HomeMy WebLinkAbout2017 01 18NOTICE, AND CAL
OF A
SPECIAL L G
OF THE
CITY COUNCIL
TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES -AND THE--GITY GLERK-OF
THE CITY OF . p PARK
NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on
WEDNESDAY, JANUARY 18, 2017 at 6:00 PM. at City Hall — 31d 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: January 12, 2017
AFFIDAVIT OF POSTING
Manuel Lozano
Mayor
I, 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 board not less than 24 hours prior to the meeting on January 12, 2017.
Alejandra Avila
City Clerk
AGENDA
CITY COUNCIL
SPECIAL MEETIG
Please note
time and
meeting
JANUARY 18, 2017_____1_ location
6:00 PM _ a
CITY HALL - 3r°' Floor, Conference Room 307
14403 EAST PACIFIC AVENUE
BALDWIN PARK, CA 91706
(626) 960-4011
601HANNIVERSARY
Manuel Lozano
Susan Rubio
Cruz Baca
Monica Garcia
Ricardo Pacheco
Mayor
Mayor Pro Tem
Council member
- Council member
Council Member
PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS
POR FA VOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA
PUBLIC COMMENTS
The public is encouraged to address the City
Council or any of its Agencies listed on this
agenda, but only on any matter posted on this
agenda. If you wish to address the City Council
or any of its Agencies, you may do so during the
PUBLIC COMMUNICATIONS period noted on
the agenda. Each person is allowed three (3)
minutes speaking time. A Spanish-speaking
interpreter is available for your convenience.
COMENTARIOS DEL PUBLICO
Se invita al publico a dirigirse al Concilio o cualquiera
otra de sus Agencias nombradas en esta agenda,
para hablar solamente sobre asunto publicado en esta
agenda. Si usted desea la oportunidad de dirigirse al
Concilio o alguna de sus Agencias, podra hacerlo
durante el periodo de Comentarios del Publico
(Public Communications) anunciado en la agenda. A
cada persona se le permite hablar por tres (3)
minutos Hay un interprete para su conveniend.a.
CITY COUNCIL
SPECIAL MEETING — 6:00 P.M.
CALL TO ORDER
ROLL CALL: Council Members: Cruz Baca, Ricardo Pacheco, Monica
Garcia, Mayor Pro Tem Susan Rubio 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 algOn asunto a menos que sea incluido en la agenda, o a menos que exista algGna
emergencia o circunstancia especial. EI cuerpo legislativo y su personal podran: 1) Responder brevemente a
declaraciones o preguntas hechas por personas; a 2) Dirigir personal a investigar y/o fijar asuntos para tomar en
consideracion en juntas proximas. [Codigo de Gobierno §54954.2]
OPEN SESSION/STUDY SESSION
1. PRESENTATION REGARDING MEDICAL CANNABIS CULTIVATION
Presentation by Lisa Selan, Selan Law Firm, regarding cultivation of cannabis for medical
purposes in Desert Hot springs and other cities that have permitted facilities for that
purpose.
RECESS TO CLOSED SESSION
2. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9:
Ruiz v. City of Baldwin Park — Case No. BC573324
Hadsell v. City of Baldwin Park — Case No. BC548602
3. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government
Code Section 54956.9:
Potential Case(s): Two (2)
4. CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6:
Agen.c ( designated representatives: Shannon Yauchzee, Chief Executive Officer, and
Robert Tafoya, City Attorney
Employee Organizations: General Unit of Maintenance Employees, SEIU Local 721;
Professional and Technical Employees Association; Clerical Employees Association;
Classified Confidential Employees Association; Classified Management Employees
Association
Unrepresented Employee s : City Planner; Housing Authority Manager; Community
Development Director; Human Resource Manager; Police Chief; Finance Director; Public
Works Director; Recreation and Community Services Director
5. REAL PROPERTY NEGOTIATIONS
Pursuant to Government Cod4956.8:
B. Property: 1919 Puente Avenue
Agency Negotiators: Shannon Yauchzee, Chief Executive Officer, and
Robert Tafoya, City Attorney
Negotiating Parties: Joseph White representing Becker Boards
Under Negotiation: Price and terms of payment
RECONVENE IN OPEN SESSION
REPORT FROM CLOSED SESSION
ADJOURNMENT
CERTIFICATION
I, 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
H
iMll bulletin boa d,,no ,less than 24 hours prior to the meeting on January 12, 2017.
� 0
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 Paris. For further information regarding agenda items, please contact the office of the City Clerk at
(626) 960-4011 ext. 466 or e-mail navila :.baldwinparkcora.
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 ll)
N.iI A
i� � y1, � � rr •
JANUARY 18,2017
7:00 P
COUNCIL CHAMBER
14403 E. Pacific Avenue
Baldwin Park, CA 91706
(626) 960-4011
Manuel Lozano
Susan Rubio
Cruz Baca
Monica Garcia
Ricardo Pacheco
Mayor
Mayor Pro Tem
- Council Member
Council Member
Council Member
PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS
POR FAVOR DE APAGAR SUS TELEFONOS CELULARES Y BEEPERS DURANTE LA JUNTA
PUBLIC COMMENTS
The public is encouraged to address the City
Council or any of its Agencies listed on this
agenda on any matter posted on the agenda or
on any other matter within its jurisdiction. If you
wish to address the City Council or any of its
Agencies, you may do so during the PUBLIC
COMMUNICATIONS period noted on the
agenda. Each person is allowed three (3)
minutes speaking time. A Spanish speaking
interpreter is available for your convenience.
COMENTARIOS DEL PUBLICO
Se invita al publico a dirigirse al Concilio o cualquiera
otra de sus Agencias nombradas en esta agenda, para
hablar sobre cualquier asunto publicado en la agenda o
cualquier tame que este bajo su jurisdiccidn. Si usted
desea la oportunidad de dirigirse al Concilio o alguna de
sus Agencias, podra hacerlo durante el periodo de
Comentarios del Publico (Public Communications)
anunciado en la agenda. A cada persona se le permite
hablar por fres (3) minutos. Hay un interprete para su
conveniencia.
A'v i,,, ,ftfeAd JeiJt;:mlp'e'!!'VfP; to a ;! itti;rn �a;� "'it) "" as 'N (,�r a regular V,
to IN: � 1.,1 fi '11 fi � ti m, � " f"' blI �
�.� �,�d'��, �h"'�,8� t°�2,idd� „,�kli a� Bu..'n a
all ( Bah` i...Wf p; J�7a ��� ��d` �"m�4 P�';�y � �9�'i,C^,'" edC � �.�Yl.t",u � d�'",!'jCh.t� 6, �rl�
� .
CITY COUNCIL
REGULAR MEETING — 7:00 PM
CALL TO ORDER
INVOCATION
PLEDGE OF ALLEGIANCE
ROLL CALL
Council Members: Cruz Baca, Ricardo Pacheco,
Monica Garcia, Mayor Pro Tem Susan Rubio and
Mayor Manuel Lozano
ANNOUNCEMENTS
This is to announce, as required by Government Code section 54952.3, members of the City
Council are also members of the Board of Directors of the Housing Authority and Finance
Authority, which are concurrently convening with the City Council this evening and each
Council Member is paid an additional stipend of $30 for attending the Housing Authority
meeting and $50 for attending the Finance Authority meeting.
,i •
• Recognition of the City/Southern California Edison Cooperation for the Street Light
Retrofit Program completion, by John King, Southern California Edison
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 tome accion en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o
circunstancia especial. EI cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas
hechas por personas, o 2) Dirigir personal a investigar y/o fliar asuntos para tomar en consideraci6n en juntas proximas.
[Codigo de Gobierno §54954.2]
City Council AgendaPage 2
CONSENT CALENDAR
All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be
no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from
the general order of business and considered in its normal sequence on the agenda.
1. TREASURER'S REPORT — NOVEMBER 2016
Staff recommends that Council receive and file the Treasurer's Report.
2. WARRANTS AND DEMANDS
Staff recommends that Council ratify the attached Warrants and Demands Register.
3. REJECTION OF CLAIMS
Staff recommends that Council reject the following claim(s) and direct staff to send
appropriate notice of rejection to claimant(s):
Quoc Thang Tran and Sungei Hoang Claimant alleges dangerous condition of
public property (Azusa Avenue and 1-10
Freeway Underpass)
4. MEETING MINUTES
Staff recommends that Council receive and file the following Meeting Minutes:
A. Meeting Minutes of the Regular City Council Meetings held on September 7,
2016.
5. SECOND READING OF ORDINANCE NO 1393, A ZONING CODE MAP
AMENDMENT (ZONE CHANGE) FROM RG/PD (RESIDENTIAL GARDEN
PLANNED DEVELOPMENT) AND MU -2 (MIXED USE 2) TO R-3 (HIGH DENSITY
RESIDENTIAL) AND TO APPLY THE SPECIFIC PLAN (SP) OVERLAY TO
FACILITATE THE DEVELOPMENT OF A 47 -UNIT SINGLE-FAMILY DETACHED
GATED CONDOMINIUM PROJECT
Staff recommends that Council adopt Ordinance No. 1393 on second reading, read
by title only, and waive any further reading thereof.
CITY COUNCIL ACTING AS SUCCESSOR AGEN'C'Y TO THE DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION
All items listed are considered to be routine business by the Successor Agency and will be approved with one motion. There
will be no separate discussion of these items unless a Board member so requests, in which case, the item will be removed
from the general order of business and considered in its normal sequence on the agenda.
SA -1 APPROVAL OF THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS
17-18) FOR THE PERIOD FROM JULY 1, 2017 TO JUNE 30, 2018, AND
ADMINISTRATIVE BUDGET
Staff recommends that Council, as governing body of the Successor Agency:
1) Approve the Reorganization Obligation Payment Schedule (ROPS) 17-18 for the
period from July 1, 2017 to June 30, 2018; and
2) Adopt the Successor Agency Administrative Budget for Fiscal Year 2017-18; and
3) Direct staff to proceed with submitting the draft ROPS 17-18 for approval to the
Oversight Board no later than January 31, 2017; and
4) Send the approved ROPS 17-18 to the County Executive Officer, County Auditor
Controller, the State Controller and Department of Finance; and
5) Instruct staff to post the approved ROPS 17-18 on the City website.
City Council Agenda Page 3
SA -2 REFINANCE TAX ALLOCATION BONDS
Staff recommends that Council, acting as governing body of the Successor Agency,
approve and adopt Resolution No. SA 2017-009, entitled "A Resolution of the
Successor Agency to the Dissolved Community Development Commission of the City
Of Baldwin Park Approving the Issuance of Refunding Bonds in Order to Refund Certain
Outstanding Obligations of the Former Community Development Commission of the
City of Baldwin Park, Approving the Forms and Authorizing the Execution and Delivery
of an Indenture Of Trust, Escrow Agreements and a Bond Purchase Agreement
Relating Thereto, Requesting Oversight Board Approval of the Issuance of the
Refunding Bonds, Requesting Certain Determinations by the Oversight Board, and
Providing for Other Matters Relating Thereto."
PUBLIC HEARING
6. INTRODUCE ORDINANCE NO. 1396, ADOPTING THE 2016 EDITION OF THE
CALIFORNIA BUILDING CODE (CBC), RESIDENTIAL CODE (CRC),
ELECTRICAL CODE (CEC), PLUMBING CODE (CPC), MECHANICAL CODE
(CMC), AND THE 2016 GREEN BUILDING STANDARDS CODE, ENERGY CODE,
HISTORICAL BUILDING CODE AND 2016 EXISTING BUILDING CODE
Staff recommends that Council open the public hearing and, follow such hearing,
waive further reading, read by title only and introduce for first reading, Ordinance No.
1396, entitled "An ordinance of the City Council of the City of Baldwin Park,
California, Repealing Chapter 150 of Title 15 of the Baldwin Park Municipal Code
and Adding a New Section Chapter 150 to Title 15 of the City of Baldwin Park
Municipal Code Adopting by Reference Title 24 of the California Code of
Regulations, Specifically the 2016 Edition of the California Building Code; the 2016
California Green Building Code; the 2016 California Residential Code; the 2016
Edition of the California Electrical Code; the 2016 Edition of the California
Mechanical Code; the 2016 Edition of the California Plumbing Code; the 2016
Edition of the California Energy Code; the 2016 Edition of the California Fire Code;
the 2016 Edition of the California Elevator Safety Construction Code; the 2016
Edition of the California Historical Building Code; the 2016 Edition of the California
Existing Building Code; and the 2016 Edition of the California Referenced Standards
Code, Including All Appendices, as Mandated by California Health and Safety Code
Section 18938."
7. CONSIDERATION TO RENEW THE CONTRACT WITH CALIFORNIA
CONSULTING, LLC (GRANT WRITING FIRM)
Staff recommends that Council:
1) Approve the Consultant Services Agreement with California Consulting, LLC;
and
2) Authorize the Director of Finance to appropriate funds to cover the cost related
to the grants applied for including but not limited to General Fund, Prop "A"
Fund, or Future Development Fund; or
3) Provide staff direction.
City Council Agenda
Page 4
CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF' REQUESTS
COMMUNICATIONS
Request by Mayor Pro Tem Rubio for Council to discuss and consider:
A Resolution urging the new administration to protect the names of "Dreamers" who
were given assurances that their information would be protected if they applied for
temporary legal status.
A Resolution urging the State of California to take a strong stance against massive
deportation and remain steadfast in protecting the information of immigrants who
applied for a driver's license under AB60 and were assured that they would not be
discriminated against nor questioned about their immigration status.
A Resolution in support of Planned Parenthood that provides vital services to the most
vulnerable women in our communities, and to urge the new administration to continue
funding to avoid women left without proper resources to receive treatment for
preventable diseases, such as cancer.
Request by Council member Baca for Council to discuss and consider:
• Directing the City Attorney to bring back a report with information on crafting language
to designate Baldwin Park a "sanctuary" or "safe haven" city.
ADJOURNMENT
CERTIFICATION
I, Alejandra Avila, City Clerk of the City of Baldwin Park hereby certify that, under penalty of
perjury under the laws of the State of California, the foregoing agenda was posted on the City
Hall bulletin board not less than 72 hours prior to the meeting. Dated this 12th day of January,
217.P
Ap
Alejandra Avila
City Clerk
PLEASE NOTE: Copies of staff reports and supporting docurnentation pertaining to each item on this agenda are available for
public viewing and inspection at City Hall, 2"d f=loor 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 Cleric at (626) 960-4011
ext. 466 or via e-mail at aavila baldwin .aa.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 II)
City Council Agenda
Page 5
ITEM NO.
STAFF REPORT2,21
TO: Honorable Mayor and City Councilmembers
I ,,r1 " '? FROM: Rose Tam, Director of Finance �
u�
SAN,GA, RI L DATE: January 18, 2016
V` LLEY46
` SUBJECT: TREASURER'S REPORT - NOVEMBER 2016
rib W4110�
SUMMARY
Attached is the Treasurer's Report for the month of November 2016. The Treasurer's Report lists
all cash for the City (which includes the Baldwin Park Financing Authority), the Housing
Authority, and the Successor Agency to the Community Development Commission (CDC). All
investments are in compliance with the City's Investment Policy and the California Government
Code.
FISCAL IMPACT
None
LEGAL REVIEW
None required.
RECOMMENDATION
Staff recommends that Council receive and file the Treasurer's Report for November 2016.
BACKGROUND
The City's Investment Policy requires the Treasurer's Report be submitted to the Mayor and City
Council on a monthly basis.
INVESTMENT
DESCRIPTION
State of California Local
Agency Investment Fund
City
Housing Authority
Certificate of Deposit
Capital One Bank USA NATL ASSN
Wells Fargo Bank NA SIOUX Falls
JP Morgan Chase Bank NA Columbus
Ally Bank Midvale CTF DEP ACT/365
CITY OF BALDWIN PARK
TREASURER'S REPORT
11/30/2016
PAR
PURCHASE RCHASE
MATURITY
RATIcST
DATE
DATE
0.68%
Varies
Varies
0.68%
Varies
Varies
1.15%
9/14/2016
911412018
1.15%
9/14/2016
9114/2018
1.15%
9/1612016
911612018
1.15%
911712016
9/1712018
PAR
CURRENT
BOOK
MARKET
VALUE
PRINCIPAL
VALUE
VALUE
$ 15,266,837.49
$ 15,266,837.49 $
15,266,837.49
$ 15,266,837.49
13,148.90
13,148.90
13,148.90
13,148.90
15,279,986.39
15,279,986.39
_ .15,279,986.39
15,279 986.39
245,000.00
245,000.00
245,000.00
244,683.95
245,000.00
245,000.00
245,000.00
244,728.05
245,000.00
245,000.00
245,000.00
244,723.15
245,000.00
245,000.00
245,000.00
244,674.15
980,000.00
980,000.00
980,000.00
978,809.30
Fiscal Agent Funds - City Varies Varies Varies 2,514,299.75 2,514,299.75
2,514,299.75 2,514,299.75
Fiscal Agent Funds - Successor Agency Varies Varies Varies 2,936,972.42 2,936,972.42
2,936,972.42 2,936,972.42
$ 21,711,258.56 $ 21,711,258.56
5,451,272.17 $ WWW 21,710,067.86
Total Investments $
21,711,258.56
Cash
City Checking
2,946,633.09
Money Market Plus
9,010,421.85
City Miscellaneous Cash
48,328.91
Successor Agency
198,178.52
Housing Authority
118,368.30
Financing Authority
0.00
Investment Brokerage
....... 339.03
Total Cash
12,322,269 70
Total Cash and Investments $
34,033,528.26
Schedule of Cash and Investments includes all financial assets as included in the Comprehensive Annual Financial Report.
There was no investment maturity/purchase transaction made for the month of November 2016 and several deposits/withdrawals were
made with the Local Agency Investment Fund.
In compliance with the California Government Code Section 53646 at seq., I hereby certify that sufficient investment
liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months
that all investments are in compliance to the City's Statement of Investment Policy.
Approved by:
M.
Rose Tam
Director of Finance
-STAFF REPORT
�gUnOar
1'ME '
0
SAN,I Rf EL, ,
TO:
ITEM NO. ,.
Honorable Mayor and City Councilmembers
FROM: Rose Tam, Director of Finance
�u
DATE: January 18, 2017
SUBJECT: WARRANTS AND DEMANDS.
iii
SUMMARY
Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council.
FISCAL IMPACT
The payrolls for the last two periods were $881,154.00 and the attached General Warrants Register were
$1,033,955.68 for a total amount of $1,915,109.68.
LEGAL REVIEW
None required.
RECOMMENDATION
Staff recommends that the City Council ratify the attached Warrants and Demands Register.
BACKGROUND
The attached Claims and Demands report format meets the required information as set out in the California
Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and
for the authorization from the department head or its designee. Pursuant to Section 37208 of the California
Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the
demands hereinafter referred. Payments released since the previous City Council meeting and the following is a
summary of the payment released:
The payroll of the City of Baldwin Park consist of check numbers 198384 to 198441. Additionally,
Automated Clearing House (ACH) Payroll deposits were made on behalf of City Employees from
control number 252742 to 253267 for the period of November 20, 2016 through December 17, 2016,
inclusive; these are presented and hereby ratified in the amount of $881,154.00.
2. General Warrants, including check numbers 213123 to 213365, in the total amount of $1,033,955.68
constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City
Council as required by law, and the same hereby ratified.
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STAFF REPORT
p,LD TO: Honorable Mayor and City Councilmembers
Hua OF
13
FROM: Shannon Yauchzee, Chief Executive Officer
u` r
• SAN oABRII,L : DATE: January 18, 2017
VALLEY
SUBJECT: CLAIM REJECTION
SUMMARY
This report requests the City Council reject the Claims for Damages to person or property received for filing
against the City of Baldwin Park.
FISCAL IMPACT
Fiscal impact is unknown at this time.
RECOMMENDATION
Staff recommends that City Council reject the following claim and direct staff to send the appropriate notice of
rejection to claimant(s):
Quoc Thang Tran/ Sungei Hoang The claimant alleges dangerous condition of public property.
This government claim, and all government claims, should be considered as potential lawsuits in the future.
Thus, it is requested that all City Staff, the Mayor and all Councilmembers refrain from making any statements,
whether public or private in nature. It is important that no statements be made so as to not prejudice this claim
in any way which can happen if public or private comments are made about this claim by City staff or
Councilmembers.
BACKGROUND
In order for the statute of limitations to begin on the claims received, it is necessary for the City Council to
reject the claims by order of motion and that the claimants are sent written notification of said action.
LEGAL REVIEW
Any specificquestions should- referred to the City Attorney,
ALTERNATIVES
There are no other alternatives for the Council to consider since rejection of the claims is necessary for the
Statute of Limitations to begin on the claims received.
ClTY 0F GALrWiTN PARK
CITY OF BALDWkpkA'K)15'�(ES DEPT,
2t,
BA LDWl N CLAIM FOR Dgg�15S?n
f.j ln� 10
TO PERSON OR WO P"� !U.
INSTRUCTIONS
1. READ CLAIM THOROUGHLY.
2. FILL OUT CLAIM IN ITS ENTIRETY BY COMPLETING EACH SECTION. PROVIDE FULL DETAILS.
1 THIq FORM MUST BE 3IGNED.
4, DELIVER OR MAIL TO: OFFICE OF THE CITY CLERK, 14403 E. PACIFIC AVE., BALDWIN PARK, CA 91706
WARNING
• CLAIMS FOR DEATH, INJURY TO PERSON OR TO PERSONAL PROPERTY MUST BE FILED
NOT LATER THAN 6 MONTHS AFTER THE OCCURRENCE. (GOVERNMENT CODE SECTION 911 2)
• ALL OTHER CLAIMS FOR DAMAGES MUST BE FILED NOT LATER THAN ONE YEAR AFTER THE
OCCURRENCE. (GOVERNMENT CODE SECTION 911-2)
CITY OF 6A14`iVV'h' 'i PARK
C
Ful nq Stamp
4. Claim Date of Birth (if a minor)
To: City of Baldwin Park
5, Claimant's Occupation
T- N a I i ie" of C I -ai m a n� ami
t ............ ....
. ... .. ......
Hc1n1e,At'Jd'iess 61 Claimant II j 6, Home Telephone Number
JIE
--A 7, Busliws�,3 Telephone Number
1 Business Address tA Claimant
L. . ..... .. . . ..... . .....
TName and addrekibtDvufl',rl y-b`u d", -ire rm'fices or communicafions to be sent regarding this claim
CA" 2 ik"v
4, - When diff DAJOAGE or'AJ,6,,Vocc,ur? 10. Names of any City easploy6es involved in INJURY or DAMAGE:
Date: � I k,� V�,,;,2,, Time: Name Department
� -rz)
If claim is few Equitable Indemnity, give date claimant ...... . . ............ . . . . . . ..... . ..... ..
served 4th comp lairlt: .......... ........ . -11 . . ................ ..... . .... .
11, Where did DAMAGE or INJURY occur?
12. Describe in detail how the DAMAGE or I NJU RY occurred,
13. Were police or paramedics called? Yes R No 11
If yes, was a report filed? Yes [A No 0
If yes, wl dr i5 Ilia Report No '..k
.... ... . . . . . . ............. .
/A
1 .. 4, If physician . I .. cia .. n w . as -- v - isit - e - d due to injury, include date of first visit and physician , 's
il al ffll� ac dress and phoaq�. n Limber: , , , �.
( , P
C f H
T
ll .-
-1-4, Why" do you claim the City of Baldwin Park is responsible? (Please be specific - Use additional sheet if necessary)
. . . . ................ - ------ - --
15 List damages incurred to date?
. ....... . . . . ...... . ......-------- . ......... .
16Total amount of claim to date.- 0 Basis for Computation:
Limited Civil Case: 0 Yes'A No (State the amount of your claim if the total arviount is $10,000 or less. If it is over 510,000 no dollar amount
shall be stated, but you are required to state whether the claim would be a limited civil case (total amount of claim does not exceed $25,000),)
. . . . . ..... . .. . ..... . . . . ..... . . ..... .....
prospective damages: $
Basis for Comput�,itiorr c L��ff!��Lz ......
17, Total amount of
1
161 -. --..... . . . ..................... . . . . . . ... ................ . .......... . ......... .
WitnessestoDAMAGEor-INJURY List all persons and addresses of persons known to have infonnalion,
Phone
Name - -------
Name . ..... . . . ..... .. . Address_ Phone-..-- .. ................
19, Signature of (JairriaN or person filing on claimant's behalfrelationship to claiimant and date�
p�'jj ft, fajVyo��Pg j$ V-U�', be t y
I he, ety cefVy (of pcnalry olpo�ftjry under Me laws Moo of ki w�
vfe�ge
DaIr.",111 1-11, I I
-- --
CC Farm IRev 7,106)
M
ji�yl �
�nt ii'o'n ofa false claim is a felony (Penal Code Section 72)
Fo"= Rev 7.06 d�
12. DcScrihe in ' E (Lr —1 INN E 1 —1 � _Y K M I _r C —0
detail how the DANJAG
QUOC 'Fhang'fran. was involved in a i.11LIlti-vehicle accident. Mr. Trap's cat- was struck by
another vehicle, which caused substantial injuries to Mr. Tran.
Ll� ),Yllv clan �Ilaw�win 11��Irkis �rvslon�,Sfl*�?
On or about June 15, 2016, Claimant Quoc 'rbang,rran was driving a vehicle near the
intersection ofAx,�usa Avc and tjtc 1-10 r,tveway LJnderpass in %%/est Covina, CA, when a car
drivers by,hilian Mona /\.smrga hit the Tran vehicle:. which caused the Tran w�ehlcle to lose control
and hit another vehicle. 'rhe collision caused substantial injuries to Mr. Tran, including, but not
limited to, a hip fracture which required surgery.
