS AMENDED, 42 U.S.C. §5308 For Series HUD 2015 -A Certificates This Contract for Loan Guarantee Assistance ( "Contract ") is entered into by the City of Baldwin Park, California, as Borrower (the "Borrower "), and the Secretary of Housing and Urban Development ( "Secretary "), as guarantor for the Guarantee made pursuant to section 108 ( "Section 108 ") of title I of the Housing and Community Development Act of 1974, as amended (the "Act ") and 24 CFR Part 570, Subpart M, of the promissory note executed contemporaneously herewith and numbered B- 00- MC -06- 0554, in the Aggregate Principal Amount of $2,902,000, and any amended note or note issued in substitution for such note and having the same note number (the "Note "). This is one of multiple Contracts under the Funding Approval ( "Commitment ") of the same number, which was approved by the Secretary on March 29, 2001. Such Aggregate Principal Amount will be paid or credited to the account of the Borrower pursuant hereto, and all such amounts are collectively referred to herein as the "Guaranteed Loan Funds." The Note (including the Fiscal Agency Agreement and the Trust Agreement as defined in the Note and incorporated therein) is hereby incorporated into the Contract. Terms used in the Contract with initial capital letters and not otherwise defined in the text hereof shall have the respective meanings given thereto in the Note. The Fiscal Agency Agreement and the Trust Agreement are sometimes collectively referred to herein as the "Fiscal Agency /Trust Agreements," and the Fiscal Agent and the Trustee are sometimes collectively referred to as the "Fiscal Agent /Trustee." PART I A. The Note. The Note is payable to the Trustee as Registered Holder. On the Public Offering Date, it is expected that trust certificates backed by the Note and similar notes issued by other Section 108 borrowers, denominated "Section 108 Government Guaranteed Participation Certificates Series HUD 2015 -A," will be purchased for a purchase price of the full Aggregate Principal Amounts thereof by underwriters selected by the Secretary (the "Underwriters ") pursuant to an Underwriting Agreement between the Underwriters and the Contract for Fixed Rate Note, Entitlement, 4 -06 -15 *Defeasing* 2 Secretary, at a closing on such Public Offering Date as determined by the Secretary and the Underwriters. The Borrower agrees that the interest rate at which the trust certificate of a specified maturity is sold to the Underwriters shall be the interest rate inserted on the Public Offering Date in Schedule P &I of the Note for the Principal Amount of corresponding maturity. The Note shall be effective as an obligation of the Borrower only upon its delivery by the Secretary to the Fiscal Agent /Trustee and sale to the Underwriters at the closing on the Public Offering Date. The Borrower authorizes the Secretary to deliver the Note, together with the Secretary's Guarantee thereof, to the Fiscal Agent /Trustee as of such closing on the Public Offering Date, in accordance with the Fiscal Agency /Trust Agreements. After the Public Offering Date, the Borrower agrees that the Trustee pursuant to the Trust Agreement will maintain the books and records of all payments on the Note and all Principal Amounts and interest rates on such Principal Amounts. B. Consents. By execution of this Contract, the Borrower ratifies and consents to the Secretary's selection of the Underwriters and authorizes the Secretary to negotiate With the Underwriters the terms of the Underwriting Agreement and of the public offering of interests in the trust certificates to investors (including the applicable interest rates). In addition, by execution hereof the Borrower ratifies and consents to the Secretary's selection of the Fiscal Agent /Trustee and agrees to the respective terms of the Fiscal Agency /Trust Agreements. C. Prior Contracts. As of the date of the Secretary's Guarantee of the Note, this Contract supersedes any prior Contract for Loan Guarantee Assistance entered into between the parties with respect to the Guaranteed Loan Funds, the terms of the Secretary's Guarantee, and any other matter covered by this Contract, provided that any such prior contract continues to govern any action taken by the Borrower or the Secretary pursuant thereto and prior to the Secretary's Guarantee of the Note (except for the provisions of paragraph 4 of this Contract) , and further provided that this Contract does not supersede such prior contract with respect to any note having the same note number other than the promissory note identified in paragraph 15(a). Notwithstanding the preceding sentence, if such prior contract contained provisions for security or other Borrower - specific terms for the benefit of the Secretary or to ensure Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 3 program compliance in addition to the security identified in paragraphs 5(a), 5(b), 5(d), or 5(e) hereof, which security or other Borrower-specific terms may be generally set forth or incorporated in paragraph 5(c) (and any related provisions incorporated in paragraph 12) of such prior contract, or may be set forth in paragraph 15 or any succeeding paragraphs (including related provisions incorporated in paragraph 12) of such prior contract or any Attachment thereto, such additional security provisions or other Borrower-specific terms of the prior contract are hereby incorporated in this Contract and shall be deemed a part hereof. PART II 1. Receipt, Deposit and Use of Guaranteed Loan Funds. (a) Except for fees and charges deducted on the Public Offering Date pursuant to paragraph 4(a) by the Fiscal Agent/Trustee, or funds used to pay off any interim note refinanced by the Note, the Guaranteed Loan Funds shall be electronically transferred in accordance with the Borrower's instructions for deposit in a separate, identifiable custodial account (the "Guaranteed Loan Funds Account") with a financial institution whose deposits or accounts are Federally insured. The Guaranteed Loan Funds Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be continuously maintained for the Guaranteed Loan Funds. Such Letter Agreement must be executed when the Guaranteed Loan Funds Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) The Borrower shall make withdrawals from said account only for payment of the costs of Section 108 activities approved by HUD, for transfer to the Loan Repayment Account or for the temporary investment of funds pursuant to this paragraph 1(a). Such temporary investment of funds into the Guaranteed Loan Funds Investment Account shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Guaranteed Loan Funds Account. At that time, any balance of funds in the Guaranteed Loan Funds Account exceeding such insurance coverage shall be fully (1000) and continuously Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* invested in Government Obligations, as defined in paragraph 10 hereof, held in the Guaranteed Loan Funds Investment Account. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with the cash requirements of the approved activities. In no event shall the investments mature on or after N/A . or have maturities which exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Guaranteed Loan Funds Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government Obligations purchased with funds from the Guaranteed Loan Funds Account. The Guaranteed Loan Funds Investment Account need only be established if and when the Borrower is required to invest, or otherwise invests, the Guaranteed Loan Funds in Government Obligations. Such Letter Agreement must be executed when the Guaranteed Loan Funds Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Guaranteed Loan Funds Account. All funds in the Guaranteed Loan and disbursed by N/A Guaranteed Loan Funds Account or the Funds Investment Account must be withdrawn the Borrower for approved activities by Any funds remaining in either Account after this date shall be immediately transferred to the Loan Repayment Account established pursuant to paragraph 6 of this Contract. (b) The Borrower shall by the fifteenth day of each month provide the Secretary with a written statement showing the balance of funds in the Guaranteed Loan Funds Account and the withdrawals from such account during the preceding calendar month, and a statement identifying the obligations and their assignments in the Guaranteed Loan Funds Investment Account, until such Accounts are fully disbursed. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, M Contract for Fixed Rate Note, Entitlement, 4 -06 -15 *Defeasing* 5 title, and interest of the Borrower in and to the Guaranteed Loan Funds and Guaranteed Loan Funds Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligations of the Borrower under this Contract or the Fiscal Agency /Trust Agreements, in each case as elected by the Secretary in his sole discretion. 2. Payments Due on Note. The Borrower shall pay to the Fiscal Agent /Trustee, as collection agent for the Note, all amounts due pursuant to the terms of the Note. In accordance with the Note and the Fiscal Agency /Trust Agreements, payment shall be made by 3:00 P.M. (New York City time) on the seventh Business Day (the "Note Payment Date ") preceding the relevant Interest Due Date or Principal Due Date (each as defined in the Note). If any Note Payment Date falls on a day that is not a Business Day, then the required payment shall be made on the next Business Day. Payment may be made by check or wire transfer. Upon final payment of all amounts due to Holders under the Note, including any payment made by the Secretary pursuant to the Guarantee, the Fiscal Agent /Trustee is required by the Fiscal Agency /Trust Agreements to return the Note to the Secretary. Upon final payment to the Secretary of any amounts due as a result of Guarantee Payments or otherwise due under this Contract, the Secretary will cancel and return the Note to the Borrower in discharge of the Borrower's obligations under the Note. 3. Selection of New Fiscal Agent or Trustee. The Secretary shall select a new Fiscal Agent or Trustee if the Fiscal Agent or Trustee resigns or is removed by the Secretary. The Borrower hereby consents in advance to any such selection and to any changes in the Fiscal Agency /Trust Agreements agreed to by any Fiscal Agent or Trustee and the Secretary, subject to paragraph 4(d) of this Contract. 