City named and/or its mauagernent, administrative,, designers, planners engiricers, maintenance
penonrwi. inspectors and/or other kniipk)yees_ Staff. �IL4etlls
acting within the
course ,tjjcj scope of their duties and flirough negligent or wrong tial acts or olmssi(,'Ins cr(.Nited., oi-
allowed to be created, a dangerous condition under (.ioverninent Ccidc §835, awl otherWisc acted
negligently, thereby causing the incident. City 110944CIAIY, UW-UJS()0ab1Y, '"Id "uproperly
owned, operated, designed, planned, engineered, ti iainwined. inspected, repaired, failed to repair..
and controlled the streets, including the subject roadway- thereby creating dangerous conditions
conditions. City neglipently, unreasonably. and irnproperl,y
and exposing drivers to dangerous COnd L,
created. or allowed to be created, a dangerous condition of public property to exist on the
rmatkl 'kn,. such fllat rnworists wtnild be forced to quIL,,jrjV jjjer`ge iron oilier lanes. The dangel-OUS
cowfiliorls includcd. htjt were nc)[ limited to: defective ard iIeghgcnt design, maintei,orwe 311d
4"MISIRIC6("M Ol'the Il)ad kind ncarb�, are,ts: iulproper cane Ch surc�, fi'lithlo to pro�'idc
pre\qIjt
I'11cicletits otj thc, rnad, nchr(JjjIg kfllj�W W pi-c')vide the i'mulAVi'lw IGUI(l
klidjog, to create a rodw',o; which is szde 1'or fiLAikilo to Priwide warnings or
prcc�,itflIons; erckiling or allo%vinu an unniediate merger of lanes insufficient or inissing roadway
mart�jjjps or cones-. failure to eill'orce speed and traffic violations', insufficient lane merger
between different lanes of travel; and setting speed limits above safe, standards. All of the -an, to
foregoing exposes the intended Users ofthe roadwa) the public, including Quoc ThangTi
dangerous conditions, a trap and a nuisance. City had actual or constructive notice of the
dangerous conditions for a sufficient time prior to the incident to have taken measures to protect
against the dangerous C0-jj(,jjtjc,,,,aIs but failed to do, so, Further, City and its eniployces actim,
within the scol,)c of their en-iployment undertook, gratuiloUsly or for consideratiorL to avoid,
remedy and/or abate these dangerous conditioij,,�, These t,uiderUfl<jnps and protillses were the
kind that City recognized as necessary for the protection of third persons. City and its employees
actino within the scope of their employment failed to exercise reasonable care in the performance
of these undertakings and promises, the failure to exercise reasonable care resulted in physical
harm to third persons and property damage, and eilher (a) their carelessness increased the risk of
such harm, or (b) the undertaking or promises were to perform a duty that the other owed to the
third persons, or (c) the harm was, suffered because either the other or third persons relied on the
uridertaking. City and its ernployces/agents acting within the scope of their employment or
1
to C to protect the risk of the
Lqicncy breached tnaridatory &16CS' Imposed by enactments design d
t)II)CS Of IIJLH-iCS ICCidCIItS SUCh OUCUITC(l in this case,
Due to these acts and t , ploy ees/agents are
ailures to act and dangerous conditions., City and its ern n
liable f -ninent Code., including, but not limited to, §§
.or Claimant's dan-iages under the Govei z:l
815.2(a). 815.41 815.6, 820(a), 830.8. 835, and 940,22, and for nuisance Linder Civil Code §3497.
These acts and failures to act resulted in substantial general and special damages.
As a result of the conduct of the City, Claimant has incurred special and general damages,
n
includiffi, but not limited to, past and future hospital and medical expenses., lost earnings, loss of
0�
earning a capacity, loss of use of property, property damage, pain and suffering, and emotional
I � I C
dilstress.
Jurisdiction over these claims rests in the unlimited jurisdiction of the Los Angeles Superior
Court.
The identities of each. agent of the named entities who are responsible For Claimant's injuries and
damages are not currently known, Claimant intends to include herein as responsible parties For
the 111ji-Iries, and damages of Claimant all other entities and individuals who are responsible in any
rrianner for creating dangerous conditions and contributing to the accident set forth above and
ZD
request that this claim be forwarded to any such entities or individuals.
15. List (1,:u!pq
),es iLieurired to (late?
Past and Future Hospital & Medical Expenses., Lost Earnings, LoS_ of Use of.'Property, Property
Damage, Special Damages, General Damages, Pain and Suffering, Emotional Distress, Loss of
Earning Capacity
4:�
Past and Future Hospital & INIedical Expenscs, Lost Earnings, Loss of Use of Property, Property
Carnage, Special Damages, General Damages, Pain arid Suffering, EnAotional Distress. Loss of
Earning Capacity
17, Basis.,q�,oin�utat�gjn,
Past and Future llospital & Medical F1'xpclses., LOst Earnings. Loss of"Use of Propeily, Propca.y
I
D,tiyw,c, Special Dawages, General 1),til,japes- Pain and Sufl'ering, Frnotional Distress, Loss of
Earning Capacity
18, Witnesses
Mlaricela Vieyracruz, =1281 Conning Street, Riverside. CA 92509
Julian Mora Astorga, 2001 W. Garvey Ave, -9 1 -, West Covina, CA 91790
Jesus Lopez, 4842 Elton Street, Baldwin Park, CA 91706
Ames Construction, 391 N. Main Street, #302, Corona., CA 92310
Paul Alex Cordova, 5412 Big Creek Way, Elk. Grove, CA.
Madred Consepcion, 2001 W. Garvey Ave, #26, West Covina, CA 91.790
Quoe'.Fhang Tran, 1545 E, Workman Ave, West Covina, CA 91791
Sungei Hoang, 1545 E, Workman Ave, West Covina, CA 91791
LAC*USC Medical Center., 1200 N. State Street, Los Angeles,, CA 90033
Keck Hospital of USC, 1500 San Pablo, Los Angeles, CA 90033
Citrus Valley Health Partners, 210 W. San Bernardino Road, Covina, CA 91723
BALDWIN
%4 PAR
&'� A L iD Vt` 1 f
CITY OF BALDW1410 -F�— -
rj
CLAIM FOR DAMAGES
11 , A , R ' K
TO PERSON 0 R PR ZRTjY Of
INSTRUCTIONS
1. READ CLAIM THOROUGHLY.
2. FILL OUT CLAIM IN ITS ENTIRETY BY COMPLETING EACH SECTION. PROVIDE FULL DETAILS.
3. THIS FORM MUST BE SIGNED,
4. DELIVER OR MAIL TO: OFFICE OF THE CITY CLERK, 14403 E. PACIFIC AVE,, BALDWIN PARK, CA 91706
WARNING
• CLAIMS FOR DEATH, INJURY TO PERSON OR TO PERSONAL PROPERTY MUST BE FILED
NOT LATER THAN 6 MONTHS AFTER THE OCCURRENCE. (GOVERNMENT CODE SECTION 911.2)
• ALL OTHER CLAIMS FOR DAMAGES MUST BE FILED NOT LATER THAN ONE YEAR AFTER THE
OCCURRENCE. (GOVERNMENT CODE SECTION 911.2)
To: City of Baldwin Park
o.
� P I
NOV 2 G� 2011J
(1:VTv Qr p UAVJ`Is
CIY rl:LFJK,a�,,T,`A�� p,MENT
O� ,,D
Clav,k's C ,
Filing Stamp
j
- - ------- . . .....
I --
6. Home relephone Number
2r I I -[olrca, Ade.li,es,,s of ualinmrll
q o W - I
Z.1"I"Y-11- -- -l- KY , J . . .. . ......... . . . .. . .....
3, Business Address of Clajaiant
8. Name and address to, which you desire notices orconirminicalions to be sent regarding this claim:
.. . . . . .... ...............
10, Names of any City employee'
'6'."'When didbAMAGE or INJURY occur, 19
Date: Time: 11.- "
Name
If claim—is Iolr Equitable Indemnity, give date claimant
servedwith complaint: .................. . .... . . ............. . ................... . . ............ .. . _ .................................... ..
11 Where did DAMAGE or INJURY occur?
H.j
----------- i, A'a—`4
12 Describe in Ijp tail how the DAMAGE or INJURY occurred.
. . . ...... .
13, Were police or parafnedics called? Yes;[. No n
If yes, was a report filed? Yes, No EJ
If yes, what is the Report No?
Business Telephone Number
involved in INJURY or DAMAGE:
Department
14 If physician .. . .. was visiled due (o injury, include dalie, of first visit and physician's
rannejddicss, and I rhone, rurriber:
i
. .. . . . . ................... . . . . . ....... ...... .. .....
[4 Why do you clairn the Ce.......__
Ay of Baldwin Park is responsible? (Please be specific Use additional sheet. if necessary)
0Z C,
. . . .... .... . " � . ........ .. . . .........
15. Libl[ damayu� Incurred to data?
. . .. .. ...........
. . . ........
... ......... --.— . . .... .....
16. Total amount of claim to date: Basis for Computation: L± -- --------------- ........... .
Limited Civil Case: 0 Yes [�:,No (state the amount of your claim if the total amount is $10,000 or less. if it is over $10,000 no dollar amount
shall be stated, but you are required to state whether the claim Would be a limited civil case (total amount of claim does not exceed $25,000),)
. . ..... - - -------------- -- - . . . . . .......... . .... ..... .. .. . .. . . .....
17. Total amount of prospective damages: $—TD�� Basis for Cornputaliorr-
. . ..... .. . . - ........... . ..... . ...... . ..... — — -------- - -------
18, Witnesses to DAMAGE orINJURY� List all persons and addresses of persons known to have information:
, i, — Phone ......... . .. .....
Name
aa,—(o -J, Add res s
... .1 Add
NIM
19. Signature of Claimant or person filing on claimant's behalf; relationship to Claimant and date;
Oymaby r6FOY (or declare) un(j& jmirOy ofpelury under the laws of the state otcaoornia that the orc�qoog is tnj(,, and correu; to the best alwyAn000ler qe.
Date
ip ,iaii ini Pruj�tis Cam . . . ...... .
Note: Presentation of a false claim is a felony (Penal Code Section 72) CC Form 1 (Rev 7106)
o & F—MCW. V-1 0.-g.. F.- CCI R- 1,06 d -
Attachment
12. Describe in detail how the DAMAGE or INJURY occurred,
Quoc Thang Tran was involved in a multi -vehicle accident. Mr. Tran's car was struck by
another vehicle, which caused substantial iajuries to Mr. Tran and Ms. Hoang.
14. Whv do you claim the ity of Baldwin Park is responsible?
On or about ,lune 15, 2016, QuocThang Tran was driving a vehicle near the intersection of
Azusa Ave and the 1-10 Freeway Underpass in West Covina, CA, when a car driven by Julian
Mora Astorga hit the Tran vehicle, which caused the Tran vehicle to lose control and hit another
vehicle. The collision caused substantial injuries to Mr. 'Fran, including, but not limited to, a hip
Fracture which required surgery. As a direct and. proximate cause thereof., Claimant Stingel
Hoang, also sustained severe and permanent injuries and damages.
City named and/or its inanagernent, administrative, desioners.
planners_ engineers, niainterIalice
personnel, inspectors and/or other employees- staff. agents or contractors. acting \-vIthin the
staff;
Course and scope of their duties and through negligent or wrongful acts or omissions Created, or
allowed to be created, a dangerous condition Under Governrrnent Code §835,. and otherwise acted
negligently, thereby causing the incident, City JICCIligCIItlY, unreasonably. and improperly
owned, operated. designed, planned, engineered, maintained, inspected, repaired. failed to repair.
and controlled the streets, including the subject roadway- thereby creating dangerous conditions
and exposing drivers to dangerous Conditions. City negligently, unreasonably, and impropedy
created, or allowed to be created, a dangerous condition of public property to exist on the
roadway, such that motorists would be forced to quickly merge into other lanes. The dangerous
conditions included, but ,verc n and cc, 001 1 1011. 1jj'(jjfltCjjajjC(_' and
not limited to: defective , c n gli,. it c es',,
-oper lane C[OSLIFC' failing to provide measures to
construction of the road and nearb\ areas; inipi
prevent incidents on the road. including Failing to properly provide warnings on the roadway and
fading to create a roadway which is safe for nier-aing', failing to provide warnings or other safety
precal-ItIC)IIS' creating or allowing an immediate merger of lanes; insufficient or missing roadway
markings or cones: failure to enforce speed and traffic violations. insufficient lane mercer
between different lanes of travel; and setting speed limits above safe standards. ,kIl oftlic
foregoing exposes [lie intended users of d
the roawaythe e PUbliC. InCldi
Uth,) ED
go C- Quoc Tham) Tran mind
Claimant., to dangerous conditions, a trap and a nuisance. City had actual or COIIS(I-LICtIVC notice
of the dangerous conditions f"or a Sufficient time prior to the incident to have taken measures to
protect against the dangerous conditions but failed to do so, Further, City and its etriployces
acting within the scope of their employment undertook., gratuitously or for consideration, to
avoid, remedy and/or abate these dangerous conditions. These undertakings and promises were
the kind that City recognized as necessary for the protection of third persons. City and its
employees acting within the scope of their employment [ailed to exercise reasonable care in the
performance Of tlICSC Undertakings and promises, the failure to exercise reasonable care resulted
in physical harm to third persons and property damage; and either (a) their carelessness increased
the risk of such harm, or (b) the undertaking err promises were to perform a duty that the other
owed to the third persons, or (c) the harm was suffered because either the other or third persons
1
relied on the undertaking. City and its employees/agents acting -,within the scope of their
employment or agency breached mandatory duties imposed by enactments designed to protect
the risk of the types Of injuries accidents such Occurred in this case.
Due to these acts and failures to act and dangerous conditions, City and its employees/agents are
0
Liable for Claimant's damages under the Government Code. including, but not limited to, §§
815.2(a), 815.4, 815,6., 820(a), 830.8. 835, and 840.2, and for nuisance under Civil Code §3497.
These acts and failures to act resulted in substantial general and special damages.
tD C�
As a result of the conduct of the City, Claimant has incurred special and general damages.,
including, but not limited to, Loss of Consortium, Companionship, Affection, Love, Society,
Moral Support., Comfort, Protection, Sexual Relations, Conjugal Fellowship, Physical Assistance
in maintaining the family home and comfort; Emotional Distress.- and Loss of Earning Capacity.
Jurisdiction over these claims rests in the unlimited jurisdiction ofthe Los Angeles Superior
Court.
The identities of each acent of the named entities who are responsible for Claimant's injuries and
damages are not currently known, Claimant intends to include herein as responsible parties for
the 1111LIFies and damages of Claimant all other entities and individuals who are responsible in any
manner for creating dangerous conditions and contributing to the accident set forth above and
request that this claim be forwarded to any such entities or individuals.
15. List dairtiqu.
uLiKprij.,d to date?
Loss of Consortium, Companionship, Affection, Love, Society, Moral Support, Comfort,
Protection. Sexual Relations, Conjugal Feltows.hip, Physical Assistance in maintaining the
family home and comfort; Emotional Distress; Loss of Earning Capacity; Other special and
general damages.
I N,
16. Basis of Cotnp!jtatioq
Loss Of CO11SO].'tiL1n1. Companionship, Affection, Love, Society., Moral Support, Comfort,
Protection, Sexual Retations. Conjugal Fellowship, Physical Assistance in maintaining the
family home and comfort; Emotional Distress, Loss of Earning Capacity; Other special and
general damages.
17. Basis o1j,"wri )jitation
Loss of ConSOI-tiLIM, Companionship, Affection, Love, Society, Moral Support, Comfort,
Protection, Sexual Relations, Conjugal Fellowship, Physical Assistance in maintaining the
0
.family home and comfort; Emotional Distress; Loss of Earning Capacity; Other special and
general damages.
18. Witnesses to DAMAGE or INJURY:
Maricela Vievracruz, 4281 Conning Street, Riverside, CA 92509
Julian Mora Astorga, 2001 W. Garvey Ave, 41, West Covina, CA 91790
ITEM NO.
MINUTES
BALDWIN PARK CITY COUNCIL REGULAR MEETING
SEPTEMBER 7, 2016, 7:00 P.M.
COUNCIL CHAMBER -14403 E. Pacific Avenue, Baldwin Park, 91706
These minutes are presented in Agenda order. Various announcements or discussions may
have occurred before or after the title under which they are presented.
CALL TO ORDER
The meeting was called to order by Mayor Lozano at 7:00 p.m
INVOCATION
The invocation was provided by Council member Pacheco,.
PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Mayor Lozano.
ROLL CALL
MEMBERS PRESENT:
Council Member Cruz Baca
Council Member Ricardo Pacheco
Council Member Susan Rubio
Mayor Manuel Lozano
MEMBERS ABSENT:
Mayor Pro Tem Monica Garcia
REPORT ON CLOSED SESSION
Mayor Lozano stated that no reportable action was taken on items discussed during Closed
Session.
ANNOUNCEMENTS
Council member Baca requested that Council recognize Lillian Mower who turned 100 on
September 4th; noted that she is a long-time resident of Baldwin Park, served in the Army in
World War Il, and is still very active in the Baldwin Park Women's Club and in the community as
well.
Council member Baca also announced that the Baldwin Park Police Department will be hosting
the First Responder's Fundraiser this coming Saturday at Santa Fe Dam, which will include a 5k
run and prize giveaways.
Council member Baca also extended congratulations to Gus Martinez for his 36 years of service
with the City of Baldwin Park; spoke of the wonderful retirement party recently attended by
many of Mr. Martinez's colleagues from the City and that he will be greatly missed.
Council member Rubio asked that the meeting be closed on behalf of Mr. Levi, a very active
member in the community who was a member of the Lion's Club and worked as a volunteer on
a program that provided eyeglasses to low income children and family members.
PROCLAMATIONS COMMENDATIONS & PRESENTATIONS
0 Presentation of Certificate of Recognition to the Family of Joyce Gamble (R.I.P) for her
many years of service in the Community.
Mayor Lozano and Council member Baca presented a Certificate of Recognition to
members of her family in recognition of Joyce Gamble, who was a cherished friend, an
active community member, a dedicated educator and devoted mother.
• Presentation by Robert Cruz, Southern California Gas Company, with an update on the
Aliso Canyon retrofit and repair project.
Robert Cruz, representative of the Southern California Gas Company, narrated a
PowerPoint presentation, provided a brief status update on the efforts to restore the
facilities at the Aliso Creek location and provided informational flyers.
Council member Rubio asked that information from SCG be included on the City's
website.
PUBLIC COMMUNICATIONS
Mayor Lozano opened Public Communications at 7:17 p.m. and noted that each speaker is
permitted a total of three (3) minutes to speak.
Ken Woods, Baldwin Park resident, opined that one Council member behaved poorly at the
previous council meeting; further stated that money spent on a restraining order was a waste of
money.
Arturo Lura, Baldwin Park resident, asked why Council has to spend money foolishly; opined
that some Council members are spending money carelessly; expressed support for those that
are asking for proof of service on some invoices submitted to the City for payment.
Cliff Denaldi, Baldwin Park resident, resides on Downing and asked for assistance with traffic
issues at Estella and Main; noted that morning traffic is especially bad because vehicles that are
parked along the street block the view of oncoming traffic, making it particularly dangerous;
requested that the curb be re -painted red as a no parking area.
Unidentified speaker, announced that there will be a Thai Cultural event, including Thai
Classical Dance, Thai music, food and refreshments, all taking place on September 17, from
5:00 p.m. to 8:00 p.m., at the Baldwin Park Performing Art Center; noted that attendance is free
of charge and invited Council and the community to attend.
Robert Chavri, Baldwin Park resident, asked that the City consider installing a Stop sign or a
Speed Limit sign in the area of Royston Street and Syracuse Avenue to help control traffic,
noting that there have been accidents there yet nothing has been done; opined that homeless
are taking over in the area near the 1-605 and there is concern for children and patrons of
nearby restaurants.
Juan Gutierrez, Baldwin Park resident, resides on Bogart Street and is concerned with the trash
and debris that blows from the nearby shopping center, where the Superior Market is located,
onto the adjacent streets, noting that he is continuously sweeping in front of his house because
of the garbage; expressed discord regarding the noise from the MetroLink and the horn being
blown without regard for the residents living near the tracks.
Unidentified pgker, Baldwin Park resident, expressed exasperation because each time his
son, who is homeless, is arrested, a bill for the booking fee is sent to his house; stated that he
lives on social security and cannot afford pay for the fees and, since his son is homeless, his
Page 2 of 16
son cannot pay either; suggested that those who are unable to pay should be doing community
service as restitution and that very little is being done by the City to help the homeless.
Andres Chavar,, Baldwin Park resident, echoed the concerns regarding traffic at Royston Street
and Syracuse Avenue, opining that vehicles drive in excess of 60 mph on Syracuse; stated that
the problem is more prolific around holidays and that some drivers are "drifting" on the street,
causing long skid marks along the pavement; pleaded for more police presence in the area to
protect children and to discourage indigents from doing drugs in the neighborhood in plain view.
Unidentified s Baker, Baldwin Park resident, voice objection to the extension and opening of
Hensel Street to Walnut Creek Nature Park; expressed concern that there will be an increase in
traffic and will endanger children.
Anidre De La Victoria, owner and operator of Grocery Outlet, expressed commitment to the
community and support to the Police Department fundraising event by providing a basket of
groceries; offered to assistance to the community.
Teri Muse, Representative of Waste Management, Inc., provided a bi-annual update on
activities and programs of Waste Management; stated that training with firefighters was recently
completed to educate emergency responders on how to extinguish trash truck fires when the
vehicle is run on compressed nature gas (CNG); cited discarded batteries as a source that
starts fires in trash trucks.
Daniel Damian, Baldwin Park resident, provided a handout to Council [copies of invoices paid
by the City] and made inquiries regarding some of the line items listed; pointed to invoices
submitted for an interim Building Official but being paid to Advanced Applied Engineering (AAE);
objected to the excessive funds paid to consultants when existing staff could be performing
some of the work and that, in other cases, a full time employee could be hired for the same or
less cost.
Juan Rios, Baldwin Park resident, asked how the Director of Recreation & Community Services
earns $250,000 annually but is failing to keep of city parks maintained properly; cited Barnes
Park as being an example of a lack of maintenance and misuse of the park; opined that some
Council members are colluding and mishandling public funds.
Andrea Proud, Baldwin Park resident, presented information on the American Cancer Society
and the upcoming "Relay for Life" event; recognized community sponsors and expressed
appreciation to the City and School District for support of this important cause.
Marianna Lake, Valley County Water District Board Member, alleged that she is being followed
and feels concern for her safety; pleaded for an increase of police presence in her
neighborhood.
Sid Mousavi, voiced concern and objection to comments and allegations made about AAE;
stated that AAE is said to have been the subject of an investigation but that it operates within
the regulation boundaries; spoke about the AAE invoices that have recently been questions,
explaining that invoices are checked by accountants, back up for every invoice has been
provided to the City and that AAE invoices have been a part of City audits and has undergone
various other inspections; clarified his career, including employment at the City and in the
private sector.
Page 3 of 16
Greg Tuttle, Baldwin Park business owner, made various derogatory comments and allegations;
voiced objection to the proposed ROEM Phase II project; made various other comments and
allegations.
Margarita Var as, Baldwin Park resident, noted that she recently attended an event at which
she spoke to Norma Garcia, Deputy Director for Planning and Development Agency, for the
office of Hilda Solis; noted that Ms. Garcia hosted a presentation regarding Proposition A and
suggested that the City invite Ms. Garcia to make the same presentation to Council since it
directly pertains for grant funds for parks and infrastructure development.
Seeing no others wishing to speak, Public Communications closed at 7:49 p.m.
Mayor Lozano provided a brief response to comments made by one of the speakers made
during Public Communications.
CONSENT CALENDAR
Council members requested Item Nos. 1, 5, 6, 8, 10 from the Consent Calendar be taken
separately for discussion.
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to
approve, adopt and authorize Consent Calendar Item Nos. 2, 3, 4, 7 and 9.
1. WARRANTS AND DEMANDS
Staff recommends City Council ratify the attached Warrants and Demands Register.
Council member Baca began discussion by narratingd some of the payments made to
consultants and the work performed by those consultants; express dissatisfaction with
the work product provided by the consultant in relation to the invoices paid to these
consultants; expressed concern that consultants are performing the same work
concurrently and that some of the work being done could be performed by in-house
staff in a more cost effective and efficient manner.
Expressed concern and the need to rescind the approval cap from $120,000 back to
$10,000 as had previously been policy; stated that decisions to control costs to
taxpayers cannot be achieved by finding about expenditures after the fact; asserted
that she would like payments to be suspended on identified consultants until
investigations can be done to verify the work identified in the invoices.
Council member Rubio noted that Mr. Mousavi, who spoke of the integrity of his
company, AAE, should be supporting the move back to a $10,000 cap because it
would allow Council to review his projects more closely and see that the billing from
consultants reflects accuracy; pointed out that supporting this action would help
alleviate the need to explain himself and the invoice submissions by his company.
In response to Mayor Lozano's inquiry, Council member Baca confirmed her motion to
approve but also noted that she would like the referenced invoices and any future
invoices investigated for accuracy.
A motion was made by Baca, seconded by Lozano, and carried (4 — 0) to ratify
the Warrants and Demands Register.
AYES: Lozano, Baca, Rubio, Pacheco
Page 4 of 16
NOES: None.
ABSENT: Garcia
ABSTAIN. None.
2. TREASURER'S REPORT — JULY 2016
Staff recommends that Council receive and file the Treasurer's Report:
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to ratify
the Warrants and Demands Register.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
3. REJECTION OF CLAIMS
Staff recommends that Council reject the following claims and direct staff to send the
appropriate notice of rejection to claimants:
Mercury Insurance Co. a/s/o Salvador Claimant alleges that overhead power
Sanchez Garcia line became detached from power pole
and struck vehicle of the claimant's
insured.
Subida, Rogelito Claimant alleges that police
department illegally towed and
impounded his vehicle.