4. Payments Due Fiscal Agent or Trustee; Documents to the Secretary. (a) The Borrower agrees to pay the Borrower's share, as determined by the Secretary, of the customary and usual issuance, underwriting, and other costs related to the public offering and future administration of the Note and the trust certificates, as approved by the Secretary, Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 6 including the cost of reimbursement and/or compensation of the Trustee pursuant to the Trust Agreement, including Sections 3.11 and 7.01 thereof. In connection with the public offering, such payment shall either be made by wire transfer to the Trustee on the day prior to the Public Offering Date or shall be deducted from the Guaranteed Loan Funds on the Public Offering Date. (b) The Borrower shall submit to the Secretary not later than twelve (12) Business Days prior to the Public Offering Date applicable to the Note, this executed Contract, the executed Note, and an opinion acceptable to the Secretary from the Borrower's counsel to the effect that: (i) the governing body of the Borrower has authorized by resolution or ordinance, in accordance with applicable State and local law, the issuance of the Note and the execution of this Contract; (ii) the Note and this Contract are valid, binding, and enforceable obligations of the Borrower; (iii) the pledge of funds pursuant to 24 CFR §570.705(b)(2) and paragraph 5(a) of this Contract is valid and binding; and (iv) there is no outstanding litigation that will affect the validity of the Note or this Contract. In addition, the Borrower shall submit any other additional documents or opinions specifically required by this Contract (e.g., paragraph 5(c), or paragraph 15, et seq.), at the time required thereby. (c) The Borrower agrees to reimburse the Underwriters upon demand by the Secretary for the Borrower's share, as determined by the Secretary, of all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred in connection with a proposed public offering, if the Underwriters incur such additional costs for the public offering because the Borrower withdraws from the offering within ten Business Days of the Public Offering Date, or if the Borrower fails for any reason timely to submit in acceptable form any document required by this Contract (including paragraph 4(b)) to be submitted before the Public Offering Date. By execution and delivery of this Contract to the Secretary, the Borrower hereby expressly authorizes the Secretary to pay amounts due under this paragraph from funds pledged under paragraph 5(a) of this Contract. (d) The undertakings in paragraphs 3 and 4 of this Contract are expressly subject to the requirement that the Fiscal Agency/Trust Agreements shall in no event require payment of fees or charges, reimbursement of expenses, or any Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 7 indemnification by the Borrower from any source other than funds or other security pledged, as may be augmented by Borrower-specific terms for the benefit of the Secretary, pursuant to paragraphs C, 5, or 15, et seq., of this Contract. 5. Security. The Borrower hereby pledges as security for repayment of the Note, and such other charges as may be authorized in this Contract, the following: (a) All allocations or grants which have been made or for which the Borrower may become eligible under Section 106 of the Act, as well as any grants which are or may become available to the Borrower pursuant to Section 108(q). (b) Program income, as defined at 24 CFR 570.500(a)(or any successor regulation), directly generated from the use of the Guaranteed Loan Funds. (c) Other security as described in paragraph 15, et seq., or incorporated herein by paragraph C hereof, as applicable. 4 (d) All proceeds (including insurance and condemnation proceeds) from any of the foregoing. (e) All funds or investments in the accounts established pursuant to paragraphs 1 and 6 of this Contract. 6. Loan Repayment Account. (a) All amounts pledged pursuant to paragraphs 5(b), 5(c), and 5(d) of this Contract shall be deposited immediately on receipt in a separate identifiable custodial account (the "Loan Repayment Account") with a financial institution whose deposits or accounts are Federally insured. The Loan Repayment Account shall be established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Account" (Attachment 1) and shall be maintained for such pledged funds. The Loan Repayment Account need only be established if and when the Borrower receives amounts pledged pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter Agreement must be executed when the Loan Repayment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) Borrower shall make withdrawals from said account only for the purpose of paying Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 8 interest and principal due on the Note (including the purchase of Government Obligations in accordance with paragraph 10 hereof), for payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or for the temporary investment of funds pursuant to this paragraph, until final payment and discharge of the indebtedness evidenced by the Note, unless otherwise expressly authorized by the Secretary in writing. Such temporary investment of funds shall be required within three Business Days after the balance of deposited funds exceeds the amount of the Federal deposit insurance on the Loan Repayment Account. At that time, any balance of funds in the Loan Repayment Account exceeding such insurance coverage shall be fully (1000) and continuously invested in Government Obligations, as defined in paragraph 10 hereof. All temporary investments, whether or not required as above, shall be limited to Government Obligations having maturities that are consistent with cash requirements