Chen, Dingzhong Claimant alleges block wall was
damaged by city employee; wall was
actually damaged by third party.
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to reject
the claims listed on the Staff Report and direct staff to send the appropriate
notice of rejection to claimants.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
4. APPROVAL OF MEETING MINUTES
Staff recommends that Council receive and file the following Meeting Minutes:
A. Meeting Minutes of the City Council Meetings held on July 20, 2016.
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to receive
and file the Minutes.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
Page 5 of 16
5. EXTENSION OF THE EXCLUSIVE NEGOTIATION AGREEMENT (ENA) WITH ROEM
DEVELOPMENT CORPORATION FOR A PROPOSED PHASE II TO A TRANSIT -
ORIENTED MIXED-USE DEVELOPMENT BETWEEN RAMONA BLVD AND THE
BALDWIN PARK CIVIC CENTER
Staff recommends that Council approve and authorize:
1. Approve the extension to the ENA with ROEM Development Corporation; and
2. Authorize the Mayor to execute the necessary documents for the extension.
Council member Baca requested that this item be held over until the first meeting in
October since Mayor Pro Tem Garcia and Council member Rubio were in
attendance at the Closed Session in which the agreement was reviewed and
discussed; she also felt this would provide time for Mayor Pro Tem Garcia to also
review the agreement.
A motion was made by Baca, seconded by Pacheco, and carried (4 — 0) to bring
this item back at a Council meeting in October.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
6, STATUS REPORT FOR GREENLEAF EVENTS, INC. AGREEMENT FOR THE
CERTIFIED FARMER'S MARKET AND STREET FAIR
Staff recommends that Council approve:
1. Terminate the current contract due to the breaches of the Agreement as described
herein and the failure of the vendor to return multiple calls from City staff; and
2. Issue a Request for Proposal for a new vendor to start in the Spring of 2017.
Council member Baca suggested that, since there are several other events that will
be coming up in the latter part of the year, including the Parade and 60th Anniversary
Celebration, the contract with Green Leaf be terminated and the remaining events for
2016 be cancelled.
Council member Rubio provided an alternate action, asking that the timeframe for
the event be reduced from this year's nine month period back to a four month time
period (September through December), allow the Recreation and Community
Services staff to resume coordination of the event rather than hiring an outside
company to run the events.
Council member Pacheco suggested that, during the downtime [since the remaining
events will be cancelled through the end of the year] the City can still pursue
issuance of a Request for Proposal (RFP) for next year's events.
Council member Rubio pointed out that the resulting drastic drop in participation by
vendors and community attendance was a direct result of hiring an outside
consultant and it would be a waste of money to issue another RFP since existing
staff can manage the event more efficiently.
Page 6 of 16
A motion was made by Rubio, seconded by Pacheco, and carried (4 — 0) to
cancel the remaining street fair events until next year (2017) and direct that
Recreation and Community Services staff coordinate all future street
fairs/markets.
AYES: Lozano, Baca, Rubio, Pacheco
NOES: None.
ABSENT: Garcia
ABSTAIN: None.
7. AMENDMENT OF NOISE ORDINANCE NO. 1388 WITH RESPECT TO TIME OF
ENFORCEMENT
Staff recommends that the City Council waives the First Reading and adopt by Title only
Ordinance No. 1388, entitled "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
BALDWIN PARK AMENDING SECTIONS 130.31, 130.34, AND 139.37 OF CHAPTER 130:
GENERAL OFFENSES, OF THE TITLE XIII OF THE BALDWIN PARK MUNICIPAL CODE
WITH RESPECT TO NOISE REGULATIONS."
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to
conduct a first reading, by title only, and adopt Ordinance No. 1388.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
8. AMENDMENT OF FIREWORKS ORDINANCE NO. 1390 IN ORDER TO REDUCE THE
NUMBER OF SALES DAYS AND INCREASE THE FINE FOR VIOLATION
Staff recommends that the City Council waives the First Reading and adopt by Title only
Ordinance No. 1390, entitled "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
BALDWIN PARK AMENDING SECTION 93.10 OF CHAPTER 93: FIRE PREVENTION;
FIREWORKS, OF TITLE IX, GENERAL REGULATIONS, OF THE BALDWIN PARK
MUNICIPAL CODE".
Council member Pacheco opined that this would place an undue burden on the
Police Department in enforcing the ordinance and that the proposed fine is
excessive.
With that, Council member Pacheco made a motion to oppose the recommendation
and Mayor Lozano seconded the motion. However, Council member Rubio asked
that the item be taken for discussion prior to the vote.
Council member Rubio pointed out that this amendment was brought about because
of how soon before and how long after the July 4th holiday fireworks use is occurring;
opined that the nature of the noise can crate stress for very small children, veterans,
the elderly and pets.
Council member Baca stated that she had spoken with members of other
surrounding cities and their experiences with tightening up fireworks ordinances;
stated that some cities struggle with enforcement since the fine of $1,000 does not
Page 7 of 16
easily deter users; made a substitute motion that the amendment be passed and that
the coming year's July 4th will determine the effectiveness of the amendment, at
which time the ordinance may be amended again.
A substitute motion was made by Council member Baca, seconded by Council
member Rubio, with Mayor Lozano and Council member Pacheco objecting.
With a 2 — 2 result, discussion continued.
Mayor Lozano suggest that, ultimately, the issue could be placed on the ballot for a
vote by the community. Council member Rubio pointed out that the amendment ask
only that the permissible timeframe be reduced to a 5 -day time period and fines up to
$1,000. Discussion continued as to what ordinances show for surrounding cities.
Council member Pacheco reiterated his position that the fine of $1,000 is excessive
and would place a burden on some families, and that such restrictions are
unnecessary. Council member Rubio pointed out that violations are only cited after
three warning have been given to an offender.
A motion was made by Pacheco, seconded by Lozano, and carried (4 — 0) to
bring this item back at the next Council meeting.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
9. SECOND READING OF ORDINANCE 1386, ADDING AN ORDINANCE OF THE CITY OF
BALDWIN PARK TO SET FORTH THE IMPLEMENTATION OF DEVELOPMENTAL
IMPACT FEES FOR LAW ENFORCEMENT FACILITIES VEHICLES AND EQUIPMENT"
Staff recommends that the City Council adopt Ordinance 1386 on second reading, read by
Title only: "AN ORDINANCE OF THE CITY OF BALDWIN PARK TO SET FORTH THE
IMPLEMENTATION OF DEVELOPMENTAL IMPACT FEES FOR LAW ENFORCEMENT
FACILITIES VEHICLES AND EQUIPMENT"; and, waive any further reading thereof'
A motion was made by Lozano, seconded by Baca, and carried (4 — 0) to
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
10. 5 -YEAR CAPITAL IMPROVEMENT PROJECT (CIP) BUDGET FOR FISCAL YEAR
2016-2021
Staff evaluated the 5 -year CIP program and found the projects as necessary expenditures
to maintain infrastructure and improve the City's delivery of quality services to its residents
and customers. Staff recommends that the City Council approve the 5 -year CIP program
and additional appropriations for FY 2016-17.
Council member Baca requested that CEO Yauchzee or Finance Director Tam
provide clarification as to the nature of this item and expand on some of the details;
suggested that the item be held to the next meeting to allow time for Council member
Rubio and Mayor Pro Tem Garcia to more fully review the materials prior to making a
Page 8 of 16
decision.
Council member Rubio asked whether there would be an impact if this item was held
over to the next meeting so that additional evaluation could be done.
Council member Pacheco pointed out that Mayor Pro Tem Garcia's only question on
this item pertained to bill board poles; Council member Rubio stated that Mayor Pro
Tem Garcia is not present to express her concerns and that the item should be
moved if there are not issues with a delay in the decision making process.
A motion was made by Rubio, seconded by Baca, and carried (4 — 0) to bring this
item back at the next Council meeting.
AYES:
Lozano, Baca, Rubio, Pacheco
NOES:
None.
ABSENT:
Garcia
ABSTAIN:
None.
PUBLIC HEARING
11. REVIEW OF THE COST OF CITY FEE SERVICES BASED ON A STUDY PREPARED
BY REVENUE & COST SPECIALISTS, LLC (RCS)
Staff recommends the City Council:
1. Conduct the public hearing and receive public input.
2. Approve the proposed City Schedule of Fees and corresponding Resolution No. 2016-
147.
CEO Yauchzee provided a brief narration of the background on the study, suggested
changes made by the consultant and adjustments suggested by department heads.
Mayor Lozano opened the public hearing at 8:54 p.m. and invited those wishing to
speak in support of this item to come forward and be heard.
Seeing no others wishing to speak, Mayor Lozano invited those wishing to speak in
against this item to come forward and be heard.
Gree Tuttle, Baldwin Park business owner, voiced object to the fee increases,
particularly to the engineering fees; opined that the City should hire additional staff to
perform the work rather than passing on the fee increases to the engineering
consultant AAE; also objected to
Arturo Luna, Baldwin Park resident, opined that all staff should be fired and taxes
should be increased for all; expressed distress regarding business operations;
complained that minutes [agenda] does not provide enough information until Minutes
are transcribed; stated that he does not associate with some of the other members of
the audience.
afg rita Vargas, Baldwin Park resident, asked whether Code Enforcement fees are
included in the City Fee schedule.
Chief Executive Officer Yauchzee responded to Ms. Vargas' inquiry, stating that
Code Enforcement has fines, not fees, and that they are not included in the fee
schedule.
Page 9 of 16
Seeing no others wishing to speak on the matter, Mayor Lozano closed the Public
Hearing at 9:01 p.m.
Shannon Yauchzee responded to some of the comments made in this evening's
Public Hearing; noted that some of the referenced fees are part of the Building
Department fees.
In response to inquiry by the Mayor, Interim Public Works Director told Council
that he and the City Planner had done a survey of surrounding cities to determine
whether the fees of Baldwin Park are above, in line, or below the average. The
study showed that Baldwin Park's current permit fees are below the average of
surrounding cities.
Discussion commences and Council member Rubio expressed concern, pointing
out that there are two vacant positions in the Building and Public Works
departments; opined that the decision on this item should be held until these
positions can be filled so that revenue, up to 100% currently paid to consultants,
can be realized by the City rather than paid out at such a high percentage.
Council member Rubio suggested that the decision to approve these fee
increases should be held off until the director positions can have been filled so
that fees can be re-evaluated and any fee increases be more in line with service
provided with a full staff.
A motion was made by Council member Rubio and seconded by Council
member Baca to set aside the decisions on the suggested fee increases until the
director positions are filled and/or the Building Department is fully staffed.
Council member Pacheco inquired as to whether the addition of staff from the
consultant is necessary, based on volume and flow of work; suggested that the
City Planner review the current workload and possibly negotiate with the
consultant.
Council member Rubio suggested that continuing to utilize a consultant to cover
those vacant positions is not cost effective and is spending taxpayers' money
unwisely.
The motion ws restated; A motion was made by Council member Rubio and
seconded by Council member Baca, to set aside the decisions on the suggested
fee increases until the director positions are filled and/or the Building Department
is fully staffed.
Council member Pacheco and Mayor Lozano voice objection. Given that this
evening's attending council members was an even split (2 -2) the item was not
passed.
Council member Pacheco then made a motion to hold this item over until the
next regular meeting and direct staff to provide a more detailed information and
bring the item back at the next council meeting. Mayor Lozano seconded the
motion and Council members Rubio and Baca objected.
Page 10 of 16
City Planner Harbin provided clarification as to the revenue split with the
consultant both on regular plan checks and on expedited plan checks.
Council member Pacheco opined that staff contributes very little to the plan
checks effort in exchange for 35% of the revenue.
A motion was made by Lozano, seconded by Pacheco, to bring this item back at
the first meeting in October.
AYES: Baca, Lozano, Pacheco, Rubio
NOES: None.
ABSENT: Garcia
ABSTAIN: None.
REPORTS OF OFFICERS
12. APPROVAL OF ADMINISTRATIVE POLICY NO. AP -16-031, ENTITLED "BALDWIN
PARK SOCIAL MEDIA POLICY"
Staff recommends that Council:
1. Approve Administrative Policy No. AP -16-031 with a black -out period of one (1) month
which bars any promotion of any City Official in any social media platform for one
month prior to any City election cycle; or
2. Approve Administrative Policy No. AP -16-031 with a black -out period of two (2)
months which bars any promotion of any City Official in any social media platform for
one month prior to any City election cycle; or
3. Approve Administrative Policy No. AP -16-031 as is, entitled "Baldwin Park Social
Media Policy," effective September 7, 2016; or
4. Provide staff direction.
Council member Pacheco expressed some concern regarding representation of
council members through social media which may reflect or appear to reflect
campaign activity. Following discussion, Council selected Option 2, a black -out
period of two (2) months which bars any promotion of any City Official in any
social media platform for one month prior to any City election cycle.
With that, a motion was made by Rubio, seconded by Pacheco, carried (4 — 0;
Mayor Pro Tem Garcia absent) to approve Administrative Policy No. AP -16-031
with a black -out period of two (2) months which bars any promotion of any City
Official in any social media platform for one month prior to any City election cycle
AYES: Lozano, Baca, Rubio, Pacheco
NOES: None.
ABSENT: Garcia
ABSTAIN: None.
13. CONTRACT OPTIONS FOR GRANT WRITING ACTIVITIES OF CALIFORNIA
CONSULTING, AND DEL SOL SOLUTIONS
Page 11 of 16
It is recommended that the City Council provide staff direction.
CEO Yauchzee provided a brief overview of proposed action and the supporting
background information, noting the renegotiation of compensation for each of the two
consultants.
Council member Rubio opined that the City need not pay two consultants to perform
the same service and pointed out that, at the last Regular Council Meeting, California
Consultant confirmed its ability to take on the full work load of preparing application
and administration of grants; expressed objection to contracting with two consultants
who are essentially performing the same work and the vagueness of invoices from
one of the consultants, Del Sol.
A motion was made by Council member Rubio to amend the contract with
California Consulting which will revise the scope of work to include preparation of
applications and administration of grant writing for all departments; lower the fee
to $4,900 with a $100 cap. Council member Baca seconded the motion; Council
member Pacheco and Mayor Lozano objected to the motion.
The motion was tied (2 — 2; Mayor Pro Tem Garcia absent).
AYES:
Lozano, Pacheco
NOES:
Baca, Rubio
ABSENT:
Garcia
ABSTAIN.
None.
Following the vote, Council member Rubio asked Mayor Lozano orate his reason for
objection and stated that she has no preference between one or the other, she just
believes that there is no reason to have both consultants, especially since one
consultant has shown a stronger performance than the other.
Council member Pacheco pointed out that both consultants provide services but in
different areas, so they are utilized with equal quality. Noted that Del Sol has been
successful in securing a grant for Recreation and Community Services.
Council member Baca expressed her support for the views and recommendations of
Council member Rubio. While staff seems capable of doing the work in house,
California Consultant has successfully secured quality grants, yet Del Sol did not
provide any responses to questions from Council member Baca about invoices
submitted for payment.
In response to inquiry but Council member Pacheco, Recreation and Community
Director Manny Carrillo noted that Del Sol was able to secure a grant for Recreation
and Community Services and California Consulting has been working on a securing
grant funds for the Community Develop Division.
Director Carrillo responded further to questions from Council member Rubio as to
whether, in fact, staff is capable of preparing and securing grants; noted that staff is
capable but grant writing is a very time intensive undertaking and there is a certain
amount of expertise needed to be successful.
In response to Council member Rubio's question and her inferences as to the
connection between the two, Mayor Lozano stated that these are two different
Page 12 of 16
companies with different approaches to writing grants and that he recommends that
the evaluation of both firms should continue another three months to get a fair
assessment between the two.
Council member Rubio pointed out that the owner of Del Sol is actually a former
employee of California Consultants and, while his has taken the knowledge from his
previous employer, he does not have the experience to be effective for the City.
Prior to hearing the motion by Mayor Lozano, Council member Baca asked that Del
Sol's invoices be held from payment until a presentation can be made that provides
qualifications, projects completed, and an explanation of worked performed for the
City.
Mayor Lozano made a comparison between Del Sol and the Berkshire contract
which, he opined, brought no value to the City to which Council member Baca
responded.
Council member Rubio pointed out that Council's discussion is moving off point on
items that are not agendized.
Since the discussion had expanded repeatedly to subjects not appearing on the
evening's agenda, Mayor Lozano stated that the item would be held over.
14. PARLIAMENTARY PROCEDURE RULES TO BE CONSIDERED BY THE CITY
COUNCIL
Staff recommends that the City Council select form one of the following options:
1. Adopt Robert's Rules of Order as the official parliamentary procedures for all City
Council meetings;
2. Adopt Rosenberg's Rules of Order as the official parliamentary procedures for all City
Council meetings;
3. Direct the City Attorney to look for additional rules or draft a set of rules to use as the
official parliamentary procedure rules for the City of Baldwin Park.
Council member Pacheco asked that this item be held until some questions are
answered by the City Attorney.
A motion was made by Council member Pacheco, seconded by Mayor Lozano,
to bring this item back at the first meeting until questions can be answered by the
City Attorney. Council member Baca and Rubio voiced objection.
Council member Baca pointed out that Robert's Rules of Order are the standard
used by the Cities and municipalities and that Rosenberg's Rules of Order are
simply an update to Robert's Rules of Order.
A substitute motion was made by Council member Rubio, seconded by Council
member Baca, to adopt the Robert's Rules of Order so that Council meetings are
conducted in an orderly fashion since Council does not currently follow a
particular parliamentary procedure.
Page 23 of 16
Deputy City Attorney David Olivas confirmed that the City Council has not adopted a
formal set of parliamentary rules, however Council does generally follow the State's
rules of order.
Council member Baca requested that rules be adopted because meetings have been
running amok. Mayor Lozano objected to the assertion and stated that Council
follows the rules of the State Constitution.
Council member Baca confirmed with the Deputy City Attorney David Olivas that the
City is currently not conducting business under Robert's Rules of Order. Attorney
Olivas confirmed this to be true and also pointed out that that there are state laws
that apply to all governing bodies which must be followed and the City has been
conducting business under those rules.
Mayor Lozano reiterated that the City Council meetings are conducted under the
rules defined in California State law.
A motion was made by Mayor Lozano, seconded by Council member Pacheco,
to move this item to a future meeting. Council member Rubio voiced objection.
Mayor Lozano directed the City Treasurer to conduct a vote by roll call. The vote
tied at (2 — 2; Mayor Pro Tem Garcia absent) and, with a tie vote, this item will be
brought back at the first meeting in October.
AYES:
Lozano, Pacheco
NOES:
Baca, Rubio
ABSENT:
Garcia
ABSTAIN:
None.
CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS &
COMMUNICATIONS
Request for Consideration by Mayor Manuel Lozano:
• Mayor Lozano would like to ask for an investigation into the invoices and contracts
identified by Council member Rubio at the last City Council meeting. Mayor Lozano
would like to have a written report regarding the findings.
Mayor Lozano requested that the Chief Executive Officer perform an investigation, in particular
the Bike Path and the Vector Control, and bring back a report to Council.
A motion was made by Lozano, seconded by Pacheco, and carried (4 — 0;
Council member Garcia absent)
AYES:
Baca, Lozano, Pacheco, Rubio
NOES:
None
ABSENT:
Garcia
ABSTAIN:
None
Request for Consideration by Council member Cruz Baca:
Page 14 of 16
• Council member Baca is requesting an investigation into the invoices and contracts
identified by Council member Rubio at a previous City Council meeting per Mayor
Lozano's suggestion on August 17.
Council member Baca asked that the investigation be expanded to include the consultants and
the invoices for the engineering contracts, which include Advanced Engineering (AAE) and
Infrastructure Engineering.
Council member Pacheco asked Council member Baca to clarify what she means when she is
requesting that the investigation be expanded and which invoices she wants investigated and
how far back she wants invoices pulled.
Council member Baca asked that materials be investigated from January 2016 to current. She
wants the invoices to be audited to determine whether staff is duplicating the work performed by
the consultant.
Council member Rubio asked that invoice clarification also be requested because invoices from
the consultants is too general and brief to determine what work was actually performed,
clarifying the purpose of various matters that were billed.
Council member Baca requested that an outside auditor be brought in to perform and audit on
the invoices in question, to which Council member Pacheco objected, pointing out that it will
cost additional money to have a third party review the invoices when staff is capable.
Council member Pacheco also asked for clarification as to what exactly Council member Baca
wanted as an end product. Council member Baca noted that Mayor Pro Tem Garcia had stated
that she had met with the consultants on more than one occasion. She further clarified that she
wishes for consultants to produce a report and bring the reports to Council for examination.
Discussion continued as Council members Pacheco and Baca pertaining to what exactly is
expected to be provided to Council by the consultants.
A motion was made by Baca, seconded by Pacheco, and carried (4 — 0; Mayor Pro Tem Garcia
absent) to direct Advanced Applied Engineering, Infrastructure Engineers, Del Sol and AAE to
provide reports to Council that justifies, line by line, each of the billed hours to the City.
AYES:
Baca, Lozano, Pacheco, Rubio
NOES:
None
ABSENT:
Garcia
ABSTAIN:
None
• Council member Baca requests that staff be given direction to investigate the invoices of
AIMS and Del Sol Consulting and freeze any payments to them until this is complete.
Page 15 of 16
This item was combined with discussed above.
Request for Consideration by Council member Susan Rubio:
• Council member Rubio is requesting consideration to direct staff not to allow projects to
move forward unless a contract has been signed and approved with date to proceed.
And to direct staff not to pay any invoices in advance and ensure invoices include a
summary of the services rendered.
Council member Rubio recapped the last Council meeting at which discussion included the fact
that work had been performed by prior to the actual execution of a contract. She is seeking an
explanation as to why this practice is occurring and requested that all invoices be held from
payment until executed contracts are in place; opined that she is uncomfortable with this
practice and reiterated her position of reducing the contract approval threshold.
Council member Pacheco asked that CEO Yauchzee to how many contracts have been passed
before Council, the work performed and the contractor paid. CEO Yauchzee briefly explained
state statute and the current contract practices as it dictated by each of the contract threshold.
• Council member Rubio request and consideration to include the final report in council
packet when projects are completed.
Council member Rubio asked that the Interim Director of Public Works provide a report in the
Council packets when projects [task orders] have been completed (in addition to the Notice of
Completions which appears on the Regular Council Meeting Agendas).
Council member Rubio reminded everyone of the upcoming 5K Run and encouraged everyone to
come out and support the Police Department.
Council member Baca asked that the Police Department to address problems in the community
with vandalizing and stealing mail from mail boxes, both residential and commercial.
ADJOURNMENT
There being no other business to discuss, and all other matters having been addressed, a
motion was made by Mayor Lozano, seconded by Council member Pacheco, to adjourn the
Regular meeting at 10:13 p.m.
Mayor
ATTEST:
Manuel Lozano, Mayor
Alejandra Avila, City Clerk
APPROVED:
Page 16 of 16
DATE: I'
N�W' SUBJECT:
SECOND READING OF ORDINANCE NO.ZONING
CODE MAP AMENDMENT (ZONE FROMRG/PD (RESIDENTIAL
GARDEN PLANNED DEVELOPMENT) 1(MIXED 1"
DENSITY RESIDENTIAL)1 TO APPLY THE SPECIFIC PLAN
(SP) OVERLAY 1 FACILITATE THEDEVELOPMENT OF A 47 -UNIT
DETACHED GATED CONDOMINIUM PROJECT.
SUMMARY
This report requests City Council approval of Ordinance No. 1393 which approved a Zone Change on existing
property from RG/PD (Residential Garden Planned Development) and MU -2 (Mixed Use 2) to R-3 (High
Density Residential) at properties identified as Assessor's Parcel Numbers 8438-015-037, -043, -047, -059, -
065 THROUGH -103, -060, -061, -062, -105. The Zone Change also includes a Specific Plan Overlay to the
properties identified as Assessor's Parcel Numbers 8438-015-037, -059, -043, AND -047. Approval of
Ordinance No. 1393 for a zone change of the aforementioned parcels is to facilitate the development of a 47 -
unit single-family detached gated condominium project.
FISCAL IMPACT
There is no fiscal impact associated with this item.
RECOMMENDATION
Staff recommends that the City Council adopt Ordinance No. 1393 on second reading, read by title only, and
waive any further reading thereof.
BACKGROUND
This Ordinance was introduced at the City Council meeting on December 7, 2016 for first reading. The City
Council closed public hearing and continued the item to the December 21, 2016 meeting so that the applicant
can address the City Council's comments. At the December 21, 2016 meeting, Ordinance No. 1393 was
approved by the City Council.
ATTACHMENTS
# 1, Ordinance No. 13 93
� ♦ i `, ■
ORDINANCE 1393
AN ORDINANCE OF CITY COUNCIL OF THE CITY OF
BALDWIN PARK ADOPTING THE FINDINGS OF FACT
AND APPROVING A ZONE CHANGE FROM RG/PD
(RESIDENTIAL GARDEN PLANNED DEVELOPMENT)
AND MU -2 (MIXED-USE 2) TO R-3 (HIGH DENSITY
RESIDENTIAL) AND TO APPLY THE SPECIFIC PLAN (SP)
OVERLAY TO THE PROPERTY IDENTIFIED WITH
ASSESSOR PARCEL NUMBERS 8438-015-037, -059, -
043, AND -047 (APPLICANT: CAL 33 PARTNERS, LLC;
CASE NUMBER Z-555).
THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY
ORDAIN AS FOLLOWS:
SECTION 1. That the City Council of the City of Baldwin Park does
hereby find, determine and declare as follows:
a) That the owner of certain real property filed an application
for a zone change from RG/PD (Residential Garden Planned
Development) and MU -2 (Mixed -Use 2) to R-3 (High Density Residential)
and to add the Specific Plan (SP) Overlay to real property identified with
Assessor Parcel Numbers 8438-015-037, -059, -043, AND -047 in the Los
Angeles County Assessor's Records (the "Property"), described more
particularly in the said application which is on file in the office of the
Planning Division of the City; and
b) That pursuant to the applicable provisions of the Planning
and Zoning Law (Sections 65800 et seq. of the Government Code of the
State of California), studies were commenced for the purposes of
amending the Zoning Map of the City of Baldwin Park; and
c) That a duly noticed public hearing was held upon said
matter by the Planning Commission, and based upon the evidence
presented, it was determined that the Planning Commission recommends
approval of the reclassification of the Property to R-3 (SP); and
d) That the City Council conducted a duly noticed public
hearing on said matter and based upon the evidence presented and each
member of the Council being familiar with the site, it was determined that
the public interest, necessity, convenience and general welfare warrant
the approval of the Planning Commission recommendation and approval
of a change in zone classification for the Property from RG/PD to R-3
(SP).
Ordinance 1393
Pace 2
SECTION 2. That the City Council of the City of Baldwin Park does
hereby adopt the following Findings of Fact related to said Zone Change:
a) The amendment is consistent with the goals, policies and
objectives of the General Plan.
The zoning code map amendment (zone change) would be consistent
with the goals, policies and objectives of the General Plan in that it would
effectively modify the zoning of the major project site and remainder
project properties to allow the construction of 47 detached condominium
units without creating a `spot zoning' issue. Specifically, the zone change,
which consists of changing the zone from either RG -PD or MU -2 to R3
with Specific Plan Overlay, would satisfy Goal 2.0 of the Land Use
Element which states that the City should accommodate new
development that is compatible with and complements existing
conforming land uses. The proposed zone change would also satisfy
Program 12—Land Use Controls of the Housing Element which calls for
the City to provide flexibility in development standards through the
Specific Plan process; and
b) The amendment will not adversely affect surrounding
properties.
The zoning code map amendment would not adversely affect surrounding
properties because it will allow for the main project site to be designated
with a specific plan that would allow a currently vacant property to be
developed as part of a comprehensive plan for a forty-seven (47) unit
detached condominium development; and
c) The amendment promotes public health, safety and general
welfare.
The zoning code map amendment would promote the public health, safety
and general welfare of adjacent development and the City as a whole
because it would provide for the development of a property that is
currently vacant. The zone change would further the goal to improve the
area with a detached condominium development that would enhance the
areas and properties around the site; and
d) The amendment serves the goals and purposes of the
zoning code.
The zoning code map amendment serves the goals and purposes of the
zoning code in that it provides for the orderly development of a new
detached condominium community on an area that is currently vacant.
Designating the subject site with a Specific Plan Overlay and an
Ordinance 1393
Pape 3
underlying zone of R-3, High Density Residential will include the property
in a residential development that enhances the character of the
community while providing additional housing options to the community.
The project supports Goal 3.0 of the City's Housing Element because it
contributes in accommodating the City's regional share of housing needs.
SECTION 3. The Zoning Classification of the Property is hereby
reclassified from RG/PD to zone R-3(SP).
SECTION 4. The City Clerk shall certify to the adoption of this Ordinance
and shall cause a copy of the same to be published in a manner prescribed by law.
PASSED AND APPROVED ON THE 21St day of December, 2016.
MANUEL LOZANO, MAYOR
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss:
CITY OF BALDWIN PARK )
I, ALEJANDRA AVILA, City Clerk of the City of Baldwin Park, do hereby certify
that the foregoing Ordinance 1393 was regularly introduced for first reading at a
regular meeting of the City Council on December 21, 2016. That thereafter said
Ordinance was duly approved and adopted at a regular meeting of the City Council on
January 18, 2017 by the following vote:
AYES: COUNCILMEMBER:
NOES: COUNCILMEMBER:
ABSENT: COUNCILMEMBER:
ABSTAIN: COUNCILMEMBER:
ALEJANDRA AVILA
CITY CLERK
STAFF . . �" P „ . I
TO:
W 10-
3/00
Honorable Chair and Board Members of the Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin
Park
FROM: Rose Tam, Director of Finance
DATE: January 18, 2017
SUBJECT: APPROVAL OF THE RECOGNIZED OBLIGATION PAYMENT
SCHEDULE (ROPS 17-18) FOR THE PERIOD FROM JULY 1, 2017 TO
JUNE 30, 2018 AND ADMINISTRATIVE BUDGET
SUMMARY
With the dissolution of local redevelopment agencies, the current state law requires the City Council acting as
the governing body of the Successor Agency to the Dissolved Community Development Commission of the City
of Baldwin Park ("CDC") with respect to redevelopment agency matters to adopt an annual Recognized
Obligation Payment Schedule (ROPS). Attached is the ROPS 17-18 for the period from July 1, 2017 through
June 30, 2018 and the Administrative Budget for Fiscal Year 2017-18 for the Successor Agency's Board
approval.
FISCAL IMPACT
Under AB 26 and AB 1484, the City Council, as the Successor Agency (SA), may only pay the enforceable
obligations of the former Commission listed on the ROPS. The SA is prohibited by AB 26 and AB 1484 from
entering into new obligations, except as necessary for administration of the SA and the winding up of the CDC's
business. The intent of the ROPS is to identify all enforceable obligations of the former redevelopment agency
payable before June 30, 2018.
The SA is to receive up to $250,000 for administrative costs per year and $2,631,697 for Fiscal Year 2017-18
enforceable obligations from the Redevelopment Property Tax Trust Fund (RPTTF) distributed by the County of
Los Angeles per AB 26. However, these amounts are subject to approval of the California Department of
Finance (DOF).
RECOMMENDATION
Staff recommends the City Council, as governing body of the SA:
1. Approve the ROPS 17-18 for the period of July 1, 2017 through June 30, 2018; and,
2. Adopt the Successor Agency Administrative Budget for Fiscal Year 2017-18; and,
3. Direct staff to proceed with submitting the draft ROPS 17-18 for approval to the Oversight Board no later
than January 31, 2017; and,
4. Send the approved ROPS 17-18 to the County Executive Officer, County Auditor Controller, the State
Controller and DOF; and,
5. Instruct staff to post the approved ROPS 17-18 on the City's website.
LEGAL REVIEW
The City Attorney has reviewed as to form.
Em
BACKGROUND/DISCUSSION
Assembly Bill X1 26 ("AB 26") was drafted with recognition that redevelopment agencies had a variety of debts
and obligations that still must be met in order to avoid causing harm to the persons to whom those debts and
obligations are owed. Successor agencies are supposed to receive tax revenues from the county auditors in order
to ensure those obligations, referred to in AB 26 as "enforceable obligations," will be met. In order to enable the
County of Los Angeles to determine how much tax revenue a successor agency needs to meet its enforceable
obligations; AB 26 requires the preparation of a series of schedules of enforceable obligations.
The first two schedules, the Enforceable Obligation Payment Schedule (`BOPS") and the Preliminary Draft
Recognized Obligation Payment Schedule ("PDROPS") were approved by the Community Development
Commission (Commission) prior to its dissolution. Those schedules formed the basis for the preparation of the
first schedule previously approved by the City Council, as the governing body of the successor agency
(Successor Agency), the Recognized Obligation Payment Schedule ("ROPS").
Under AB 26, a ROPS must be prepared and presented to the City Council as the governing body of the
successor agency for approval for each six-month period, from January 1 through June 30 and from July 1
through December 31, until all of the Commission's enforceable obligations have been paid in full. However,
pursuant to the recently adopted SB 107, a single annual ROPS must now be submitted for each fiscal from July
1 through June 30. The approved ROPS is then submitted to the Oversight Board for approval. Following
Oversight Board approval, the ROPS is sent to the Department of Finance and other agencies. On June 27, 2012,
AB 1484 was enacted providing technical amendments, new rules and new deadlines for the redevelopment
dissolution process.
As such, the SA must submit an Oversight Board approved ROPS 17-18 for the period of July 1, 2017 through
June 30, 2018 to the DOF no later than February 1, 2017. If the ROPS is not submitted on time, there will be a
civil penalty of $10,000 per day for every day that the ROPS is not submitted to the DOF. The penalty is to be
paid to the County Auditor -Controller for distribution to the taxing entities.
The SA must notify the County Executive Officer, the County Auditor Controller, and DOF, at the same time the
SA submits a proposed action to the Oversight Board for approval. Also, all actions taken by the Oversight
Board must be adopted by resolution.
ALTERNATIVES
State Law requires the City Council acting as Board Members of the SA to the Dissolved Community
Development Commission to approve the ROPS 17-18 in order for the City to pay for CDC's obligations and
administrative costs. If the ROPS 17-18 are not approved and submitted to the DOF by February 1, 2017 there is
civil penalty of $10,000 a day until it is submitted. In addition, the SA would be unable to pay the obligations.
This would cause former RDA bonds to go into default.
ATTACHMENT
1) ROPS 17-18 for the period from July 1, 2017 to June 30, 2018
2) Successor Agency Administrative Budget FY 2017-18
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City of Baldwin Park Successor Agency
Administrative Budget for Fiscal Year 2017-18
y
J
Ogerating, Administrative Costs
Consulting Services (Harrell & Co Advisors, LL)
Legal Fee
Audit Fee
Facility Rental
Information & Support Services Charges
Internal Insurance Charges
Oversight Board (Copies, Printing, & Supplies)
Training
Total (Based
on Maximum
Percent (%)
Non-Housin
Allowed
of Total
2,000
5,000
Labor
Total
Successor Agency: Non -Housing
13,680
12,000
Personnel Cost
7,000
22,619
Chief Executive Officer
8%
27,416
Community Development Manager
19%
32,364
Personnel Risk Manager
3%
4,386
Director of Finance
25%
58,716
Accounting Manager
32%
48,037
Accountant
9%
9,767
Accountant
5%
3,854
Management Assistant
8%
8,497
Sr. Finance Clerk
8%
7,226
Sr. Finance Clerk
8%
7,350
Finance Clerk
2%
1,587
Total Personnel Cost
209,200
y
J
Ogerating, Administrative Costs
Consulting Services (Harrell & Co Advisors, LL)
Legal Fee
Audit Fee
Facility Rental
Information & Support Services Charges
Internal Insurance Charges
Oversight Board (Copies, Printing, & Supplies)
Training
Total (Based
on Maximum
Total Operating Administrative Costs 40,800
J
/
NERINEMARMW
Total Successor Agency Administrative Budget for FY 2016-17 $ 250,000
Admin Cost
Non-Housin
Allowed
4,000
2,000
5,000
5,000
6,000
6,000
13,680
12,000
20,620
7,000
22,619
7,000
1,200
1,200
1„000
600
74,119
40,800
Total Operating Administrative Costs 40,800
J
/
NERINEMARMW
Total Successor Agency Administrative Budget for FY 2016-17 $ 250,000
ITEM NO.
FF REPORT
E TO: Honorable Chair and Board Members of the Successor
I '' ., Agency to the Dissolved Community Development
s"oF J
�.'' Commission of the City of Baldwin Park
FROM: Rose Tam, Director of Finance��
L� y Bei
DATE: January 18, 2017
SUBJECT: REFINANCING TAX ALLOCATION BONDS
SUMMARY
This item approves actions in connection with the refinancing the Successor Agency's
outstanding tax allocation bonds.
FISCAL IMPACT
The refinancing will reduce the Successor Agency's annual debt service and associated costs to
be paid from Redevelopment Property Tax Trust Fund ("RPTTF") by an estimated net amount of
$1.8 million over 14 years. In addition, the new financing will not require a pledge of sales tax
generated in the Puente -Merced project area. The Dissolution Act provides that staff costs
related to refunding proceedings can be recovered as authorized by CRL §34177.5(f).
RECOMMENDATION
Staff recommends that the Successor Agency approve and adopt Resolution No. SA 2017-009
entitled "RESOLUTION OF THE SUCCESSOR AGENCY TO THE DISSOLVED
COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK
APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND
CERTAIN OUTSTANDING OBLIGATIONS OF THE FORMER COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, APPROVING THE
EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND ESCROW
AGREEMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL
OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN
DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER
MATTERS RELATING THERETO".
The Resolution presented for Successor Agency Board approval authorizes the issuance of the
Refunding Bonds and approves the forms of the following documents:
Indenture of Trust;
Escrow Deposit and Trust Agreement — 1990 Series A Bonds - Central Business District Loan;
Escrow Deposit and Trust Agreement — Series 1998 Bonds — San Gabriel River Project Loan;
Escrow Deposit and Trust Agreement — 2000 Bonds — Merged Project;
Escrow Deposit and Trust Agreement — 2003 Bonds — Puente -Merced Loan; and
Bond Purchase Agreement.
The resolution authorizes the Executive Director of the Successor Agency to enter into the Bond
Purchase Agreement with a Purchaser to be selected so long as the principal amount of the
Refinancing Tax Allocation Bonds
January 18, 2017
Page 2
Refunding Bonds does not exceed $13,000,000 and the savings meet the requirements of
34177.5(a)(1) of the Dissolution Act.
Legal Review
This report and the attachments have been reviewed by the City Attorney.
BACKGROUND/DISCUSSION
Prior to dissolution, the Baldwin Park Redevelopment Agency ("RDA"), predecessor to the
Community Development Commission of the City of Baldwin Park ("Commission"), issued
several series of tax allocation bonds and entered into loan agreements with the Baldwin Park
Financing Authority ("FA") secured by tax increment ("Outstanding RDA Obligations"). The
Dissolution Act permits the Outstanding RDA Obligations to be refinanced if the Successor
Agency can demonstrate that savings can be realized and reduce the amount of RPTTF that is
required for payment of the obligations.
Staff determined that the opportunity existed to refinance the Outstanding RDA Obligations in
compliance with the Dissolution Act limitations. The Financial Advisor and the Bond Counsel
for the refinancing were selected through an RFP process in 2016.
The Outstanding RDA Obligations (after the upcoming February 1 or March 1, 2017 payments)
are shown below:
$14,530,000
The Successor Agency's Financial Advisor estimates that refinancing of Outstanding RDA
Obligations at an effective rate of 3.58% will reduce the Successor Agency's net obligations by
approximately $1.8 million through 2030. This represents an overall 11% reduction in existing
payments and related fees. The repayment is scheduled to occur over the same term as the
existing bonds.
Staff and the Financial Advisor are recommending that the refinancing be accomplished as a
"private placement." Refunding bonds ("Refunding Bonds") can be sold to public investors
("Investors") by an underwriter, or they can be sold to one investor, typically a bank
("Purchaser"), for their own investment portfolio. Selling to one Purchaser is referred to as a
"private placement" and can be thought of in terms of a loan from the bank to the Successor
Agency. It does not require an Underwriter, but does require a Placement Agent to act as the go-
between between the Successor Agency and the Purchaser, in accordance with securities law.
The Placement Agent will receive bids from a number of Purchasers, and the Refunding Bonds
will be sold to the Purchaser offering the lowest interest rate.
Project
Average
Bond Issue
Area
Outstandi�
Final MaWrily
Interest Rate
1990 FA Bonds
CBD
$ 1,765,000
2019
7.75%
1998 FA Bonds
San Gabriel
2,055,000
2019
5.00%
2000 RDA Bonds
Merged
8,430,000
2030
5.72%
2003 FA Bonds
Puente -Merced
,_,2,280 000
2021
5.25%
$14,530,000
The Successor Agency's Financial Advisor estimates that refinancing of Outstanding RDA
Obligations at an effective rate of 3.58% will reduce the Successor Agency's net obligations by
approximately $1.8 million through 2030. This represents an overall 11% reduction in existing
payments and related fees. The repayment is scheduled to occur over the same term as the
existing bonds.
Staff and the Financial Advisor are recommending that the refinancing be accomplished as a
"private placement." Refunding bonds ("Refunding Bonds") can be sold to public investors
("Investors") by an underwriter, or they can be sold to one investor, typically a bank
("Purchaser"), for their own investment portfolio. Selling to one Purchaser is referred to as a
"private placement" and can be thought of in terms of a loan from the bank to the Successor
Agency. It does not require an Underwriter, but does require a Placement Agent to act as the go-
between between the Successor Agency and the Purchaser, in accordance with securities law.
The Placement Agent will receive bids from a number of Purchasers, and the Refunding Bonds
will be sold to the Purchaser offering the lowest interest rate.
Refinancing Tax Allocation Bonds
January 18, 2017
Page 3
A public sale to Investors will generally result in a slightly lower interest rate compared to
selling directly to one Purchaser. However, as shown in the following table, the costs involved
using a private placement are significantly lower, so the Successor Agency borrows a smaller
amount.
Below is a comparison of the public sale and private placement based on current market
conditions:
Under the Dissolution Act, once the Successor Agency and the Oversight Board have both
approved the refinancing, the Department of Finance (DOF) can take up to 65 days to approve
the issuance of the Refunding Bonds. A private placement will allow the Successor Agency to
lock in the interest rates right away before DOF approval, instead of waiting several months to
lock in the rates until after DOF approval.
Under current market conditions, the ability to lock the rate is a positive factor. As noted above,
the current differential in interest rates between the two sale methods is only 0.23%, so it is
likely that rates could increase by at least 0.23% over the next 90 days, making the costs of both
sale methods approximately the same given the timing issues with a public sale.
There are additional benefits to use the private placement. Since there is no official statement or
credit rating presentation to review, staff time needed to complete the transaction will be
significantly reduced. In addition, since the Refunding Bonds will not be sold to the public, there
will be no ongoing continuing disclosure requirements. There will be cost savings for the annual
reports for the next 14 years as well.
The interest rate is expected to be locked in early February, once Purchasers have an opportunity
to review the Successor Agency's credit and are able to submit interest rate bids based on their
internal credit committee approvals. The Refunding Bonds will not be issued until April after
DOF approval is received.
Bond Counsel has prepared a resolution for consideration by the Oversight Board to approve the
Successor Agency's refinancing of the Outstanding RDA Obligations. The resolution will be
presented to the Oversight Board at their meeting later this month.
Bond Counsel has also prepared a resolution for consideration by the FA to approve the Escrow
Deposit and Trust Agreements for the 1990 Series A Bonds, the Series 1998 Bonds and the 2003
Bonds. The FA was the issuer of those bonds and the FA loaned the proceeds of such bonds to
Private
Public Sale
Placement
Average Interest Rate
3.03%
3.58%
Issuance Costs
$231,000
$134,000
Credit Enhancement
172,000
0
Total Costs
$403,000
$134,000
Effective Interest Rate with Costs
3.59%
3.82%
Borrowing Amount
$13,190,000
$12,925,000
Under the Dissolution Act, once the Successor Agency and the Oversight Board have both
approved the refinancing, the Department of Finance (DOF) can take up to 65 days to approve
the issuance of the Refunding Bonds. A private placement will allow the Successor Agency to
lock in the interest rates right away before DOF approval, instead of waiting several months to
lock in the rates until after DOF approval.
Under current market conditions, the ability to lock the rate is a positive factor. As noted above,
the current differential in interest rates between the two sale methods is only 0.23%, so it is
likely that rates could increase by at least 0.23% over the next 90 days, making the costs of both
sale methods approximately the same given the timing issues with a public sale.
There are additional benefits to use the private placement. Since there is no official statement or
credit rating presentation to review, staff time needed to complete the transaction will be
significantly reduced. In addition, since the Refunding Bonds will not be sold to the public, there
will be no ongoing continuing disclosure requirements. There will be cost savings for the annual
reports for the next 14 years as well.
The interest rate is expected to be locked in early February, once Purchasers have an opportunity
to review the Successor Agency's credit and are able to submit interest rate bids based on their
internal credit committee approvals. The Refunding Bonds will not be issued until April after
DOF approval is received.
Bond Counsel has prepared a resolution for consideration by the Oversight Board to approve the
Successor Agency's refinancing of the Outstanding RDA Obligations. The resolution will be
presented to the Oversight Board at their meeting later this month.
Bond Counsel has also prepared a resolution for consideration by the FA to approve the Escrow
Deposit and Trust Agreements for the 1990 Series A Bonds, the Series 1998 Bonds and the 2003
Bonds. The FA was the issuer of those bonds and the FA loaned the proceeds of such bonds to
Refinancing Tax Allocation Bonds
January 18, 2017
Page 4
the RDA, and the RDA secured the repayment of the loans with tax increment, so they are a
party to the refunding of those 3 series of Outstanding RDA Obligations.
ALTERNATIVES
1. Do not refinance the tax allocation bonds.
2. Direct staff to sell the Refunding Bonds at public sale and return with revised documents
for approval
ATTACHMENTS
1. Resolution No. SA 2017-009
2. Indenture of Trust
3. Escrow Agreement (1990 Series A Bonds — Central Business District Loan)
4. Escrow Agreement (Series 1998 Bonds — San Gabriel River Project Loan)
5. Escrow Agreement (2000 Bonds — Merged Project)
6. Escrow Agreement (2003 Bonds — Puente -Merced Loan)
7. Bond Purchase Agreement
8. Debt Service Savings Analysis
0"%
Attcj I Chm, ent, 1
RESOLUTION NO. SA 2017-009
RESOLUTION OF THE SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK APPROVING
THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN
OUTSTANDING OBLIGATIONS OF THE FORMER COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK, APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST,
ESCROW AGREEMENTS AND A BOND PURCHASE AGREEMENT RELATING
THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF
THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE
OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS RELATING
THERETO
WHEREAS, pursuant to section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all section references hereinafter being to such Code),
the Community Development Commission of the City of Baldwin Park, successor to the
Baldwin Park Redevelopment Agency (the "Former Agency"), has been dissolved and
no longer exists as a public body, corporate and politic, and pursuant to section 34173,
and the Successor Agency to the Dissolved Community Development Commission of
the City of Baldwin Park (the "Successor Agency") has become the successor entity to
the Former Agency;
WHEREAS, a redevelopment plan for the Former Agency's Central Business
District Redevelopment Project in the City of Baldwin Park (the "City") has been adopted
in compliance with all requirements of the Code (the "CBD Redevelopment Project");
WHEREAS, a redevelopment plan for the Former Agency's Merged
Redevelopment Project in the City has been adopted in compliance with all
requirements of the Code (the "Merged Redevelopment Project" and with, the CBD
Redevelopment Project, the "Redevelopment Projects");
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
incurred certain obligations to finance redevelopment activities within and for the benefit
of the Redevelopment Projects, of which the following remain outstanding:
(a) A loan agreement, dated as of January 1, 1990, by and among the
Baldwin Park Financing Authority (the "Authority"), the Former Agency and
Security Pacific National Bank (the "1990 Loan"), since succeeded by U.S. Bank
National Association, as trustee (the "Trustee"),
(b) A loan agreement, dated as of May 1, 1998, by and among the
Authority, the Former Agency and the Trustee (the 1998 Loan");
02038.01
Resolution No. SA 2017-009
Page 2
(c) The Baldwin Park Redevelopment Agency Merged Redevelopment
Project 2000 Tax Allocation Refunding Bonds (the "2000 Bonds"), and
(d) A loan agreement, dated as of December 1, 2003, by and among the
Authority, the Former Agency and the Trustee (the "2003 Loan" and, with the
1990 Loan, the 1998 Loan and the 2000 Bonds, the "Former Agency
Obligations");
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding
bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Refunding Law") for the
purpose of achieving debt service savings within the parameters set forth in section
34177.5(a)(1) (the "Savings Parameters");
WHEREAS, to determine compliance with the Savings Parameters for purposes
of the issuance by the Successor Agency of its tax allocation refunding bonds (the
"Refunding Bonds"), the Successor Agency has caused its municipal advisor, Harrell &
Company Advisors, LLC (the "Municipal Advisor"), to prepare an analysis of the
potential savings that will accrue to the Successor Agency and to applicable taxing
entities as a result of the use of the proceeds of the Refunding Bonds to repay or refund
all or a portion of the Former Agency Obligations (the "Debt Service Savings Analysis");
WHEREAS, the Debt Service Savings Analysis has demonstrated that a
refunding of the Former Agency Obligations will satisfy the Savings Parameters;
WHEREAS, the Successor Agency desires at this time to authorize the issuance
of its Successor Agency to the Dissolved Community Development Commission of the
City of Baldwin Park Tax Allocation Refunding Bonds, Series 2017, to refund the
Former Agency Obligations (the "Bonds"), pursuant to an indenture of trust (the
"Indenture"), by and between the Successor Agency and the Trustee;
WHEREAS, pursuant to section 34179, an oversight board (the "Oversight
Board") has been established for the Successor Agency;
WHEREAS, the Successor Agency is now requesting that the Oversight Board
approve the issuance of the Bonds pursuant to this Resolution and the Indenture;
WHEREAS, the Successor Agency further requests that the Oversight Board
make certain determinations described below on which the Successor Agency will rely
in undertaking the refunding proceedings and the issuance of the Bonds; and
WHEREAS, the Successor Agency
institutional investor (the "Purchaser") to
placement agent to the Successor Agency;
has determined to sell the Bonds to an
be identified by Piper Jaffray & Co., as
02038.01
Resolution No. SA 2017-009
Page 3
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF BALDWIN PARK DOES RESOLVE AS FOLLOWS:
SECTION 1. Determination of Savings. The Successor Agency has determined
that there are significant potential savings available to the Successor Agency of and to
applicable taxing entities in compliance with the Savings Parameters by the issuance by
the Successor Agency to the Bonds to provide funds to refund and defease the Former
Agency Obligations, all as evidenced by the Debt Service Savings Analysis on file with
the Successor Agency Secretary, which Debt Service Savings Analysis is hereby
approved.
SECTION. 2. 8,proval of Issuance of the Bonds. The Successor Agency hereby
authorizes and approves the issuance of the Bonds under the Law and the Refunding
Law in the aggregate principal amount of not to exceed $13,000,000, provided that the
Bonds are in compliance with the Savings Parameters at the time of sale and delivery.