for payment of principal and interest as required under the Note. in no event shall the maturities of such investments exceed one year. All such investments shall be held in trust for the benefit of the Secretary by the above financial institution in an account (the "Loan Repayment Investment Account") established and designated as prescribed in the attached form document entitled "Letter Agreement for Section 108 Loan Guarantee Program Custodial Investment Account" (Attachment 2), which account shall be maintained for all Government obligations purchased with funds from the Loan Repayment Account. Such Letter Agreement must be executed when the Loan Repayment Investment Account is established. (A fully executed copy of such Letter Agreement shall be submitted to the Secretary within thirty days of its execution.) All proceeds and income derived from such investments shall be returned to the Loan Repayment Account. (b) Borrower shall by the fifteenth day of each month, provide the Secretary with a written statement showing the balance of funds in the Loan Repayment Account and the deposits and withdrawals of all funds in such account during the preceding calendar month and a statement identifying the obligations and their assignments in the Loan Repayment Investment Account, for any month in which there are funds in such Accounts. (c) Upon the Secretary giving notice that the Borrower is in Default under this Contract or the Note, all right, Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 9 title, and interest of the Borrower in and to the Loan Repayment and Loan Repayment Investment Accounts shall immediately vest in the Secretary for use in making payment on the Note, purchase of Government Obligations in accordance with paragraph 10, or payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, in each case as elected by the Secretary in his sole discretion. 7. Use of CDBG, EDI or BEDI Funds for Repayment. Any funds available to the Borrower under Section 106 of the Act (including program income derived therefrom) are authorized to be used by the Borrower for payments due on the Note, Optional Redemption (as defined in the Note), payment of any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, or the purchase of Government Obligations in accordance with paragraph 10. Any funds specifically available to the Borrower for such payments or as a debt service reserve under an EDI Grant Agreement pursuant to Section J-08(q) of the Act which supports the eligible project(s) and activities financed by the Note may also be used therefor; any other use of Section 108(q) funds for such purposes shall require the prior written approval of the Secretary. Unless otherwise specifically provided herein or unless otherwise expressly authorized by the Secretary in writing, the Borrower shall substantially disburse funds available in the Loan Repayment or the Loan Repayment Investment Accounts before funds from grants under Section 106 of the Act are withdrawn from the U.S. Treasury for such purposes. 8. Secretary's Right to Restrict Use of CDBG Funds to Repayment. Upon a determination by the Secretary that payments required by paragraph 2 and/or paragraph 4 of this Contract are unlikely to be made as specified, the Secretary may give the Borrower notice that the availability to the Borrower of funds pledged under paragraph 5(a) of this Contract for purposes other than satisfaction of the pledge is being restricted. This restriction shall be in an amount estimated by the Secretary to be sufficient to ensure that the payments referred to in paragraph 2 and/or paragraph 4 hereof are made when due. This restriction may be given effect by conditioning the restricted amounts to prohibit disbursement for purposes other than satisfaction of the pledge at the time such restricted funds are approved as grants, by limiting the Borrower's ability to draw down or expend the restricted funds for other purposes, and by disapproving payment requests submitted with respect to Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 10 such grants for purposes other than satisfaction of the pledge. 9. Secretary's Right to Use Pledged Funds for Repayment. The Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under paragraph 2 and/or paragraph 4, if such payment has not been timely made by the Borrower. 10. Defeasance. For purposes of this Contract, the Note shall be deemed to have been paid (defeased) if there shall have been deposited with the Trustee either moneys or Government Obligations (defined below), which in the sole determination of the Secretary, mature and bear interest at times and in amounts sufficient, together with any other moneys on deposit with the Trustee for such purpose, to pay when due the principal and interest to become due on the Note. The Aggregate Principal Amount of the Note or any unpaid Principal Amount may be so defeased, in whole or in part, as of any Interest Due Date, or any other Business Day acceptable to both HUD and the Borrower. In accordance with the Note and the Trust Agreement, the Borrower shall give timely notice and written instructions to the Secretary and the Trustee concerning any principal amounts proposed to be defeased, including any Optional Redemptions proposed, which instructions shall be approved by the Secretary. If the unpaid Aggregate Principal Amount of the Note guaranteed pursuant to this Contract