SECTION 3. Approval of Indenture. The Successor Agency hereby approves the
Indenture prescribing the terms and provisions of the Bonds and the application of the
proceeds of the Bonds in the form on file with the Successor Agency Secretary. The
Chair of the Successor Agency, the Executive Director and the Successor Agency
Treasurer (each, an "Authorized Officer"), each acting alone, are hereby authorized and
directed to execute and deliver, and the Successor Agency Secretary, is hereby
authorized and directed to attest to, the Indenture for and in the name and on behalf of
the Successor Agency in such form, together with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by the execution and delivery of
the Indenture. The Successor Agency hereby authorizes the delivery and performance
of the Indenture.
SECTION 4. A royal of Escrow A reements.
(a) The form of escrow agreement, by and among the Authority, the Successor
Agency and U.S. Bank National Association, as escrow bank (the "Escrow Bank"),
relating to the defeasance and prepayment of the 1990 Loan (the "1990 Escrow
Agreement"), in the form on file with the Successor Agency Secretary, is hereby
approved and the Authorized Officers, each acting alone, are hereby authorized and
directed, for and in the name and on behalf of the Successor Agency, to execute and
deliver the 1990 Escrow Agreement in such form together with such changes therein,
deletions therefrom and additions thereto as the Authorized Officer executing the same
shall approve, such approval to be conclusively evidenced by the execution and delivery
of the 1990 Escrow Agreement. The Successor Agency hereby authorizes the delivery
and performance of the 1990 Escrow Agreement.
(b) The form of escrow agreement, by and among the Authority, the Successor
Agency and the Escrow Bank relating to the defeasance and prepayment of the 1998
Loan (the "1998 Escrow Agreement"), in the form on file with the Successor Agency
Resolution No. SA 2017-009
Page 4
Secretary, is hereby approved and the Authorized Officers, each acting alone, are
hereby authorized and directed, for and in the name and on behalf of the Successor
Agency, to execute and deliver the 1998 Escrow Agreement in such form together with
such changes therein, deletions therefrom and additions thereto as the Authorized
Officer executing the same shall approve, such approval to be conclusively evidenced
by the execution and delivery of the 1998 Escrow Agreement. The Successor Agency
hereby authorizes the delivery and performance of the 1998 Escrow Agreement.
(c) The form of escrow agreement, by and between the Successor Agency and
the Escrow Bank relating to the defeasance and redemption of the 2000 Bonds (the
"2000 Escrow Agreement"), in the form on file with the Successor Agency Secretary, is
hereby approved and the Authorized Officers, each acting alone, are hereby authorized
and directed, for and in the name and on behalf of the Successor Agency, to execute
and deliver the 2000 Escrow Agreement in such form together with such changes
therein, deletions therefrom and additions thereto as the Authorized Officer executing
the same shall approve, such approval to be conclusively evidenced by the execution
and delivery of the 2000 Escrow Agreement. The Successor Agency hereby authorizes
the delivery and performance of the 2000 Escrow Agreement.
(d) The form of escrow agreement, by and among the Authority, the Successor
Agency and the Escrow Bank relating to the defeasance and prepayment of the 2003
Loan (the "2003 Escrow Agreement"), in the form on file with the Successor Agency
Secretary, is hereby approved and the Authorized Officers, each acting alone, are
hereby authorized and directed, for and in the name and on behalf of the Successor
Agency, to execute and deliver the 2003 Escrow Agreement in such form together with
such changes therein, deletions therefrom and additions thereto as the Authorized
Officer executing the same shall approve, such approval to be conclusively evidenced
by the execution and delivery of the 2003 Escrow Agreement. The Successor Agency
hereby authorizes the delivery and performance of the 2003 Escrow Agreement.
SECTION 5. Approval of Bond Purchase A reement. The form of bond purchase
and rate lock agreement, by and between the Successor Agency and the Purchaser
(the "Bond Purchase Agreement"), in the form on file with the Successor Agency
Secretary, is hereby approved and the Authorized Officers, each acting alone, are
hereby authorized and directed, for and in the name and on behalf of the Successor
Agency, to execute and deliver the Bond Purchase Agreement in such form together
with such changes therein, deletions therefrom and additions thereto as the Authorized
Officer executing the same shall approve, such approval to be conclusively evidenced
by the execution and delivery of the Bond Purchase Agreement. The Successor Agency
hereby authorizes the delivery and performance of the Bond Purchase Agreement.
SECTION 6. Oversight Board ,gip roval of the Issuance of the Bonds. The
Successor Agency hereby requests the Oversight Board, as authorized by section
34177.5(f), to direct the Successor Agency to undertake the refunding proceedings and,
as authorized by section 34177.5(f) and section 34180, to approve the issuance of the
Bonds pursuant to section 34177.5(a)(1) this Resolution and the Indenture.
Resolution No. SA 2017-009
Page 5
SECTION 7. Determinations by the Oversi ht Board. The Successor Agency
requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and the issuance
of the Bonds:
(a) The Successor Agency is authorized, as provided in section
34177.5(f), to recover its costs related to the issuance of the Bonds from the
proceeds of the Bonds, including the cost of reimbursing its administrative staff
for time spent with respect to the authorization, issuance, sale and delivery of the
Bonds;
(b) The application of the proceeds of the Bonds by the Successor Agency
to the refunding and defeasance of the Former Agency Obligations, as well as
the payment by the Successor Agency of costs of issuance of the Bonds, as
provided in section 34177.5(a), shall be implemented by the Successor Agency
promptly upon sale and delivery of the Bonds, notwithstanding section 34177.3
or any other provision of law to the contrary, without the approval of the
Oversight Board, the California Department of Finance, the Los Angeles County
Auditor -Controller or any other person or entity other than the Successor Agency;
and
(c) The Successor Agency shall be entitled to receive its full Administrative
Cost Allowance under section 34181(a)(3) without any deductions with respect to
continuing costs related to the Bonds, such as trustee's fees and auditing and
fiscal consultant fees (collectively, "Continuing Costs of Issuance"), and such
Continuing Costs of Issuance shall be payable from property tax revenues
pursuant to section 34183. In addition and as provided by section 34177.5(f), if
the Successor Agency is unable to complete the issuance of the Bonds for any
reason, the Successor Agency shall, nevertheless, be entitled to recover its costs
incurred with respect to the refunding proceedings for the Former Agency
Obligations from such property tax revenues pursuant to section 34183 without
reduction in its Administrative Cost Allowance.
SECTION 8. Filing of Debt Service Savings Analysis and Resolution. The
Successor Agency Secretary is hereby authorized and directed to cause the Municipal
Advisor to file the Debt Service Savings Analysis, together with a certified copy of this
Resolution, with the Oversight Board, and, as provided in section 341800) with the Los
Angeles County Administrative Officer, the Los Angeles County Auditor -Controller and
the California Department of Finance.
SECTION 9. Designation of Consultants.
(a) Harrell & Company Advisors is hereby designated as municipal advisor to the
Successor Agency in connection with the issuance of the Bonds.
Resolution No. SA 2017-009
Page 6
(b Quint & Thimmig LLP is hereby designated as bond counsel to the Successor
Agency in connection with the issuance of the Bonds. The Executive Director or his
designee is hereby authorized to execute an agreement for legal services with such firm
in the form on file with the Secretary.
(c) Piper Jaffray & Co. is hereby designated as placement agent to the
Successor Agency for the Bonds. The Executive Director or his designee is hereby
authorized to execute an agreement for placement agent services in an amount not to
exceed $20,000 with such firm in the form on file with the Secretary.
SECTION 10. Official Actions. The Authorized Officers and any and all other
officers of the Successor Agency are hereby authorized and directed, for and in the
name and on behalf of the Successor Agency, to do any and all things and take any and
all actions, which they, or any of them, may deem necessary or advisable in obtaining
the requested approvals by the Oversight Board and the California Department of
Finance and in the issuance, sale and delivery of the Bonds. Whenever in this
Resolution any officer of the Successor Agency is directed to execute or countersign
any document or take any action, such execution, countersigning or action may be
taken on behalf of such officer by any person designated by such officer to act on his or
her behalf in the case such officer is absent or unavailable.
SECTION 11. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
SECTION 12. Certification. The Secretary shall certify to the passage and
adoption hereof.
Resolution No. SA 2017-009
Page 7
APPROVED AND ADOPTED this 18th day of January 2017.
MANUEL LOZANO
CHAIR
ATTEST:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss..
CITY OF BALDWIN PARK
I, ALEJANDRA AVILA, Secretary to the Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin Park, do hereby
certify that the above and foregoing is a true and correct copy of Resolution No. SA
2017-009 introduced and adopted at a regular meeting of the Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin Park held on the
18th day of January, 2017, which was approved by the following vote:
AYES: DIRECTOR:
NOES: DIRECTOR:
ABSENT:. DIRECTOR:
ABSTAIN; DIRECTOR:
ALEJANDRA AVILA
SECRETARY
1
INDENTURE OF TRUST
by and between the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Trustee
dated as of April 1, 2017
relating to:
Lp
Successor Agency to the
Dissolved Community Development Commission of the
City of Baldwin Park
Tax Allocation Refunding Bonds, Series 2017
TABLE OF CONTENTS
Page
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations ........................................... .. .......... ............................ , .......,,.4
Section1. 02. Definitions ,,,,,,,,,,,,,,, ,,a.,., ........ .......,...- ........... ,...,.. ,.. ,,..,., , .,,,... ,. ,,..,,., . , ...,,,.....4
Section 1,03. Rules of Construction ........ ....... .......... ........ ...
ARTICLE II
AUTHORIZATION AND TERMS
Section2.01. Authorization of Bonds.................................................................................................................... "15
Section2.02. Terms of Bonds................................................................................ . ..a,,., -----15
Section 2.03. Redemption of Bonds .................... ............. ,.....,,..., "16
Section 2.04. Form of Bonds ............................ .................... .......,.,...... ---.--'18
Section 2.05. Execution of Bonds ...... , .. „ ....... .... 18
Section 2.06. Transfer of Bonds ....................... ...... ... ......... .......... .....,, 19
Section 2.07. Exchange of Bonds .......... ..-......,, .„,.„ , .„,.„ ...... ,. ,..,, ....... ....... . ..... . ......... . .. .. "1.9
Section 2.08. Registration of Bonds .................. ...„, ........ ......... ........ —...... 2
Section 2.09. Temporary Bonds............................................................... .. ......... ....... .. ............ ... .........-20
Section 2.10, Bonds Mutilated, Lost, Destroyed or Stolen ...... ......... ................... ........ ......... ........2'}
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT
Section 3,01. Issuance of Bonds ........................... ..-- ..................... ........ ,.
Section 3.02. Application of Proceeds of Sale ....„ ., ...... ,.,.a,.,,,. ,... „ ,.,.,.... 21
Section 3.03. Costs of Issuance Fund ......................... ..... .......... ........ ....... ......... ........ .
Section 3.04. Issuance of Parity Debt ...................... 21
Section 3.05. Validity of Bonds ................................................... ....... .......,. .......... .......................... 22
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security...................................................................................................23
Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues .... ....... ................. ,,... 23
Section 4.03. Deposit of Amounts by Trustee...................................................................................„,.......,„,,.,,,.,.24
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Covenants of the Successor Agency .......... ... . ...... ..........
ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee . ..................... --- ............... ............ ... 32
Section 6.02. Merger or Consolidation .................................... ...... ..,,,,,,.,..,.................... .,,,.,, 33
Section 6.03. Liability of Trustee .............................................„, „ ............... ............... .............. ...33
Section 6.04. Right to Rely on Documents and Opinions................................................................................... 35
Section 6.05. Preservation and Inspection of Documents .................................„„..,,,,...... „36
Section 6.06. Compensation and Indemnification ..-, _ ,.....a,.,,., __............... ,,,.. ....,, 36
Section 6.07. Deposit and Investment of Moneys in Funds ............................. ..,..,,,....,.,,,.,,,,.37
Section 6.08. Accounting Records and Financial Statements..............................................................................38
Section 6.09. Appointment of Co -Trustee or Agent ......... ,.... . 38
Section 6,10. Other Transactions with Successor Agency .,.....,..„ ....... ............... ............... ......................„„„,...... _ 39
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section7.01. Amendment....................................................................................................................................... 40
Section 7.02. Effect of Supplemental Indenture .......... .. . .„,.. ,,...,,.. ,.. ........ , .,.,, .., ...,,,....40
Section 7.03. Endorsement or Replacement of Bonds After Amendment......................................................„l"'f.
Section 7.04. Amendment by Mutual Consent......................................................................................................4°l
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities .................. ............ ....... ................ .___ ... ..,.,,.42
Section 8.02. Application of Funds Upon Acceleration ..................... ......... .......... ......... ,..., 43
Section 8.03. Limitation on Owner's Right to Sue ...........................................................................................44
Section 8.04. Non -Waiver ................................................. ..... .....,...44
Section 8.05. Actions by Trustee as Attorney -in -Fact .................... ....................................................................45
Section 8.06, Remedies Not Exclusive ......... ....... ......
Section 8.07. Parties Interested Herein ............... ,.....,,..,........, ...,...... ........ ............ _. ...,,,....45
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits Limited to Parties ......... ..... ....... .__ .............. .... , 46
Section 9.02. Successor is Deemed Included in All References to Predecessor ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 46
Section 9.03. Discharge of Indenture ...... ..... .... ................. . . . ....... ...... .. ......... ......... ......... .........46
Section 9.04. Execution of Documents and Proof of Ownership by Owners.........................„,.,,.,,.,.,,...,.,,.,,..47
Section 9.05. Disqualified Bonds .................................................. ........ ......... ....... ...,.,..47
Section 9.06. Waiver of Personal Liability ... .. ...... .... ..,,,,,,. ..,.......,,.... ,.,,..,.......... .,.....,,........ .....,.....48
Section 9.07, Destruction of Canceled Bonds ..... ..... .................. ............... ...., ..,..,, __.____.__48
Section9.08. Notices .........-......... ......... „,....,.......... ........... ....... ....................... ...,..,, ....,.,,. , .,,..... ,..,.,.,.,48
Section 9,09. Partial Invalidity .......... ........... .. . ........... . ......... .. ....... ...... ... , 48
Section 9.10. Unclaimed Moneys ............................... .... ......... ,..,., ,.,.,..,,.....,.,.....,, .,....,....., .., ....49
Section 9.11. Execution in Counterparts ..................... ................. . ..................... ,.49
Section9.12. Governing Law ......................... ,,................. ..,,, ..., ..,.. ,..,.,.,, .....,.,,..,..,.,.... , ........ ......... 49
EXHIBIT A FORM OF BOND
EXHIBIT B FORM OF PURCHASER'S LETTER
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this "Indenture"), dated as of April 1, 2017, is by and
between the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK, a public body duly organized and existing
under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America, as trustee (the "Trustee").
RECITALS:.
WHEREAS, pursuant to section 34172(a) of the California Health and Safety Code
(unless otherwise noted, all section references hereinafter being to such Code), the Community
Development Commission of the City of Baldwin Park, successor to the Baldwin Park
Redevelopment Agency (the "Former Agency"), has been dissolved and no longer exists as a
public body, corporate and politic, and pursuant to section 34173, and the Successor Agency to
the Dissolved Community Development Commission of the City of Baldwin Park (the
"Successor Agency") has become the successor entity to the Former Agency;
WHEREAS, a redevelopment plan for the Former Agency's Central Business District
Redevelopment Project in the City of Baldwin Park (the "City") has been adopted in compliance
with all requirements of the Code (the "CBD Redevelopment Project");
WHEREAS, a redevelopment plan for the Former Agency's Merged Redevelopment
Project in the City has been adopted in compliance with all requirements of the Code (the
"Merged Redevelopment Project" and with, the CBD Redevelopment Project, the
"Redevelopment Projects");
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency incurred
certain obligations to finance redevelopment activities within and for the benefit of the
Redevelopment Projects, of which the following remain outstanding:
(a) A loan agreement, dated as of January 1, 1990, by and among the Baldwin
Park Financing Authority (the "Authority"), the Former Agency and Security Pacific
National Bank (the "1990 Loan"), since succeeded by U.S. Bank National Association, as
trustee (the "Trustee"), securing the Authority's Baldwin Park Public Financing
Authority Revenue (Tax Allocation) Bonds, 1990 Series A (the "1990 Authority Bonds"),
(b) A loan agreement, dated as of April 1, 1998, by and among the Authority, the
Former Agency and the Trustee (the "1998 Loan"), securing the Authority's Baldwin
Park Financing Authority San Gabriel River Tax Allocation Bonds (Refunding and
Housing Projects), Series 1998 (the "1998 Authority Bonds"),
(c) The Baldwin Park Redevelopment Agency Merged Redevelopment Project
2000 Tax Allocation Refunding Bonds (the "2000 Bonds"), and
(d) A loan agreement, dated as of December 1, 2003, by and among the
Authority, the Former Agency and the Trustee (the "2003 Loan" and, with the 1990
Loan, the 1998 Loan and the 2000 Bonds, the "Former Agency Obligations"), securing
the Authority's Baldwin Park Public Financing Authority Sales Tax and Tax Allocation
Refunding Bonds (Puente Merced Redevelopment Project), Series 2003 (the "2003
Authority Bonds");
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding bonds
pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the California Government Code (the "Refunding Law") for the purpose of achieving
debt service savings within the parameters set forth in section 34177.5(a)(1) (the "Savings
Parameters");
WHEREAS, to provide moneys to refund the Prior Agency Indebtedness (and, thereby
to also refund the 2003 Authority Bonds), the Successor Agency determined in its Resolution
No. SA 2017-009 to issue the Bonds, designated as the Successor Agency to the Dissolved
Community Development Commission of the City of Baldwin Park, Tax Allocation Refunding
Bonds, Series 2017, under the provisions of section 34177.5 of the Law and Article 11
(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California
Government Code (collectively, the "Refunding Bond Law"), so long as the requirements of
section 34177.5(a) of the Law are satisfied in connection with the refunding transaction;
WHEREAS, on January 24, 2017, the Oversight Board of the Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin Park (the "Oversight
Board") adopted Resolution No,,,,,,,,,,,,,,_,,m„m,m,.......... _, pursuant to which the Oversight Board approved
the issuance of the Bonds, and approved the other actions of the Successor Agency
contemplated by the Successor Agency's Resolution No. , adopted on January 18, 2017;
and
WHEREAS, on . ...................... ___
2017, the Successor Agency submitted the Oversight Board's
Resolution No. _,,m _, _, to the California Department of Finance (the "DOF") for approval
pursuant to section 34179(h) of the Law; and
WHEREAS, on 2017, the DOF provided a letter to the Successor Agency
approving the Oversight Board's Resolution No. conditioned upon the Bonds satisfying
the requirements of section 34177.5(a) of the Law; and
WHEREAS, section 34177.5(f) of the Law provides, in relevant part, that "If, under the
authority granted to it by subdivision (h) of section 34179, the Department of Finance either
reviews and approves or fails to request review within five business days of an oversight board
approval of an action authorized by this section, the scheduled payments on the bonds or other
indebtedness shall be listed in the Recognized Obligation Payment Schedule and shall not be
subject to further review and approval by the department or the Controller"; and
WHEREAS, the total net interest cost to maturity of the Bonds plus the principal amount
of the Bonds will not exceed the total net interest cost to maturity of the Prior Agency
N
Indebtedness to be refunded plus the principal amount of the Prior Agency Indebtedness to be
refunded; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and
secured and to secure the payment of the principal thereof and interest and redemption
premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the
execution and delivery of this Indenture; and
WHEREAS, the Successor Agency has determined that all acts and proceedings required
by law necessary to make the Bonds when executed by the Successor Agency and authenticated
and delivered by the Trustee, the valid, binding and legal special obligations of the Successor
Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms, have been done or taken.
AGREEMENT:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and the interest and redemption premium (if any) on all the Bonds
issued and Outstanding under this Indenture, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth,
and to declare the terms and conditions upon and subject to which the Bonds are to be issued
and received, and in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for
other valuable considerations, the receipt of which is hereby acknowledged, the Successor
Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the
respective Owners from time to time of the Bonds, as follows:
-3-
.
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01 Findin . and D te rininations. The Successor Agency has reviewed all
proceedings heretofore taken and has found, as a result of such review, and hereby finds and
determines that all things, conditions and acts required by law to exist, happen or be performed
precedent to and in connection with the issuance of the Bonds do exist, have happened and
have been performed in due time, form and manner as required by law, and the Successor
Agency is now duly empowered, pursuant to each and every requirement of law, to issue the
Bonds in the manner and form provided in this Indenture.
Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this
Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any
certificate, opinion or other document herein mentioned, have the meanings herein specified.
"Agency' means the former Dissolved Community Development Commission of the
City of Baldwin Park.
"Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on
the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding
Bonds and Parity Debt are retired as scheduled, and (b) the principal or sinking fund amount of
the Outstanding Bonds and Parity Debt payable by their terms in such Bond Year.
"Authority" means the Baldwin Park Financing Authority,
"Bonds" means the $ Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017, and, when the context requires, any Parity Debt.
"Bond Year" means any twelve-month period beginning on September 2 in any year and
ending on the next succeeding September 1, both dates inclusive, except that the first Bond Year
shall begin on the Closing Date, and end on September 1, 2017.
"Business Day" means a day of the year, other than a Saturday or Sunday, on which
banks in Los Angeles and San Francisco, California, are not required or permitted to be closed
and on which the New York Stock Exchange is not closed.
"City" means the City of Baldwin Park, California.
"Closing Date" ineans April J 2017, being the date on which the Bonds are delivered by
the Successor Agency to the original purchaser thereof.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable temporary and
,.4
final regulations promulgated, and applicable official public guidance published, under the
Code.
"Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery
of the Bonds, including but not limited to printing expenses, operating expenses, rating agency
fees, filing and recording fees, initial fees and charges and first annual administrative fee of the
Trustee and fees and expenses of its counsel, fees, charges and disbursements of attorneys,
financial advisors, fiscal consultants, accounting firms, consultants and other professionals, fees
and charges for preparation, execution and safekeeping of the Bonds, and any other cost, charge
or fee in connection with the original issuance of the Bonds.
"County" means the County of Los Angeles, California.
"Costs of Issuance Fund" means the fund by that name established and held by the
Trustee pursuant to Section 3.03.
"Date of Taxability" means the date from and for which interest on the Bonds is subject to
federal income taxation as a result of a Determination of Taxability.
"Debt Service Fund" means the fund by that name established and held by the Trustee
pursuant to Section 4.03.
"Default Rate" means % per annum based on a 360 -day year of twelve thirty day
months.
"Defeasance Obligations" means any one or more of the following:
(a) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series - "SLGS").
(b) Direct obligations of the Treasury which have been stripped by the
Treasury itself.
(c) Resolution Funding Corp. (REFCORP) - Only the interest component of
REFCORP strips which have been stripped by request to the Federal Reserve Bank of
New York in book entry form are acceptable.
S&P
(d) Pre -refunded municipal bonds rated both Aaa by Moody's and AAA by
0
(e) Obligations issued by the following agencies which are backed by the full
faith and credit of the United States:
1) U.S. Export -Import Bank (Eximbank)
i. Direct obligations or fully guaranteed certificates of
beneficial ownership
2) Federal Financing Bank
3) General Services Administration
i. Participation certificates
4) U.S. Department of Housing and Urban Development (HUD)
i. Project Notes
ii. Local Authority Bonds
iii. New Communities Debentures - U.S. government
guaranteed debentures
iv. U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds
"Determination of Taxability" means any determination, decision, or decree made by the
Commissioner or any District Director of the Internal Revenue Service, or by any court of
competent jurisdiction, that as a result of any actions or omissions or the Successor Agency or
the Former Agency with respect to the Bonds the interest payable on the is includable in the
gross income for federal income tax purposes of the Owner, provided, however, that no such
Determination of Taxability shall be deemed to have occurred if the Successor Agency is
contesting such determination in good faith and is diligently proceeding to prosecute such
contest until the earliest of (a) a final determination from which no appeal may be taken with
respect to such determination, or (b) abandonment of such appeal by the Successor Agency.
"Dissolution Act" means Parts 1.8 (commencing with section 34161) and 1.85
(commencing with section 34170) of Division 24 of the California Health and Safety Code, as
amended.
"EscrOw Agreements" means, collectively, the 1990 Escrow Agreement, the 1998 Escrow
Agreement, the 2000 Escrow Agreement and the 2003 Escrow Agreement.
"Escrow Bank" means U.S. Bank National Association, as escrow bank under the Escrow
Agreements, or any successor thereto appointed as escrow bank thereunder.
"Event of Default" means any of the events described in Section 8.01.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Market Value' means the acquisition price in a bona fide arms length
transaction (as referenced above) if (a) the investment is a certificate of deposit that is acquired
in accordance with applicable regulations under the Code, (b) the investment is an agreement
with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply
contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Code, or (c) the investment is a United States Treasury Security --State and
Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt.
"Fiscal Year" means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve month
period selected and designated by the Successor Agency to the Trustee in writing as its official
fiscal year period.
"Indenture" means this Indenture of Trust, by and between the Successor Agency and
the Trustee, as originally entered into or as it may be amended or supplemented by any
Supplemental Indenture entered into pursuant to the provisions hereof.
"Independent Accountant" means any accountant or firm of such accountants duly
licensed or registered or entitled to practice and practicing as such under the laws of the State,
appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and
not under domination of the Successor Agency; (b) does not have any substantial interest, direct
or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an
officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
"Independent Financial Consultant" means any financial consultant or firm of such
consultants appointed by the Successor Agency, and who, or each of whom: (a) is in fact
independent and not under domination of the Successor Agency; (b) does not have any
substantial interest, direct or indirect, with the Successor Agency, other than as original
purchaser of the Bonds or any Parity Debt; and (c) is not connected with the Successor Agency
as an officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
"Independent Redevelopment Consultant" means any consultant or firm of such consultants
appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor
Agency to have experience in matters relating to the collection of Tax Revenues or otherwise
with respect to the financing of redevelopment projects; (b) is in fact independent and not under
domination of the Successor Agency; (c) does not have any substantial interest, direct or
indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as an
officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
M
"Interest Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(a).