shall be defeased and deemed to have been paid in full, then the Borrower shall be released from all agreements, covenants, and further obligations under the Note. "Government Obligation" means a direct obligation of, or any obligation for which the full and timely payment of principal and interest is guaranteed by, the United States of America, including but not limited to, United States Treasury Certificates of Indebtedness, Notes and Bonds - State and Local Government Series or certificates of ownership of the principal of or interest on direct obligations of, or obligations unconditionally guaranteed by, the United States of America, which obligations are held in trust by a commercial bank which is a member of the Federal Reserve System and has capital and surplus (exclusive of undivided profits) in excess of $100,000,000. 11. Default. (a) A Default under the Note and this Contract shall occur Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 11 upon failure by the Borrower to: (i) pay when due an installment of principal or interest on the Note; or (ii) punctually and properly perform, observe, and comply with any covenant, agreement, or condition contained in: (A) this Contract, (B) any security agreement, deed of trust, mortgage, assignment, guarantee, or other contract securing payment of indebtedness evidenced by the Note, or (C) any future amendments, modifications, restatements, renewals, or extensions of any such documents. (b) The Borrower waives notice of Default and opportunity for hearing with respect to a Default under paragraph 11(a). (c) In addition to Defaults under paragraph 11(a), the Secretary may declare the Note in Default if the Secretary makes a final decision in accordance with the provisions of section 111 of the Act and 24 CFR 570.913 (or any successor provisions), including requirements for reasonable notice and opportunity for hearing, that the Borrower has failed to comply substantially with title I of the Act. Notwithstanding any other provision, following the giving of such reasonable notice, the Secretary may, in the Secretary's sole discretion pending the Secretary's final decision, withhold the guarantee of any or all obligations not yet guaranteed on behalf of the Borrower under outstanding commitments, and/or direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account initiated by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account. 12. Remedial Actions. Upon a Default or declaration of Default under this Contract, the Secretary may, in the Secretary's sole discretion, take any or all of the following remedial actions: (a) With any funds or security pledged under this Contract, the Secretary may (i) continue to make payments due on the Note, (ii) make an acceleration payment with respect to the principal amount of the Note subject to Optional Redemption as provided in Section B of the Note, (iii) purchase Government Obligations in accordance with paragraph 10 of this Contract, (iv) pay any interest due for late payment as provided in the Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 12 Note, this Contract, or the Fiscal Agency/Trust Agreements, (v) pay any other obligation of the Borrower under this Contract or the Fiscal Agency/Trust Agreements, and/or (vi) pay any reasonable expenses incurred by the Secretary or the Fiscal Agent/Trustee as result of the Borrower's Default. (b) The Secretary may withhold the guarantee of any or all obligations not yet guaranteed or the disbursement of any or all grants not yet disbursed in full under outstanding guarantee commitments or grant approvals for the Borrower under Sections 108 and/or 106 of the Act. (c) The Secretary may direct the Borrower's financial institution to: refuse to honor any instruments drawn upon, or withdrawals from, the Guaranteed Loan Funds Account or the Loan Repayment Account by the Borrower, and/or refuse to release obligations and assignments by the Borrower from the Guaranteed Loan Funds Investment Account or the Loan Repayment Investment Account; and/or direct the Borrower and/or the Borrower's financial institution to transfer remaining balances from the Guaranteed Loan Funds Account to the Loan Repayment Account. (d) With respect to amounts subject to Optional Redemption, the Secretary may accelerate the Note. (e) The Secretary may exercise any other appropriate remedies or sanctions available by law or regulation applicable to the assistance provided under this Contract, or may institute any other action available under law, to recover Guaranteed Loan Funds or to reimburse the Secretary for any payment under the Secretary's Guarantee or any reasonable expenses incurred by the Secretary as a result of the Default. (f) All notices and submissions provided for hereunder shall be in writing (including by telex, telecopier or any other form of facsimile communication) and mailed or sent or delivered, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and other communications shall be effective when received as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, postage prepaid; (iii) if sent by telex, upon receipt by the sender of an answer back; and (iv) if sent by telecopier, upon confirmed receipt. Contract for Fixed Rate Note, Entitlement, 4 -06 -15 *Defeasing* 13 The Secretary: U.S. Dept. of Housing and Urban Development Attention: Paul Webster, Director Financial Management Division 451 7th Street SW, Room 7180 Washinaton, DC 20410 Borrower: 13. Limited Liability. Notwithstanding any other provision of this Contract, the Fiscal Agency /Trust Agreements or the Note, any recovery against the Borrower for any liability for amounts due pursuant to the Note, the Fiscal Agency /Trust Agreements and this Contract shall be limited to the sources of security pledged in paragraphs C, 5, or any Special Conditions of or Modifications to this Contract, as applicable. Neither the general credit nor the taxing power of the Borrower, or of the State in which the Borrower is located, is pledged for any payment due under the Note, the Contract, or the Fiscal Agency /Trust Agreements. 