"Interest Payment Date" means March 1 and September 1 in each year, commencing
September 1, 2017, so long as any of the Bonds remain Outstanding hereunder.
"Lazo" means the Community Redevelopment Law of the State, constituting Part 1 of
Division 24 of the California Health and Safety Code, and the acts amendatory thereof and
supplemental thereto.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest Annual
Debt Service for the current or any future Bond Year following the anticipated issuance of
Bonds and Parity Debt.
"Material Adverse Effect" means an event or occurrence which adversely affects in a
material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities
or operations of the Successor Agency, (b) the ability of the Successor Agency to carry out its
business in the manner conducted as of the date of this Indenture or to meet or perform its
obligations under this Indenture on a timely basis, (c) the validity or enforceability of this
Indenture , or (d) the exclusion of interest on the Bonds from gross income for federal income
tax purposes or the exemption of such interest for state income tax purposes.
"Material Litigation" means any action, suit, proceeding, inquiry or investigation against
the Successor Agency in any court or before any arbitrator of any kind or before or by any
Governmental Authority, (i) if determined adversely to the Successor Agency, may have a
Material Adverse Effect, (ii) seek to restrain or enjoin any of the transactions contemplated by
this Indenture, or (iii) may adversely affect (A) the exclusion of interest on the Bonds from gross
income for federal income tax purposes or the exemption of such interest for state income tax
purposes or (B) the ability of the Successor Agency to perform its obligations under this
Indenture.
"Moody's" means Moody's Investors Service, its successors and assigns.
"Negotiated Pass -Through Amounts" means amounts paid to affected taxing agencies
pursuant to the Pass -Through Agreements.
"1990 Authority Bonds" means the Baldwin Park Public Financing Authority Revenue
(Tax Allocation) Bonds, 1990 Series A, originally issued in the principal amount of $14,205,000,
of which $1,765,000 principal amount remains outstanding.
"1990 Escrow Agreement" means that certain Escrow Agreement, dated as of April 1,
2017, by and among the Successor Agency, the Authority and the Escrow Bank, pursuant to
which provision will be made for the defeasance of the 1990 Authority Bonds and a sufficient
amount will be deposited in the Escrow Fund to redeem all outstanding 1990 Authority Bonds
in full on,,,m,m,m,m,.... ,._,,., 2017, at the price of 100% of the principal amount thereof, plus accrued
interest. The refunding of the 1990 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 1990 Loan.
"1990 Escrow Fund" means the Escrow Fund held by the Escrow Bank under and
pursuant to the 1990 Escrow Agreement.
"1990 Loan" means the loan to the Agency under the 1990 Loan Agreement.
"1990 Loan Agreement" means the loan agreement, dated as of January 1, 1990, by and
among the Authority, the Former Agency and Security Pacific National Bank, since succeeded
by the Trustee, securing the 1990 Authority Bonds.
"1998 Authority Bonds" means the Baldwin Park Financing Authority San Gabriel River
Tax Allocation Bonds (Refunding and Housing Projects), Series 1998, originally issued in the
principal amount of $11,875,000, of which $2,055,000principal amount remains outstanding.
"1998 Escrozv Agreement" means that certain Escrow Agreement, dated as of April 1,
2017, by and among the Successor Agency, the Authority and the Escrow Bank, pursuant to
which provision will be made for the defeasance of the 1998 Authority Bonds and a sufficient
amount will be deposited in the Escrow Fund to redeem all outstanding 1998 Authority Bonds
in full on.. ..___._.,,....,,,,., 2017, at the price of 100% of the principal amount thereof, plus accrued
interest. The refunding of the 1998 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 1998 Loan.
"1998 Escrozv Fund" means the Escrow Fund held by the Escrow Bank under and
pursuant to the 1998 Escrow Agreement.
"1998 Loan" means the loan to the Agency under the 1998 Loan Agreement.
"1998 Loan Agreement" means the loan agreement, dated as of April 1, 1998, by and
among the Authority, the Former Agency and the Trustee, securing the 1998 Authority Bonds.
"Original Purchaser" means , the original purchaser of the Bonds upon
their delivery by the Trustee on the Closing Date.
"Outstanding" when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 9.05) all Bonds except: (a) Bonds theretofore canceled by the
Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been
paid within the meaning of Section 10.03; and (c) Bonds in lieu of or in substitution for which
other Bonds shall have been authorized, executed, issued and delivered by the Successor
Agency pursuant hereto.
"Oversight Board" means the oversight board of the Successor Agency duly constituted
from time to time pursuant to section 34179 of the Dissolution Act.
"Ozvner" or "Bondozvner" or "Bond Ozvner" means, with respect to any Bond, the person
in whose name the ownership of such Bond shall be registered on the Registration Books.
M
"Parity Debt" means any loans, advances or indebtedness issued or incurred by the
Successor Agency and secured by a pledge of the Tax Revenues on a parity with the Bonds
pursuant to Section 3.04.
"Pass -Through Agreements" means, collectively, (a) that certain Agreement for
Reimbursement of Tax Increment Funds, dated October 13, 1982, by and among the Former
Agency, the City, the County and the Consolidated Fire Protection District (the "Fire District"),
(b) that certain Agreement for Reimbursement of Tax Increment Funds, dated November 1,
1983, by and among the Former Agency, the City, the County and the Fire District, (c) that
certain Agreement for Allocation and Distribution of Tax Increment Funds, dated November 6,
1984, by and among the Former Agency, the City, the County and the Fire District, and (d) that
certain Agreement for Reimbursement of Tax Increment Funds, dated March 4, 1987, by and
among the Former Agency, the City, the County and the Fire District.
"Permitted Investments" means the following, but only to the extent that the same are
acquired at Fair Market Value:
(a) Direct obligations of the United States of America (including obligations issued
or held in book -entry form on the books of the Department of the Treasury) or obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America.
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following federal agencies and provided such obligations are backed by the full
faith and credit of the United States of America (stripped securities are only permitted if they
have been stripped by the agency itself):
(1) U.S. Export -Import Bank (Eximbank)
i. Direct obligations or fully guaranteed certificates of beneficial
ownership
(2) Federal Financing Bank
(3) Federal Housing Administration Debentures (FHA)
(4) General Services Administration
L Participation certificates
(5) General Services Administration
i. GNMA- guaranteed mortgage-backed bonds
ii. GNMA - guaranteed pass-through obligations
iii. not acceptable for certain cash-flow sensitive issues
-10-
(6) Bonds or notes issued by any state or municipality whose underlying
ratings from Moody's and S&P are in the highest rating categories assigned by such
agencies.
i. Project Notes
ii. Local Authority Bonds
iii. New Communities Debentures - U.S. government guaranteed
debentures
iv. U.S. Public Housing Notes and Bonds- U.S. government
guaranteed public housing notes and bonds
(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following non -full faith and credit U.S. government agencies (stripped securities
are only permitted if they have been stripped by the agency itself):
(1) Federal Home Loan Bank System Senior debt obligations
(2) Resolution Funding Corp. (REFCORP) obligations
(3) Farm Credit System Consolidated system wide bonds and notes
(d) Certificates of deposit secured at all times by collateral described in (a) and/or
(b) above. Such certificates must be issued by commercial banks, savings and loan associations
or mutual savings banks. The collateral must be held by a third party and the Bondholders must
have a perfected first security interest in the collateral.
(e) Certificates of deposit, savings accounts, deposit accounts or money market
deposits which are fully insured by FDIC, including BIT and SAIF.
(f) Bonds or notes issued by any state or municipality whose underlying ratings
from Moody's and S&P are in the highest rating categories assigned by such agencies.
(g) Federal funds or bankers acceptances with a maximum term of one year of any
bank which has an unsecured, uninsured and unguaranteed obligation rating of Prime- 1 or A3
or better by Moody's and A-1 or A or better by S&P.
(h) Repurchase Agreements for 30 days or less, subject to the following criteria:
(1) Repos must be between the municipal entity and a dealer bank or
securities firm
i. Primary dealers on the Federal Reserve reporting dealer list which
are rated A or better by S&P and Moody's, or
-11-
ii. Banks rated "A" or above by S&P and Moody's.
"Principal Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03.
"Principal Corporate Trust Office" means such principal corporate trust office of the
Trustee as may be designated from time to time by written notice from the Trustee to the
Successor Agency, initially being at 633 West Fifth Street, 29th Floor, Los Angeles, CA 90071,
Attention: Global Corporate Trust Services; except that, with respect to presentation of Bonds
for payment or for registration of transfer and exchange, such term shall mean the office or
agency of the Trustee at which, at any particular time, its corporate trust agency business shall
be conducted initially in St. Paul, Minnesota.
"Rating Category" means any generic rating category of Moody's or S&P, without regard
to any refinement of such category by plus or minus sign or by numerical or other qualifying
designation.
"Recognized Obligation Payment Schedule" means a Recognized Obligation Payment
Schedule, prepared and approved from time to time pursuant to subdivision (1) of section 34177
of the Dissolution Act.
"Record Date" means, with respect to any Interest Payment Date, the close of business on
the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether
or not such fifteenth (15th) calendar day is a Business Day.
"Redemption Account" means the account by that name established and held by the
Trustee pursuant to Section 4.03.
"Redevelopment Obligation Retirement Fund" means the fund by that name referenced in
Section 4.02 of this Indenture.
"Redevelopment Projects" has the meaning given to such term in the second and third
Recitals to this Indenture.
"Refunding Bond Lazu" means, collectively, section 34177.5(a)(1) of the Law and Section
53580 et seq. of the California Government Code
"Registration Books" means the records maintained by the Trustee pursuant to Section
2.08 for the registration and transfer of ownership of the Bonds.
"Report" means a document in writing signed by an Independent Financial Consultant
or an Independent Redevelopment Consultant and including: (a) a statement that the person or
firm making or giving such Report has read the pertinent provisions of this Indenture to which
such Report relates; (b) a brief statement as to the nature and scope of the examination or
investigation upon which the Report is based; and (c) a statement that, in the opinion of such
person or firm, sufficient examination or investigation was made as is necessary to enable said
-12-
consultant to express an informed opinion with respect to the subject matter referred to in the
Report.
"Responsible Office" means any Vice President, Assistant Vice President or Trust Officer
of the Trustee with responsibility for matters related to this Indenture.
"S&P" means S&P Global Ratings Services, a Standard & Poor's Financial Services LLC
business, its successors and assigns.
"Sinking Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03.
"State" means the State of California.
"Statutory Pass -Through Amounts" means all amounts required to be paid to affected
taxing agencies pursuant to Sections 33607.5 and/or 33607.7 of the Law.
"Successor Agency" means the Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park, as successor to the Agency, being a
public body corporate and politic duly organized and existing under the Law.
"Supplemental Indenture" means any resolution, agreement or other instrument which
has been duly adopted or entered into by the Successor Agency, but only if and to the extent
that such Supplemental Indenture is specifically authorized hereunder.
"Tax Revenues" means the moneys deposited from time to time in the Redevelopment
Property Tax Trust Fund established pursuant to subdivision (c) of section 34172 of the Law, as
provided in section 34183 of the Law, excluding (a) Statutory Pass -Through Amounts, and (b)
Negotiated Pass -Through Amounts. If, and to the extent, that the provisions of section 34172 of
the Law or section 34183 of the Law are invalidated by a final judicial decision, then Tax
Revenues shall include all tax revenues allocated to the payment of indebtedness of the
Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect
at the time providing for the allocation of tax increment revenues to the Successor Agency in
accordance with Article XVI, Section 16 of the California Constitution.
"Taxable Rate" means % per annum based on a 360 -day year of twelve thirty day
months.
"Term Bonds" means any Parity Debt the principal thereof is payable from sinking fund
installments.
"Trustee" means U.S. Bank National Association, as trustee hereunder, or any successor
thereto appointed as trustee hereunder in accordance with the provisions of Article VI.
"2000 Bonds" means the Baldwin Park Redevelopment Agency Merged Redevelopment
Project 2000 Tax Allocation Refunding Bonds, originally issued in the principal amount of
$10,215,000, of which $8,430,000 principal amount remains outstanding.
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"2000 Escrozu Agreement" means that certain Escrow Agreement, dated as of April 1,
2017, by and between the Successor Agency and the Escrow Bank, pursuant to which provision
will be made for the defeasance of the 2000 Bonds and a sufficient amount will be deposited in
the Escrow Fund to redeem all outstanding 2000 Bonds in full on ,.., „ 2017, at the price
of 100% of the principal amount thereof, plus accrued interest.
"2000 Escrow Fund" means the Escrow Fund held by the Escrow Bank under and
pursuant to the 2000 Escrow Agreement.
"2003 Authority Bonds" means the Baldwin Park Public Financing Authority Sales Tax
and Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series 2003,
originally issued in the principal amount of $6,265,000, of which $2,280,000 principal amount
remains outstanding.
"2003 Escrozu Agreement" means that certain Escrow Agreement, dated as of April 1,
2017, by and among the Successor Agency, the Authority and the Escrow Bank, pursuant to
which provision will be made for the defeasance of the 2003 Authority Bonds and a sufficient
amount will be deposited in the Escrow Fund to redeem all outstanding 2003 Authority Bonds
in full on , 2017, at the price of 100% of the principal amount thereof, plus accrued
interest. The refunding of the 2003 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 2003 Loan.
"2003 Escrozu Fund" means the Escrow Fund held by the Escrow Bank under and
pursuant to the 2003 Escrow Agreement.
"2003 Loan" means the loan to the Agency under the 2003 Loan Agreement.
"2003 Loan Agreement" means the loan agreement, dated as of December 1, 2003, by and
among the Authority, the Former Agency and the Trustee, securing the 2003 Authority Bonds.
"Written Request of the Successor Agency" or "Written Certificate of the Successor Agency"
means a request or certificate, in writing signed by the Chair, the Executive Director or the
Treasurer of the Successor Agency or by any other officer of the Successor Agency duly
authorized by the Successor Agency for that purpose.
Section 1.03. Rules ..
ules of Construction. All references herein to "Articles," "Sections" and
.............................
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture,
and the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01. Authorizationf Bonds. The Bonds in the aggregate principal amount of
._ ..... o .............
____, dollars ($_ ) are hereby authorized to be issued by the Successor
Agency under and subject to the terms of this Indenture and the Refunding Bond Law. This
Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to
be issued hereunder and then Outstanding to secure the full and final payment of principal and
redemption premiums (if any) and the interest on all Bonds which may from time to time be
executed and delivered hereunder, subject to the covenants, agreements, provisions and
conditions herein contained. The Bonds shall be designated the "Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin Park Tax Allocation
Refunding Bonds, Series 2017."
Section 2.02. Terms of Bonds.
(a) The Bonds shall be issued in fully registered form without coupons in the
denomination of $5,000 or any integral multiple thereof. The Bonds shall mature on September
1, 2030, and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day
months) at the rate of % per annum; provided, hozvever, that so long as an Event of Default
shall have occurred and is continuing, the interest rate may, at the option of the Owner, be
increased to the Default Rate and provided further, hozvever, from and after the Date of Taxability
following a Determination of Taxability, the interest rate shall be increased to the Taxable Rate.
(b) Interest on the Bonds (including the final interest payment upon maturity or earlier
redemption) shall be payable on each Interest Payment Date to the person whose name appears
on the Registration Books as the Owner thereof as of the Record Date immediately preceding
each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first
class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such
Owner as it appears on the Registration Books as of such Record Date; provided hozvever, that
payment of interest may be by wire transfer to an account in the United States of America to
any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who
shall furnish written wire instructions to the Trustee on or before the applicable Record Date.
Such instructions shall remain in effect until rescinded in writing by the Owner. Principal of
and redemption premium (if any) on any Bond shall be paid upon presentation and surrender
thereof, at maturity or redemption, at the Principal Corporate Trust Office. Both the principal of
and interest and premium (if any) on the Bonds shall be payable in lawful money of the United
States of America.
(c) The Bonds shall be dated as of their date of delivery and shall bear interest from the
Interest Payment Date next preceding the date of authentication thereof, unless (a) it is
authenticated after a Record Date and on or before the following Interest Payment Date, in
which event it shall bear interest from such Interest Payment Date; or (b) the Bonds are
authenticated on or before August 15, 2017, in which event they shall bear interest from their
-15-
date of delivery; provided, however, that if, as of the date of authentication of the Bonds, interest
thereon is in default, the Bonds shall bear interest from the Interest Payment Date to which
interest has previously been paid or made available for payment thereon.
(d) Notwithstanding anything herein to the contrary, so long as the Bonds are owned by
the Original Purchaser, (i) the Trustee shall pay principal of and interest and redemption
premium on the Bonds when due by wire transfer in immediately available funds to the
Original Purchaser in accordance with wire transfer instructions set forth below (or such other
wire instructions as shall be filed by the Original Purchaser with the Trustee from time to time),
(ii) payments of principal on the Bonds shall be made without the requirement for presentation
and surrender of the Bonds by the Original Purchaser, and (iii) the Trustee shall not be required
to give notice to the Original Purchaser of the redemption of Bonds under Section 2.03(b):
(e) Notwithstanding anything herein to the contrary, if any Interest Payment Date is not
a Business Day, payments of principal and interest shall be due on the next succeeding Business
Day with the same force and affect as if such payments were made on the Interest Payment
Date.
Section 2.03 Redelmil tic-a��, of Bonds.
(a) Optional Redemption. The Bonds are subject to redemption, at the option of the
Successor Agency on any date on or after September 1, , as a whole or in part, by such
maturities as shall be determined by the Successor Agency (and, in lieu of such determination,
pro rata among maturities), and by lot within a maturity, from any available source of funds, at a
redemption price equal to the principal amount thereof, together with accrued interest to the
date fixed for redemption, without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention
to redeem Bonds under this subsection (a) with a designation of the maturities to be redeemed
at least forty-five (45) (or such lesser number of days as acceptable to the Trustee, in the sole
discretion of the Trustee), but not more than seventy-five (75) days, prior to the date fixed for
such redemption.
(b) Sinking Account Redemption. The Bonds are subject to mandatory redemption from
Sinking Account payments set forth in the following schedule on September 1, 2017, and on
each September 1 thereafter to and including September 1, 2030, at a redemption price equal to
the principal amount thereof to be redeemed (without premium), together with interest accrued
thereon to the date fixed for redemption. If any Sinking Account redemption date is not a
Business Day, such payment shall be made on the next succeeding Business Day with the same
force and affect as if such payment was made on the Sinking Fund redemption date.
girls
Redemption Date Principal
(September 1) Amount
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030t
t Maturity.
(c) Notice of Redemption. The Trustee on behalf of and at the expense of the Successor
Agency will mail (by first class mail, postage prepaid) notice of any redemption at least thirty
(30) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any
Bonds designated for redemption at their respective addresses appearing on the Registration
Books, and (ii) to the Securities Depositories and to the Information Services designated in a
Written Request of the Successor Agency filed with the Trustee at the time the Successor
Agency notifies the Trustee of its intention to redeem Bonds; but such mailing will not be a
condition precedent to such redemption and neither failure to receive any such notice nor any
defect therein will affect the validity of the proceedings for the redemption of such Bonds or the
cessation of the accrual of interest thereon. Such notice will state the redemption date and the
redemption price, will designate the CUSIP number of the Bonds to be redeemed, state the
individual number of each Bond to be redeemed or state that all Bonds between two stated
numbers (both inclusive) or all of the Bonds Outstanding (or all Bonds of a maturity) are to be
redeemed, and will require that such Bonds be then surrendered at the Trust Office of the
Trustee for redemption at the said redemption price, giving notice also that further interest on
such Bonds will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any optional redemption of the Bonds
under paragraph (a) above, the notice of redemption may state that the redemption is
conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the
anticipated redemption date, and that the optional redemption shall not occur if, by no later
than the scheduled redemption date, sufficient moneys to redeem the Bonds have not been
deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the
scheduled optional redemption date to so redeem the Bonds to be optionally redeemed, such
event shall not constitute an Event of Default; the Trustee shall send written notice to the
Owners to the effect that the redemption did not occur as anticipated, and the Bonds for which
notice of optional redemption was given shall remain Outstanding for all purposes of this
Indenture.
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Upon the payment of the redemption price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of
such check or other transfer.
(d) Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the redemption price of and interest on the Bonds so called for redemption
shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled
to any benefit under this Indenture other than the right to receive payment of the redemption
price and accrued interest to the redemption date, and no interest shall accrue thereon from and
after the redemption date specified in such notice.
(e) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for
redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall
deem appropriate, and shall notify the Successor Agency thereof. All Bonds redeemed or
purchased pursuant to this Section 2.03 shall be canceled.
(f) Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the
redemption of Bonds and less than all Bonds then currently outstanding are called for
redemption, the Trustee will select Bonds for redemption from Bonds then currently
Outstanding and not previously called for redemption, at the written direction of the Successor
Agency in such order of maturity as shall be designated by the Successor Agency, and in the
absence of such direction, pro rata among maturities and by lot within a maturity. The Trustee
will promptly notify the Successor Agency in writing of the Bonds so selected for redemption.
Section 2.04. Form of Bonds. The Bonds, the form of Trustee's Certificate of
Authentication, and the form of Assignment to appear thereon, shall be substantially in the
form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Indenture.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Successor
Agency by the signature of its Chair or its Executive Director and the signature of its Secretary
who are in office on the date of execution and delivery of this Indenture or at any time
thereafter. Either or both of such signatures may be made manually or may be affixed by
facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer
before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective
as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any
Bond may be signed and attested on behalf of the Successor Agency by such persons as at the
actual date of the execution of such Bond shall be the proper officers of the Successor Agency
although on the date of such Bond any such person shall not have been such officer of the
Successor Agency.
Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form
hereinafter set forth, manually executed and dated by the Trustee, shall be valid or obligatory
for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be
conclusive evidence that such Bonds have been duly authenticated and delivered hereunder
M
and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued
pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of
Authentication executed and dated by the Trustee, may be initially registered by the Trustee,
and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be
entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and
delivered hereunder.
Section 2.06. Transfer of Bonds.
(a) The Bonds may, in accordance with its terms, be transferred, upon the Registration
Books, by the person in whose name it is registered, in person or by a duly authorized attorney
of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust
Office for cancellation, accompanied by delivery of a written instrument of transfer in a form
acceptable to the Trustee, duly executed. Whenever any Bonds shall be surrendered for
registration of transfer, the Successor Agency shall execute and the Trustee shall deliver a new
Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized
denominations. The Trustee shall collect from the Owner any tax or other governmental charge
on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any
services rendered or expenses incurred by the Trustee in connection with any transfer shall be
paid by the Successor Agency.
The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a)
any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.
(b) Ownership of the Bonds may be transferred in whole only, but only to a person or
persons that the Owner reasonably believes is either:
(i) a qualified institutional buyer within the meaning of Rule 144A promulgated
under the Securities Act of 1933, as amended,
(ii) an accredited investor as defined in Section 501(a)(1), (2), (3) or (7) of
Regulation D promulgated under the Securities Act of 1933, as amended, or
(iii) a trust, partnership, custodial arrangement or similar entity, interests in
which are offered and sold in a private placement or limited offering only to qualified
institutional buyers or accredited investors;
in each case that executes and delivers to the Trustee an investor letter in substantially the form
attached hereto as Exhibit B.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate
Trust Office for a like aggregate principal amount of Bonds of other authorized denominations
of the same series, interest rate and maturity. The Trustee shall collect any tax or other
governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of
printing Bonds and any services rendered or expenses incurred by the Trustee in connection
with any exchange shall be paid by the Successor Agency.
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The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a)
any Bonds during the fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption.
Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its
Principal Corporate Trust Office, sufficient records for the registration and registration of
transfer of the Bonds, which shall at all times during normal business hours be open to
inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon
presentation for such purpose, the Trustee shall, under such reasonable regulations as it may
prescribe, register or transfer or cause to be registered or transferred, on the Registration Books
Bonds as hereinbefore provided.
Section 2.09 1 enipora.ry Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such denominations as may be determined by
the Successor Agency, and may contain such reference to any of the provisions of this Indenture
as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon
the same conditions and in substantially the same manner as the definitive Bonds. If the
Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without
delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange
therefor at the Principal Corporate Trust Office, and the Trustee shall deliver in exchange for
such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized
denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds
shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds
authenticated and delivered hereunder.
Section 2.10 Bonds 11!lutilMed Lost, I) ed or Stoletr. If any Bond shall become
mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and
the Trustee shall thereupon deliver, a new Bond of like tenor and amount in exchange and
substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so
mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any
Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be
submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to both
and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the
Owner, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and
amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such
Bond has matured or has been called for redemption, instead of issuing a substitute Bond, the
Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to
the Trustee and the Successor Agency). The Successor Agency may require payment by the
Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this
Section 2.10 and of the expenses which may be incurred by the Successor Agency and the
Trustee in the premises. Any Bond issued under the provisions of this Section 2.10 in lieu of any
Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost,
destroyed or stolen be at any time enforceable by anyone, and shall be equally and
proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to
this Indenture.
-20-
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT
Section 3.01. Issuance of 13ojids. Upon the execution and delivery of this Indenture, the
Successor Agency shall execute and deliver to the Trustee Bonds in the aggregate principal
amount of dollars ($_ ) and the Trustee shall authenticate and deliver
the Bonds upon the Written Request of the Successor Agency.
pp of Proceeds of Sale. Upon the receipt of the proceeds of the sale
Section 3.02. A hcation
of the Bonds on the Closing Date of (being the principal amount of the Bonds of
$ ..... m,m .00) the Trustee shall apply the proceeds of sale thereof as follows:
(a) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund;
(b) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit in
the 1990 Escrow Fund;
(c) The Trustee shall transfer the amount of $
the 1998 Escrow Fund
(d) The Trustee shall transfer the amount of $
the 2000 Escrow Fund; and
(e) The Trustee shall transfer the amount of $,
the 2003 Escrow Fund.
to the Escrow Bank for deposit in
to the Escrow Bank for deposit in
to the Escrow Bank for deposit in
The Trustee may establish, as it deems necessary, a temporary fund or account on its
records to facilitate the deposits and transfers set forth herein.
Section 3.03. Costs of Issuance ITFund. There is hereby established a separate fund to be
known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys
in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to
pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating
the person to whom payment is to be made, the amount to be paid, the purpose for which the
obligation was incurred and that such payment is a proper charge against said fund. On the
date six months following the Closing Date, or upon the earlier Written Request of the
Successor Agency stating that all known Costs of Issuance have been paid, all amounts, if any,
remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and
transferred to the Interest Account, and the Trustee shall then close the Costs of Issuance Fund.
Section 3.04. Issuance of Parity Debt,. In addition to the Bonds, the Successor Agency
may issue or incur Parity Debt to refund all or any portion of the Bonds, or previously issued
Parity Debt, in each case in such principal amount as shall be determined by the Successor
Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the
Successor Agency and Trustee if (a) the Successor Agency is in compliance with all covenants
-21-
set forth in this Indenture, and (b) the Parity Debt is in compliance with the requirements of
section 34177.5(a)(1) of the Dissolution Act.
The Supplemental Indenture providing for the issuance of the Parity Debt shall provide
that:
(a) Interest on the Parity Debt is payable on March 1 and September 1 in each year of the
term thereof;
(b) The principal of the Parity Debt is payable on September 1 in any year in which
principal is payable;
(c) The trustee for the Parity Debt is the same entity which performs the duties of
Trustee for the Bonds; and
(d) A reserve account may, but shall not be required to, be established for the Parity
Debt.
Section 3.05 Vali i cal' lgnd,�. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion to the Community Redevelopment Project
or upon the performance by any person of his obligation with respect to the Redevelopment
Project.
on
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of 6 r�I_sEqual Security. Except as provided in Sections 4.02 and
6.06, the Bonds and any Parity Debt shall be equally secured (a) by a pledge of, security interest
in and lien on all of the Tax Revenues excluding the Tax Revenues distributed on January 2 in
each Bond Year not required for debt service on the Bonds on March 1 of such year, but
including all Tax Revenues distributed on January 2 in each Bond Year to be reserved for 50% of
the September 1 payment of principal on the Bonds in such Bond Year; and (b) by a first and
exclusive pledge and lien upon all of the moneys in the Redevelopment Obligation Retirement
Fund without preference or priority for series, issue, number, dated date, sale date, date of
execution or date of delivery. Except for the Tax Revenues, no funds or properties of the
Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or
interest or redemption premium (if any) on the Bonds.
In consideration of the acceptance of the Bonds by those who shall own the same from
time to time, this Indenture shall be deemed to be and shall constitute a contract between the
Successor Agency and the Trustee for the benefit of the Owners from time to time of the Bonds,
and the covenants and agreements herein set forth to be performed on behalf of the Successor
Agency shall be for the equal and proportionate benefit, security and protection of all Owners
of the Bonds without preference, priority or distinction as to security or otherwise of any of the
Bonds over any of the others by reason of the number or date thereof or the time of sale,
execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly
provided therein or herein.
Section 4.02.1 estevela�larr�c zit 0 ate) ..Retirement Fuggy f Dcp ,�t o �"a l�cm�r��7:` ue .
There has been established a special trust fund known as the "Redevelopment Obligation
Retirement Fund," which shall be held by the Successor Agency pursuant to section 34170.5 of
the Dissolution Act. There is hereby established a special trust fund known as the "Debt Service
Fund" and the accounts therein referred to below which shall be held by the Trustee. The
Successor Agency shall deposit all of the Tax Revenues (including for this purpose amounts
described in clause (c) of the definition thereof in Section 1.02) received in any Bond Year in the
Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor
Agency. Amounts in the Redevelopment Obligation Retirement Fund shall be promptly
transferred (a) to the Debt Service Fund established and held by the Trustee under this
Indenture until such time during such Bond Year as the amounts so transferred to the Debt
Service Fund hereunder equal the aggregate amounts required to be deposited by the Trustee
into the Interest Account, the Principal Account and the Redemption Account of the Debt
Service Fund in such Bond Year pursuant to Section 4.03 of this Indenture excluding the Tax
Revenues distributed on January 2 in each Bond Year not required for debt service on the Bonds
on March 1 of such year, but including all Tax Revenues distributed on January 2 in each Bond
Year to be reserved for 50% of the September 1 principal on the Bonds payable in such Bond
Year; and (b) for deposit in such Bond Year in the funds and accounts established with respect
to Parity Debt, as provided in any Supplemental Indenture. In the event that the amount of Tax
Revenues is not sufficient to pay the Bonds and any Parity Debt outstanding, any such
-23-
insufficiency shall be allocated among the Bonds and any Parity Debt on a pro rata basis (based
on the amount of debt service coming due during any such period of insufficiency).
Any Tax Revenues received during a Bond Year and held in the Redevelopment
Obligation Retirement Fund, to the extent remaining after making the foregoing transfers to the
Debt Service Fund and in respect of any Parity Debt in such Bond Year, shall be released from
the pledge and lien under this Indenture which secures the Bonds and any Parity Debt and may
be applied for any lawful purposes of the Successor Agency, including but not limited to
administrative costs of the Successor Agency.
Section 4.03. Deposit of Amounts _by Trustee. There are hereby created accounts within
the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the
Principal Account, the Sinking Account and the Redemption Account. Moneys in the Debt
Service Fund will be transferred by the Trustee in the following amounts at the following times,
for deposit by the Trustee in the following respective accounts within the Debt Service Fund, in
the following order of priority:
(a) Interest Account. On or before the fifth Business Day preceding each Interest Payment
Date or date of redemption of the Bonds, to the extent there are moneys available, the Trustee
shall transfer funds from the Debt Service Fund for deposit in the Interest Account an amount
which, when added to the amount contained in the Interest Account on that date, will be equal
to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds
and Parity Debt on such Interest Payment Date or date of redemption of the Bonds. No such
transfer and deposit need be made to the Interest Account if the amount contained therein is at
least equal to the interest to become due on the next succeeding Interest Payment Date upon all
of the Outstanding Bonds and Parity Debt or date of redemption of the Bonds of the interest
coming due on the Bonds to be redeemed. Subject to this Indenture, all moneys in the Interest
Account will be used and withdrawn by the Trustee solely for the purpose of paying the
interest on the Bonds and Parity Debt as it becomes due and payable (including accrued interest
on any Bonds and Parity Debt redeemed prior to maturity pursuant to this Indenture).
(b) Principal Account. On or before the fifth Business Day preceding each Interest
Payment Date, commencing with the Interest Payment Date occurring on September 1, 2017, to
the extent there are moneys available, the Trustee shall transfer funds from the Debt Service
Fund for deposit in the Principal Account an amount equal to one-half of the principal
payments becoming due and payable on Outstanding Bonds and Parity Debt on the next
September 1, to the extent monies on deposit in the Debt Service Fund are available therefor. No
such transfer and deposit need be made to the Principal Account if the amount contained
therein is at least equal to the principal payments to become due on the next September 1 on all
Outstanding Bonds and Parity Debt. Subject to this Indenture, all moneys in the Principal
Account will be used and withdrawn by the Trustee solely for the purpose of paying the
principal payments of the Bonds and Parity Debt as it becomes due and payable.
(c) Sinking Account. On or before the fifth Business Day preceding each Interest Payment
Date, commencing with the first such date on which principal (or any mandatory sinking
payment) is due on any Term Bonds, to the extent there are moneys available, the Trustee shall
transfer funds from the Debt Service Fund for deposit in the Sinking Account an amount equal
'.E
to one-half of the sinking account payments becoming due and payable on any Bonds and
Parity Debt that constitute Term Bonds on the next September 1, to the extent monies on deposit
in the Debt Service Fund are available therefor. No such transfer and deposit need be made to
the Sinking Account if the amount contained therein is at least equal to the sinking account
payments to become due on the next September 1 on all Outstanding Bonds and Parity Debt
that constitute Term Bonds. Subject to this Indenture, all moneys in the Sinking Account will be
used and withdrawn by the Trustee solely for the purpose of paying the aggregate principal
amount of the Term Bonds and term bonds relating to Parity Debt required to be redeemed on
such September 1 pursuant to the provisions of the document providing for the issuance of any
Parity Debt that constitutes Term Bonds.
(d) Redemption Account. On or before the fifth Business Day preceding any date on which
Bonds are to be optionally redeemed, the Trustee shall withdraw from the Debt Service Fund
and transfer to the Redemption Account an amount required to pay the principal of and
premium, if any, on the Bonds to be redeemed on such date, taking into account any funds then
on deposit in the Redemption Account. The Trustee shall also deposit in the Redemption
Account any other amounts received by it from the Successor Agency designated by the
Successor Agency in writing to be deposited in the Redemption Account. All moneys in the
Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of
paying the principal of and premium, if any, on the Bonds to be redeemed on the respective
dates set for such redemption.
SM
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Covenants of the Successor _Ap, As long as the Bonds are outstanding
and unpaid, the Successor Agency shall (through its proper members, officers, agents or
employees) faithfully perform and abide by all of the covenants, undertakings and provisions
contained in this Indenture or in any Bond issued hereunder, including the following covenants
and agreements for the benefit of the Bondowners which are necessary, convenient and
desirable to secure the Bonds and any Parity Debt; provided, however, that the covenants do not
require the Successor Agency to expend any funds other than the Tax Revenues:
(a) Use of Proceeds; Management and Operation of Properties. The Successor Agency
covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as
provided in this Indenture and that it will manage and operate all properties owned by it
comprising any part to the Redevelopment Projects in a sound and businesslike manner.
(b) No Priority. The Successor Agency covenants and agrees that it will not issue any
obligations payable, either as to principal or interest, from the Tax Revenues which have any
lien upon the Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by
Section 3.04 hereof, it will not issue any obligations, payable as to principal or interest, from the
Tax Revenues, which have any lien upon the Tax Revenues on a parity with the Bonds
authorized herein. Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Successor Agency (i) from issuing and selling pursuant to law, refunding obligations payable
from and having any lawful lien upon the Tax Revenues, if such refunding obligations are
issued for the purpose of, and are sufficient for the purpose of, refunding all of the Outstanding
Bonds and Parity Debt, (ii) from issuing and selling obligations which have, or purport to have,
any lien upon the Tax Revenues which is junior to the Bonds, or (iii) from issuing and selling
bonds or other obligations which are payable in whole or in part from sources other than the
Tax Revenues. As used herein "obligations" includes, without limitation, bonds, notes, interim
certificates, debentures or other obligations.
(c) Punctual Payment, The Successor Agency covenants and agrees that it will duly and
punctually pay or cause to be paid the principal of and interest on each of the Bonds on the
date, at the place and in the manner provided in the Bonds.
(d) Payment of Taxes and Other Charges. The Successor Agency covenants and agrees that
it will from time to time pay and discharge, or cause to be paid and discharged, all payments in
lieu of taxes, service charges, assessments or other governmental charges which may lawfully
be imposed upon the Successor Agency or any of the properties then owned by it in the
Redevelopment Project, or upon the revenues and income therefrom, and will pay all lawful
claims for labor, materials and supplies which if unpaid might become a lien or charge upon
any of the properties, revenues or income or which might impair the security of the Bonds or
the use of Tax Revenues or other legally available funds to pay the principal of and interest on
the Bonds, all to the end that the priority and security of the Bonds shall be preserved;
provided, however, that nothing in this covenant shall require the Successor Agency to make
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any such payment so long as the Successor Agency in good faith shall contest the validity of the
payment.
(e) Books and Accounts; Financial Statements. The Successor Agency covenants and agrees
that it will at all times keep, or cause to be kept, proper and current books and accounts
(separate from all other records and accounts) in which complete and accurate entries shall be
made of all transactions relating to the Redevelopment Project and the Tax Revenues and other
funds relating to the Redevelopment Project. The Successor Agency will prepare within one
hundred eighty (180) days after the close of each of its Fiscal Years a post -audit of the financial
transactions and records of the Successor Agency for the Fiscal Year to be made by an
Independent Certified Public Accountant appointed by the Successor Agency, and will furnish
a copy of the post -audit to the Trustee and any rating agency which maintains a rating on the
Bonds, and, upon written request, to any Bondowner. The Trustee shall have no duty to review
such post -audits.
(f) Eminent Domain Proceeds. The Successor Agency covenants and agrees that if all or
any part to the Community Redevelopment Project should be taken from it without its consent,
by eminent domain proceedings or other proceedings authorized by law, for any public or other
use under which the property will be tax exempt, it shall take all steps necessary to adjust
accordingly the base year property tax roll of the Redevelopment Projects.
(g) Protection of Security and Rights of Bond07vners. The Successor Agency covenants and
agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and
to contest by court action or otherwise (i) the assertion by any officer of any government unit or
any other person whatsoever against the Successor Agency that (A) the Law is unconstitutional
or (B) that the Tax Revenues pledged under this Indenture cannot be paid to the Successor
Agency for the debt service on the Bonds or (ii) any other action affecting the validity of the
Bonds or diluting the security therefor, including, with respect to the Tax Revenues, the senior
lien position of the Bonds to the Statutory Pass -Through Agreements.
(h) Tax Covenants. The Successor Agency covenants and agrees to contest by court action
or otherwise any assertion by the United States of America or any departments or agency
thereof that the interest received by the Bondowners is includable in gross income of the
recipient under federal income tax laws on the date of issuance of the Bonds. Notwithstanding
any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion
from gross income of interest with respect to the Bonds and Parity Debt will not be adversely
affected for federal income tax purposes, the Successor Agency covenants to comply with all
applicable requirements of the Tax Code necessary to preserve such exclusion from gross
income and specifically covenants, without limiting the generality of the foregoing, as follows:
(i) Rebate Requirement. The Successor Agency shall take any and all actions
necessary to assure compliance with section 148(f) of the Code, relating to the rebate of
excess investment earnings, if any, to the federal government. In the event that the
Successor Agency shall determine that any amounts are due and payable to the United
States of America hereunder and that the Trustee has on deposit an amount of available
moneys (excluding moneys on deposit in the Interest Account, the Principal Account or
the Sinking Account and excluding any other moneys required to pay the principal of or
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interest or redemption premium, if any, on the Bonds) to make such payment, the
Successor Agency shall promptly pay from available Tax Revenues or any other source
of legally available funds the sum of (A) one hundred percent (100%) of the amounts
determined to be due and payable to the United States of America as a result of the
investment of amounts on deposit in any fund or account established hereunder, plus
(B) all other amounts due and payable to the United States of America.
(ii) Private Business Use Limitation. The Successor Agency shall assure that the
proceeds of the Bonds are not used in a manner which would cause the Bonds to become
"private activity bonds' within the meaning of section 141(a) of the Tax Code.
(iii) Private Loan Limitation. The Successor Agency shall assure that no more
than five percent (5%) of the net proceeds of the Bonds 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.
(iv) Federal Guarantee Prohibition. The Successor Agency shall not take any
action or permit or suffer any action to be taken if the result of the same would be to
cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the
Tax Code.
(v) No Arbitrage. The Successor Agency shall not take, or permit or suffer to be
taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if
such action had been reasonably expected to have been taken, or had been deliberately
and intentionally taken, on the Closing Date of the Bonds, would have caused the Bonds
to be "arbitrage bonds' within the meaning of section 148(a) of the Tax Code.
(i) Compliance with Dissolution Act; Recognized Obligation Payment Schedules, The Successor
Agency covenants that it will comply with all of the requirements of the Dissolution Act
applicable to it and to the Bonds. Without limiting the generality of the foregoing, the Successor
Agency covenants and agrees to take all actions required under the Dissolution Act to prepare
and file Recognized Obligation Payment Schedules so as to enable the Los Angeles County
Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund (as such
term is used in the definition "Tax Revenues" in this Indenture) for deposit in the
Redevelopment Obligation Retirement Fund all amounts as shall be required to enable the
Successor Agency to timely pay the principal of, and interest on, all Outstanding Bonds coming
due in each Fiscal Year, including any amounts required to replenish a reserve account
established for any Parity Debt.
Without limiting the generality of the foregoing, the Successor Agency shall take all
actions required under the Dissolution Act to file a Recognized Obligation Payment Schedule
by February 1 in each year, commencing February 1, 2017, in accordance with section 34177 of
the Redevelopment Law. "For the semiannual period ending each June 30, the Recognized
Obligation Payment Schedule which includes such period shall request the payment to the
Successor Agency of an amount of Tax Revenues which is at least equal to the following:
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(i) 100% of the amount of interest on the Bonds and all Outstanding Parity Debt
coming due and payable on the next succeeding March 1;
(ii) 75% of the amount of principal and interest on the Bonds and all Outstanding
Parity Debt coming due and payable on the next succeeding September 1; and
(iii) any amount then required to replenish the amount in any reserve account
established for any Parity Debt.
For the semiannual period ending each December 31, the Recognized Obligation
Payment Schedule which includes such period shall request the payment to the Successor
Agency of an amount of Tax Revenues which is at least equal to the remaining principal and
interest due on the Bonds and all Outstanding Parity Debt coming due and payable on the next
succeeding September 1, and not received or reserved in the period ending June 30.
The foregoing actions shall include, without limitation, placing on the periodic
Recognized Obligation Payment Schedule for approval by the Oversight Board and the
California Department of Finance, to the extent required, the amounts to be held by the
Successor Agency as a reserve for the timely payment of principal of and interest on the Bonds
and all Outstanding Parity Debt coming due in the succeeding Fiscal Year.
(j) Further Assurances. The Successor Agency covenants and agrees to adopt, make,
execute and deliver any and all such further resolutions, instruments and assurances as may be
reasonably necessary or proper to carry out the intention or to facilitate the performance of this
Indenture, and for the better assuring and confirming unto the Owners of the rights and
benefits provided in this Indenture.
(k) Reporting Requirements. The Successor Agency hereby covenants and agrees that it
will provide to the Owner:
(i) the Comprehensive Annual Financial Report (CAFR) of the City within nine
months after the end of each fiscal year, which shall include audited financial statements
of the City, including the Successor Agency, with a standard opinion provided by the
auditor in accordance with Generally Accepted Accounting Principles including
required supplemental information;
(ii) a Report of an Independent Redevelopment Consultant or certification of the
Successor Agency (A) demonstrating the ratio of Tax Revenues to scheduled debt
service on the Bonds, any Outstanding Bonds and any subordinate obligations for the
prior fiscal year, and(B) the remaining tax increment distributed to public entities; (C)
assessed valuation of the taxable property in the Redevelopment Project for the prior
Fiscal Year, (D) and the top ten taxpayers as shown on the records of the County
Assessor for such period and percent of gross revenues from each; (E) gross increment
tax revenues for the prior fiscal year and details on any pass-throughs in such fiscal year;
and (F) such additional information with respect to the Redevelopment Project, the
Successor Agency or Tax Revenues as the Owner may from time to time reasonably
request. Upon written notice to each Bondowner, any information to be provided
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pursuant to this covenant may be provided directly to the Owner or may be
disseminated through the dissemination services provided through EMMA;
(iii) As soon as practicable, but no later than within nine months after the end of
each fiscal year, a copy of the State Department of Finance approved ROPS filing in the
event the information cannot be obtained through the State Department of Finance at
http://www.dof.ca.gov/redevelopment/ROPS/view.php;
(iv) copies of the Department of Finance Distribution Reports for the prior fiscal
year from the County Auditor -Controller;
(v) notices of (A) any default on any debt obligation, (B) Material Litigation, (C)
material governmental proceedings, (D) Material Adverse Effect, or (e) a Determination
of Taxability; and
(vi) upon request, other information requested by the Owner related to the
assessed value of the Redevelopment Project in the event the information cannot be
obtained without charge through California Muni Statistics, Inc. or through the County
at https://secure.smcare.org/apps/art/LandImprovements/Landxmprovements.aspx or
similarly related sites as provided by the County.
(1) Event of Default. The Successor Agency shall immediately notify the Trustee by
telephone, promptly confirmed in writing, of any event, action or failure to take any action
which constitutes an event of default under any obligation or this Indenture, together with a
detailed statement by an authorized representative of the Successor Agency of the steps being
taken by the Successor Agency to cure the effect of such event of default.
(m) Action, Suit or Proceeding. The Successor Agency shall promptly notify the Trustee in
writing (and the Trustee shall in turn notify the Bondowners) (i) of any action, suit or
proceeding or any investigation, inquiry or similar proceeding by or before any court or other
governmental authority, domestic or foreign, against the Successor Agency which involve
claims equal to or in excess of $100,000 or that seeks injunctive relief, any material litigation and
the occurrence of any Material Adverse Change.
(n) Costs and Expenses. Subject to the following sentence, the Successor Agency agrees to
pay the reasonable out-of-pocket expenses and disbursements of the Owners and the necessary
and reasonable fees, expenses and disbursements of counsel to the Owners in connection with
(A) obtaining any waiver or consent under this Indenture (whether or not the transactions
contemplated thereby shall be consummated) or any Event of Default hereunder, (B) the
preparation, execution, delivery, administration, defense and enforcement or preservation of
rights in connection with a workout, restructuring or waiver with respect to the Bonds, and (C)
the occurrence of an Event of Default and collection and other enforcement proceedings
resulting therefrom.
(r) Indemnification. The Successor Agency covenants and agrees to indemnify and hold
harmless, to the extent permitted by law, the Owner and its incorporators, members,
commissioners, directors, officers, agents and employees (collectively, the "Owner Indemnified
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Persons') against all liability, losses, damages, all reasonable costs and charges (including
reasonable fees and disbursements of attorneys, accountants, consultants and other experts),
taxes, causes of action, suits, claims, demands and judgments of every conceivable kind,
character and nature whatsoever, by or on behalf of any person arising in any manner from the
transaction of which this Indenture or the Bonds is a part, including, but not limited to, losses,
claims, damages, liabilities or reasonable expenses arising out of, resulting from or in any way
connected with (i) the operation of the Redevelopment Project; (ii) any violation of contract,
agreement (including this Indenture) or restriction relating to the Redevelopment Project; or (iii)
the carrying out of any of the transactions contemplated by this Indenture, the Bonds and all
documents related thereto.
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ARTICLE VI
THE TRUSTEE
Section 6.01. DUbes, I.-numnities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing
or waiver of all Events of Default which may have occurred, perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants, duties or
obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the
existence of any Event of Default (which has not been cured or waived), exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a reasonable person would exercise or use under the circumstances in the
conduct of its own affairs.
(b) The Successor Agency may remove the Trustee at any time, unless an Event of
Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any
time requested to do so by an instrument or concurrent instruments in writing signed by the
Owners of not less than a majority in aggregate principal amount of the Bonds then
Outstanding (or their attorneys duly authorized in writing), or (ii) if at any time the Successor
Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection
(e) of this Section 6.01, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer
shall take control or charge of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by
the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon
the Successor Agency shall immediately appoint a successor Trustee by an instrument in
writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to the
Successor Agency and by giving the Owners notice of such resignation by first class mail,
postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving
such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by
an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee
shall become effective upon acceptance of appointment by the successor Trustee. If no successor
Trustee shall have been appointed and have accepted appointment within forty-five (45) days of
giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any
Owner (on behalf of such Owner and all other Owners) may petition any court of competent
jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee,
and such court may thereupon, after such notice (if any) as it may deem proper, appoint such
successor Trustee. Any successor Trustee appointed under this Indenture shall signify its
acceptance of such appointment by executing, acknowledging and delivering to the Successor
Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
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moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor
Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written
Request of the Successor Agency or the request of the successor Trustee, such predecessor
Trustee shall execute and deliver any and all instruments of conveyance or further assurance
and do such other things as may reasonably be required for more fully and certainly vesting in
and confirming to such successor Trustee all the right, title and interest of such predecessor
Trustee in and to any property held by it under this Indenture and shall pay over, transfer,
assign and deliver to the successor Trustee any money or other property subject to the trusts
and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency
shall execute and deliver any and all instruments as may be reasonably required for more fully
and certainly vesting in and confirming to such successor Trustee all such moneys, estates,
properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a
successor Trustee as provided in this subsection, the Successor Agency shall mail a notice of the
succession of such Trustee to the trusts hereunder to each rating agency which then has a
current rating on the Bonds and to the Owners at their respective addresses shown on the
Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days
after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Successor Agency.
(e) Any Trustee appointed under the provisions of this Section 6.01 in succession to the
Trustee shall be a financial institution having a corporate trust office in the State, having (or in
the case of a corporation or trust company included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at least
$75,000,000, and subject to supervision or examination by federal or state authority. If such
financial institution publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the purpose
of this subsection the combined capital and surplus of such financial institution shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this subsection (e), the Trustee shall resign immediately in the manner and with
the effect specified in this Section 6.01.
Section 6.02 Me tgtr or Consolidation. Any bank, corporation or trust company into
which the Trustee may be merged or converted or with which either of them may be
consolidated or any bank, corporation or trust company resulting from any merger, conversion
or consolidation to which it shall be a party or any bank, corporation or trust company to which
the Trustee may sell or transfer all or substantially all of its corporate trust business, provided
such bank, corporation or trust company shall be eligible under subsection (e) of Section 6.01,
shall be the successor to such Trustee without the execution or filing of any paper or any further
act, anything herein to the contrary notwithstanding.