14. Incorporated Grant Agreement. The Contract and the Note are hereby incorporated in and made a part of the Grant Agreement authorized by the Secretary on August 15, 2000 under the Funding Approval for grant number B- 00 -MC -06 -0554 to the Borrower. In carrying out activities with the Guaranteed Loan Funds hereunder, the Borrower agrees to comply with the Act and 24 CFR Part 570, as provided in Subpart M thereof. 15. Special Conditions and Modifications: (a) The Guaranteed Loan Funds shall be used only to pay principal amounts due or payable on or after August 1, 2015, under that certain promissory note issued by the Borrower and identified as Note Number B- 00- MC -06- 0554, Series 2002 -A. The Guaranteed Loan Funds shall be deposited in a defeasance account established with the Trustee pursuant to the Contract for Loan Guarantee Assistance executed in connection with the Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 14 issuance of such promissory note. The Borrower agrees to pay to the Trustee moneys in an amount equal to the amount of the interest to become due on such promissory note on August 1, 2015 for deposit in such defeasance account. Such payment shall be in addition to any payment required under paragraph 4(a) of this Contract and shall be made by wire transfer to the Trustee on the day prior to the Public Offering Date. In addition to the Secretary's rights under paragraph 9 of this Contract, the Secretary may use funds pledged under paragraph 5(a) of this Contract or funds restricted under grants pursuant to paragraph 8 of this Contract to make any payment required of the Borrower under this paragraph 15(a), if such payment has not been timely made by the Borrower. (b) Additional Grounds for Default. Notice of Default. Restriction of Pledged Grants. Availability of Other Remedial Actions. (i) The Borrower acknowledges and agrees that the Secretary's guarantee of the Note is made in reliance upon the availability of grants pledged pursuant to paragraph 5(a) (individually, a "Pledged Pledged Grant" and, collectively, the "Pledged Grants") in any Federal fiscal year subsequent to the Federal fiscal year ending September 30, 2014 to: (A) pay when due the payments to become due on the Note, or (B) defease (or, if permitted, prepay) the full amount outstanding on the Note. The Borrower further acknowledges and agrees that if the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are unlikely to be available for either of such purposes, such determination shall be a permissible basis for any of the actions specified in paragraphs (ii) and (iii) below (without notice or hearing, which the Borrower expressly waives). (ii) Upon written notice from the Secretary to the Borrower at the address specified in paragraph 12(f) above that the Secretary (in the Secretary's sole discretion) has determined that Pledged Grants are unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above (such notice being hereinafter referred to as the "Notice of Contract for Fixed Rate Note, Entitlement, 4-06-15 *Defeasing* 15 Impaired Security"), the Secretary may limit the availability of Pledged Grants by withholding amounts at the time a Pledged Grant is approved or by disapproving payment requests (drawdowns) submitted with respect to Pledged Grants. (iii) If after 60 days from the Notice of Impaired Security the Secretary (in the Secretary's sole discretion) determines that Pledged Grants are still unlikely to be available for either of the purposes specified in (A) and (B) of paragraph (i) above, the Secretary may declare the Note in Default and exercise any and all remedies available under paragraph 12. This paragraph (iii) shall not affect the right of the Secretary to declare the Note and/or this Contract in Default pursuant to paragraph 11 and to exercise in connection therewith any and all remedies available under paragraph 12. (iv) All notices and submissions provided for hereunder shall be submitted as directed in paragraph 12(f) above. [Rest of Page Intentionally Left Blank] Contract for Fixed Rate Note, Entitlement, 4 -06 -15 *Defeasing* 16 THE UNDERSIGNED, as authorized officials on behalf of the Borrower or the Secretary, have executed this Contract for Loan Guarantee Assistance, which shall be effective upon delivery of the Note and Guarantee as of the Public Offering Date (except that paragraphs 4 and 15(a) hereof shall be effective when this Contract is executed on behalf of the Borrower and delivered to the Secretary). The City of Baldwin Park, CA BORROWER �� (Signature) (Name) (Title) (Date) SECRETARY OF HOUSING AND URBAN DEVELOPMENT BY: (Signature) Marion Mollegen McFadden (Name) Deputy Assistant Secretary for Grant Programs (Title) (Date)