Section 6.03. Liabilitv of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of
the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the
same, nor make any representations as to the validity or sufficiency of this Indenture or of the
security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in
M
respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible
for its representations contained in its certificate of authentication on the Bonds. The Trustee
shall not be liable in connection with the performance of its duties hereunder, except for its own
negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of
the Trustee selected by it with due care. The Trustee and its officers and employees may become
the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the
extent permitted by law, may act as depository for and permit any of its officers or directors to
act as a member of, or in any other capacity with respect to, any committee formed to protect
the rights of the Owners, whether or not such committee shall represent the Owners of a
majority in principal amount of the Bonds then Outstanding.
(b) The Trustee shall not be liable for any error of judgment made by a responsible
employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent
facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken
by it in good faith in accordance with the direction of the Owners of not less than a majority in
aggregate principal amount of the Bonds at the time Outstanding relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture.
(d) The Trustee shall not be liable for any action taken by it and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture,
except for actions arising from the negligence or intentional misconduct of the Trustee. The
permissive right of the Trustee to do things enumerated hereunder shall not be construed as a
mandatory duty.
(e) The Trustee shall not be deemed to have knowledge of any Event of Default
hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall
have received written notice thereof from the Successor Agency at its Principal Corporate Trust
Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume
that no default has occurred and is continuing under this Indenture. Except as otherwise
expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or agreements herein or
of any of the documents executed in connection with the Bonds, or as to the existence of an
Event of Default thereunder. The Trustee shall not be responsible for the validity or
effectiveness of any collateral given to or held by it. Without limiting the generality of the
foregoing, the Trustee may rely conclusively on the Successor Agency's certificates to establish
the Successor Agency's compliance with its financial covenants hereunder, including, without
limitation, its covenants regarding the deposit of Tax Revenues into the Redevelopment
Obligation Retirement Fund and the investment and application of moneys on deposit in the
Redevelopment Obligation Retirement Fund (other than its covenants to transfer such moneys
to the Trustee when due hereunder).
The Trustee shall have no liability or obligation to the Bond Owners with respect to the
payment of debt service by the Successor Agency or with respect to the observance or
performance by the Successor Agency of the other conditions, covenants and terms contained in
no
this Indenture, or with respect to the investment of any moneys in any fund or account
established, held or maintained by the Successor Agency pursuant to this Indenture or
otherwise.
No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all
amounts advanced by it at the maximum rate permitted by law.
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys or receivers and shall be entitled to
opinion and advice of counsel concerning all matters of trust and its duties hereunder. The
Trustee shall not be responsible for any action taken or not taken on the part of any agent,
attorney or receiver appointed with due care by it hereunder.
The Trustee shall have no responsibility, opinion, or liability with respect to any
information, statements or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of these Bonds.
Before taking any action under Article VIII or this Article at the written request of a
majority of the Owners, the Trustee may require that a satisfactory indemnity bond be
furnished by the Owners for the reimbursement of all expenses to which it may be put and to
protect it against all liability, except liability which is adjudicated to have resulted from its
negligence or willful misconduct in connection with any action so taken.
Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Bonds. The Trustee shall not be accountable for the use or
application by the Successor Agency or any other party of any funds which the Trustee has
released in accordance with the terms of this Indenture. The immunities and exceptions from
liability of the Trustee shall extend to its officers, directors, employees, agents and attorneys.
Whether or not expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of the Trustee shall be subject to the provisions of this Article VI.
The Trustee shall not be considered in breach of or in default in its obligations hereunder
or progress in respect thereto in the event of delay in the performance of such obligations due to
unforeseeable causes beyond its control and without its fault or negligence, including, but not
limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the
other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes,
earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing
of labor, equipment, facilities, sources of energy, material or supplies in the open market,
litigation or arbitration involving a party or others relating to zoning or other governmental
action or inaction pertaining to the project, malicious mischief, condemnation, and unusually
severe weather or delays of suppliers or subcontractors due to such causes or any similar event
and/or occurrences beyond the control of the Trustee.
Section 6.04 1 rt l a l QQcurnenrts ani 0 ipion . The Trustee shall be protected
in acting upon any notice, resolution, request, consent, order, certificate, report, facsimile
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transmission, electronic mail, opinion or other paper or document believed by it to be genuine
and to have been signed or prescribed by the proper party or parties, and shall not be required
to make any investigation into the facts or matters contained thereon. The Trustee may consult
with counsel, including, without limitation, counsel of or to the Successor Agency, with regard
to legal questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by the Trustee hereunder in accordance
therewith.
Whenever in the administration of the trusts imposed upon it by this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by
a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any
action taken or suffered under the provisions of this Indenture in reliance upon such Written
Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such
matter or may require such additional evidence as to it may deem reasonable. The Trustee may
conclusively rely on any certificate or Report of any Independent Accountant or Independent
Redevelopment Consultant appointed by the Successor Agency.
The Trustee agrees to accept and act upon facsimile transmission of written instructions
and/or directions pursuant to this Indenture provided, however, that: (a) subsequent to such
facsimile transmission of written instructions and/or directions the Trustee shall forthwith
receive the originally executed instructions and/or directions, (b) such originally executed
instructions and/or directions shall be signed by a person as may be designated and authorized
to sign for the party signing such instructions and/or directions, and (c) the Trustee shall have
received a current incumbency certificate containing the specimen signature of such designated
person.
Section 6.05 Preservation alid Ips ection �A I)Pc.°urnents. All documents received by the
Trustee under the provisions of this Indenture shall be retained in its possession and shall be
subject at all reasonable times upon reasonable notice to the inspection of the Successor Agency
and any Owner, and their agents and representatives duly authorized in writing, during regular
business hours and under reasonable conditions.
Section 6.06 o! pensation and Indec�in fication. The Successor Agency shall pay to the
Trustee from time to time reasonable compensation for all services rendered under this
Indenture in accordance with the letter proposal from the Trustee approved by the Successor
Agency and also all reasonable expenses, charges, legal and consulting fees and other
disbursements and those of its attorneys (including the allocated costs and disbursement of in-
house counsel to the extent such services are not redundant with those provided by outside
counsel), agents and employees, incurred in and about the performance of its powers and duties
under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and
accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs
and expenses, including reasonable compensation to its experts, attorneys and counsel
(including the allocated costs and disbursement of in-house counsel to the extent such services
are not redundant with those provided by outside counsel).
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The Successor Agency further covenants and agrees to indemnify, defend and save the
Trustee and its officers, directors, agents and employees, harmless against any loss, expense and
liabilities, including legal fees and expenses, which it may incur arising out of or in connection
with the exercise and performance of its powers and duties hereunder, including the costs and
expenses of defending against any claim of liability, but excluding any and all losses, expenses
and liabilities which are due to the negligence or intentional misconduct of the Trustee, its
officers, directors, agents or employees. The obligations of the Successor Agency and the rights
of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under
this Indenture and payment of the Bonds and discharge of this Indenture.
Section 6.07. 11 vestment of Mo! s inj`unds. Subject to the provisions of
Article V hereof, all moneys held by the Trustee in the Debt Service Fund, Costs of Issuance
Fund or the Redemption Account, shall, at the written direction of the Successor Agency, be
invested only in Permitted Investments. If the Trustee receives no written directions from the
Successor Agency as to the investment of moneys held in any fund or account, the Trustee shall
request such written direction from the Successor Agency and, pending receipt of instructions,
shall invest such moneys solely in Permitted Investments described in subsection (d) of the
definition thereof.
(a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the
Successor Agency only in obligations permitted by the Law which will by their terms mature
not later than the date the Successor Agency estimates the moneys represented by the particular
investment will be needed for withdrawal from the Redevelopment Obligation Retirement
Fund.
(b) Moneys in the Interest Account, the Principal Account, the Sinking Account and the
Redemption Account of the Debt Service Fund shall be invested only in obligations which will
by their terms mature on such dates as to ensure that before each interest and principal
payment date, there will be in such account, from matured obligations and other moneys
already in such account, cash equal to the interest and principal payable on such payment date.
Obligations purchased as an investment of moneys in any of the funds or accounts shall
be deemed at all times to be a part of such respective Fund or Account and the interest accruing
thereon and any gain realized from an investment shall be credited to such Fund or Account
and any loss resulting from any authorized investment shall be charged to such Fund or
Account without liability to the Trustee. The Successor Agency or the Trustee, as the case may
be, shall sell or present for redemption any obligation purchased whenever it shall be necessary
to do so in order to provide moneys to meet any payment or transfer from such Fund or
Account as required by this Indenture and shall incur no liability for any loss realized upon
such a sale. All interest earnings received on any monies invested in the Interest Account,
Principal Account, Sinking Account or Redemption Account, to the extent they exceed the
amount required to be in such Account, shall be transferred on each Interest Payment Date to
the Debt Service Fund. The Trustee may purchase or sell to itself or any affiliate, as principal or
agent, investments authorized by this Section 6.07. 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
Section 6.07 hereof. The Successor Agency acknowledges that to the extent regulations of the
Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency
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the right to receive brokerage confirmations of security transactions as they occur, the Successor
Agency specifically waives receipt of such confirmations to the extent permitted by law. The
Trustee will furnish the Successor Agency periodic cash transaction statements which shall
include detail for all investment transactions made by the Trustee hereunder.
The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection
with any investments made by the Trustee hereunder.
The value of Permitted Investments shall be determined as follows: (i) as to investments
the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or,
if not there, then in The Nezv York Times): the average of the bid and asked prices for such
investments so published on or most recently prior to such time of determination; (ii) as to
investments the bid and asked prices of which are not published on a regular basis in The Wall
Street Journal or The Nezv York Times: the average bid price at such time of determination for such
investments by any two nationally recognized government securities dealers (selected by the
Trustee in its absolute discretion) at the time making a market in such investments or the bid
price published by a nationally recognized pricing service; (iii) as to certificates of deposit and
bankers acceptances: the face amount thereof, plus accrued interest; and (iv) as to any
investment not specified above: the value thereof established by prior agreement between the
Successor Agency and the Trustee. If more than one provision of this definition of "value" shall
apply at any time to any particular investment, the value thereof at such time shall be
determined in accordance with the provision establishing the lowest value for such investment;
provided, notwithstanding the foregoing, in making any valuations hereunder, the Trustee may
utilize and conclusively rely upon such pricing services as may be regularly available to it,
including, without limitation, those within its regular accounting system.
Section 6.08. sAcWuntil v, Records and Financial Statements. The Trustee shall at all times
keep, or cause to be kept, proper books of record and account, prepared in accordance with
corporate trust industry standards, in which complete and accurate entries shall be made of all
transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by
the Trustee established pursuant to this Indenture. Such books of record and account shall be
available for inspection by the Successor Agency upon reasonable prior notice, at reasonable
hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency,
at least monthly, an accounting of all transactions in the form of its customary statements
relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to
this Indenture. The Trustee shall maintain and store such records for a period of one year after
the stated maturity of the Bonds.
Section 6.09. A tz��a r�r
1 1 t of o- i,ist e o�:._Agent. It is the purpose of this Indenture
-� �oa�t��
that there shall be no violation of any law of any jurisdiction (including particularly the law of
the State) denying or restricting the right of banking corporations or associations to transact
business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this
Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or
in the case the Trustee deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold
title to the properties, in trust, as herein granted, or take any other action which may be
desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an
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additional individual or institution as a separate trustee or co-trustee. The following provisions
of this Section 6.09 are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a
separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest
in such separate or co-trustee but only to the extent necessary to enable such separate or co-
trustee to exercise such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable
by either of them; provided, however, in no event shall the Trustee be responsible or liable for the
acts or omissions of any co-trustee.
Should any instrument in writing from the Successor Agency be required by the
separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in
and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all
such instruments in writing shall, on request, be executed, acknowledged and delivered by the
Successor Agency. In case any separate trustee or co-trustee, or a successor to either, shall
become incapable of acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor
to such separate trustee or co-trustee.
Section 6.10. Other Transactions „wid'i Successor AgLr_ic�y. The Trustee, either as principal
or agent, may engage in or be interested in any financial or other transaction with the Successor
Agency.
so
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment. This Indenture and the rights and obligations of the Successor
Agency and of the Owners may be modified or amended at any time by a Supplemental
Indenture which shall become binding upon adoption, without the consent of any Owners, to
the extent permitted by law and only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Successor Agency in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or surrender
any rights or powers herein reserved to or conferred upon the Successor Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained in this Indenture, or in any other
respect whatsoever as the Successor Agency may deem necessary or desirable, provided under
any circumstances that such modifications or amendments shall not, in the reasonable
determination of the Successor Agency, materially adversely affect the interests of the Owners;
or
(c) to provide for the issuance of Parity Debt in accordance with Section 3.04; or
(d) to amend any provision hereof relating to the requirements of or compliance with
the Code, to any extent whatsoever but only if and to the extent such amendment will not
adversely affect the exemption from federal income taxation of interest on any of the Bonds, in
the opinion of nationally recognized bond counsel.
Except as set forth in the preceding paragraph, this Indenture and the rights and
obligations of the Successor Agency and of the Owners may be modified or amended at any
time by a Supplemental Indenture which shall become binding when the written consent of the
Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed
with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce
the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency
to pay the principal, interest or redemption premiums (if any) at the time and place and at the
rate and in the currency provided therein of any Bond without the express written consent of
the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent
to any such amendment or modification. In no event shall any Supplemental Indenture modify
any of the rights or obligations of the Trustee without its prior written consent. In addition, the
Trustee shall be entitled to an opinion of counsel concerning the Supplemental Indenture's lack
of any material adverse effect on the Owners and that all conditions precedent for any
supplement or amendment has been satisfied.
Section 7.02. Effvc,t of Sup elemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter
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be determined, exercised and enforced hereunder subject in all respects to such modification
and amendment, and all the terms and conditions of any Supplemental Indenture shall be
deemed to be part of the terms and conditions of this Indenture for any and all purposes.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any amendment or modification hereof pursuant to this Article VII, the
Successor Agency may determine that any or all of the Bonds shall bear a notation, by
endorsement in form approved by the Successor Agency, as to such amendment or
modification and in that case upon demand of the Successor Agency, the Owners of such Bonds
shall present such Bonds for that purpose at the Principal Corporate Trust Office, and
thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such
notation, the Successor Agency may determine that new Bonds shall be prepared at the expense
of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case,
upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for
exchange at the Principal Corporate Trust Office, without cost to such Owners.
Section 7.04. Aingi ln° ent by MLAtia.] 'Co"ns int. The provisions of this Article VII shall not
prevent any Owner from accepting any amendment as to the particular Bond held by such
Owner, provided that due notation thereof is made on such Bond.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration e of Maturities. The following events shall
constitute Events of Default hereunder:
(a) if default shall be made by the Successor Agency in the due and punctual payment of
the principal or sinking fund payment of or interest or redemption premium (if any) on any
Bond when and as the same shall become due and payable, whether at maturity as therein
expressed, by declaration or otherwise;
(b) if default shall be made by the Successor Agency in the observance of any of the
covenants, agreements or conditions on its part in this Indenture or in the Bonds contained,
other than a default described in the preceding clause (a), and such default shall have continued
for a period of sixty (60) days following receipt by the Successor Agency of written notice from
the Trustee or any Owner of the occurrence of such default provided that if in the reasonable
opinion of the Successor Agency the failure stated in the notice can be corrected, but not within
such 60 day period, such failure will not constitute an event of default if corrective action is
instituted by the Successor Agency within such 60 day period and the Successor Agency
thereafter diligently and in good faith cures such failure within 120 days; or
(c) if the Successor Agency files a petition seeking reorganization or arrangement under
the federal bankruptcy laws or any other applicable law of the United States of America, or if a
court of competent jurisdiction will approve a petition seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or, if under the
provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction
will approve a petition, seeking reorganization under the federal bankruptcy laws or any other
applicable law of the United States of America, or, if under the provisions of any other law for
the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of
the Successor Agency or of the whole or any substantial part of its property.
If an Event of Default has occurred under this Section 8.01 and is continuing, the Trustee
may, and, if requested in writing by the Owners of a majority in aggregate principal amount of
the Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together
with the accrued interest thereon, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable, anything in this Indenture or
in the Bonds to the contrary notwithstanding, and (b) the Trustee shall, subject to the provisions
of Section 8.06, exercise any other remedies available to the Trustee and the Bond Owners in
law or at equity.
Promptly upon receiving written notice or actual knowledge (of a Responsible Officer)
of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to
the Successor Agency by telephone confirmed in writing. With respect to any Event of Default
described in clauses (a) or (c) above the Trustee shall, and with respect to any Event of Default
described in clause (b) above the Trustee in its sole discretion may, also give such notice to the
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Owners by mail, which shall include the statement that interest on the Bonds shall cease to
accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to
become due and payable pursuant to the preceding paragraph (but only to the extent that
principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date).
This provision, however, is subject to the condition that if, at any time after the principal
of the Bonds shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered, the Successor Agency
shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior
to such declaration and all matured installments of interest (if any) upon all the Bonds, with
interest on such overdue installments of principal and interest (to the extent permitted by law),
and the reasonable expenses of the Trustee, (including the allocated costs and disbursements of
its in-house counsel) to and any and all other defaults of which the Trustee has notice (other
than in the payment of principal of and interest on the Bonds due and payable solely by reason
of such declaration) shall have been made good or cured to the satisfaction of the Trustee or
provision deemed by the Trustee to be adequate shall have been made therefor, then, and in
every such case, with the prior written approval of the Owners of at least a majority in
aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor
Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul
such declaration and its consequences. However, no such rescission and annulment shall extend
to or shall affect any subsequent default or shall impair or exhaust any right or power
consequent thereon.
Section 8.02.r ai:i. �i e xf Funds� a���� Acceleration. All of the Tax Revenues and all
sums in the funds and accounts established and held by the Trustee hereunder upon the date of
the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by
the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation
of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon
the surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the Trustee in declaring
such Event of Default and in exercising the rights and remedies set forth in this Article
VIII, including reasonable compensation to its agents, attorneys (including the allocated
costs and disbursements of its in-house counsel to the extent such services are not
redundant with those provided by outside counsel) and counsel and any outstanding
fees, expenses of the Trustee; and
Second, to the payment of the whole amount then owing and unpaid upon the
Bonds for principal and interest, with interest on the overdue principal and installments
of interest at the net effective rate then borne by the Outstanding Bonds (to the extent
that such interest on overdue installments of principal and interest shall have been
collected), and in case such moneys shall be insufficient to pay in full the whole amount
so owing and unpaid upon the Bonds, then to the payment of such principal and interest
without preference or priority of principal over interest, or interest over principal, or of
any installment of interest over any other installment of interest, ratably to the aggregate
of such principal and interest.
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g
Section 8.03, LC�
imitation on Owners Right toSue
�mmIT_. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for
any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to
the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority
in aggregate principal amount of all the Bonds then Outstanding shall have made Written
Request upon the Trustee to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee
indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to
comply with such request for a period of sixty (60) days after such Written Request shall have
been received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy
hereunder; it being understood and intended that no one or more Owners shall have any right
in any manner whatever by his or their action to enforce any right under this Indenture, except
in the manner herein provided, and that all proceedings at law or in equity to enforce any
provision of this Indenture shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of (and
premium, if any) and interest on such Bond as herein provided, shall not be impaired or
affected without the written consent of such Owner, notwithstanding the foregoing provisions
of this Section 8.03 or any other provision of this Indenture.
Section 8.04 N-on-WWaiver. Nothing in this Article VIII or in any other provision of this
Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is
absolute and unconditional, to pay from the Tax Revenues and other amounts pledged
hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the
respective Owners on the respective Interest Payment Dates, as herein provided, or affect or
impair the right of action, which is also absolute and unconditional, of the Owners or the
Trustee to institute suit to enforce such payment by virtue of the contract embodied in the
Bonds.
A waiver of any default by any Owner or the Trustee shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay or omission of any
Owner to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such default or an acquiescence therein, and
every power and remedy conferred upon the Owners and the Trustee by the Law or by this
Article VIII may be enforced and exercised from time to time and as often as shall be deemed
expedient by the Owners and the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the
Trustee and the Owners shall be restored to their former positions, rights and remedies as if
such suit, action or proceeding had not been brought or taken.
1551
Section 8.05 (Jions by Trustee as Attorney -in- Fact. Any suit, action or proceeding
which any Owner shall have the right to bring to enforce any right or remedy hereunder may be
brought by the Trustee for the equal benefit and protection of all Owners similarly situated and
the Trustee is hereby appointed (and the successive respective Owners by taking and holding
the Bonds or Parity Debt shall be conclusively deemed so to have appointed it) the true and
lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit,
action or proceeding and to do and perform any and all acts and things for and on behalf of the
respective Owners as a class or classes, as may be necessary or advisable in the opinion of the
Trustee as such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation
to exercise any such right or remedy unless it has been indemnified to its satisfaction from any
loss, liability or expense (including fees and expenses of its outside counsel and the allocated
costs and disbursements of its in-house counsel).
Section 8.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Owners is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting
and without regard to any other remedy conferred by the Law or any other law.
Section 8.07. Parties Interested Herein. Nothing in this Indenture expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the
Successor Agency, the Trustee, their officers, employees and agents, and the Owners any right,
remedy or claim under or by reason of this Indenture, or any covenant, condition or stipulation
of this Indenture, and all covenants, stipulations, promises and agreements in this Indenture
shall be for the sole and exclusive benefit of the Successor Agency, the Trustee, their officers,
employees and agents, and the Owners.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Bene .. .... fits Limited to Parties. Nothing in this Indenture, expressed or implied,
............
is intended to give to any person other than the Successor Agency, the Trustee and the Owners,
any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations,
promises or agreements in this Indenture contained by and on behalf of the Successor Agency
shall be for the sole and exclusive benefit of the Trustee and the Owners.
Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever
in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors
and assigns thereof whether so expressed or not.
Section 9.03 l isK.1 r e of Vnderitui-e. If the Successor Agency shall pay and discharge the
entire indebtedness on all Bonds or any portion thereof in any one or more of the following
ways:
(a) by well and truly paying or causing to be paid the principal of and interest and
premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same
become due and payable;
(b) by irrevocably depositing with the Trustee or another fiduciary, in trust, at or before
maturity, money which, together with the available amounts then on deposit in the funds and
accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable
portion of Outstanding Bonds, including all principal, interest and redemption premiums, or;
(c) by irrevocably depositing with the Trustee or another fiduciary, in trust, Defeasance
Obligations in such amount as an Independent Accountant shall determine will, together with
the interest to accrue thereon and available moneys then on deposit in the funds and accounts
established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness
on all Bonds or the applicable portion of (including all principal, interest and redemption
premiums) at or before maturity;
and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall
have been made for the giving of such notice, then, at the election of the Successor Agency, and
notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the
Tax Revenues and other funds provided for in this Indenture and all other obligations of the
Trustee and the Successor Agency under this Indenture shall cease and terminate with respect
to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has
been paid and discharged, except only (a) the covenants of the Successor Agency hereunder
with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds
-46-
hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the
obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts
so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses
and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing
provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall
be authorized to take such actions and execute and deliver to the Successor Agency all such
instruments as may be necessary or desirable to evidence such discharge, including, without
limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has
determined to pay and discharge in part.
In the case of a defeasance or payment of all of the Bonds Outstanding, any funds
thereafter held by the Trustee which are not required for said purpose or for payment of
amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency.
To accomplish defeasance the Successor Agency shall cause to be delivered (i) a Report
of an Independent Accountant verifying the sufficiency of the escrow established to pay the
Bonds in full on the maturity or earlier redemption date ("Verification"), (ii) an escrow deposit
agreement, and (iii) an opinion of nationally recognized bond counsel to the effect that the
Bonds are no longer "Outstanding" under this Indenture; each Verification and defeasance
opinion shall be acceptable in form and substance, and addressed, to the Successor Agency and
the Trustee.
Section 9.04 f �
uItjwc m of Documents and Proofarslaip by Ovyjag s. Any request,
declaration or other instrument which this Indenture may require or permit to be executed by
any Owner may be in one or more instruments of similar tenor, and shall be executed by such
Owner in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership
thereof shall be proved by the Registration Books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee
shall not be deemed to have knowledge that any Bond is owned by or for the account of the
Successor Agency unless the Successor Agency is the registered Owner or the Trustee has
received written notice that any other registered Owner is such an affiliate.
Section 9.05. DisClLialified1�� 0ii,ds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction,
-47-
consent or waiver under this Indenture, Bonds which are owned or held by or for the account of
the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund)
shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination. Upon request of the Trustee, the Successor Agency shall specify to the Trustee
those Bonds disqualified pursuant to this Section 9.05.
Section 9.06. Waiver of Personal l iabilit r. No member, officer, agent or employee of the
Successor Agency shall be individually or personally liable for the payment of the principal of
or interest or any premium on the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
Section 9.07. Destruction of Canceled Bands. Whenever in this Indenture provision is
made for the surrender to the Trustee of any Bonds which have been paid or canceled pursuant
to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the
Successor Agency provide the Successor Agency a certificate of destruction. The Successor
Agency shall be entitled to rely upon any statement of fact contained in any certificate with
respect to the destruction of any such Bonds therein referred to.
Section 9.08. Notices. Any notice, request, complaint, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or mailed by first
class, registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:
If to the Successor Agency: Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park
c/o City of Baldwin Park
14403 East Pacific Avenue
Baldwin Park, CA 91706
Attention: Director of Finance
Phone: (626) 960-4011
If to the Trustee: U.S. Bank National Association
633 West Fifth Street, 241h Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust Services
Phone: (213) 615-6047
If to the Original Purchaser:
The Successor Agency and the Trustee, by notice given hereunder, may designate
different addresses to which subsequent notices, certificates or other communications will be
sent.
Section 9.09. Partial tT'iv' ali- t . If any Section, paragraph, sentence, clause or phrase of
this Indenture shall for any reason be held illegal, invalid or unenforceable. such holding shall
not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby
declares that it would have adopted this Indenture and each and every other Section,
paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant
thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the
judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such
duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of
a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and
vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The
Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case
shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all
of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the
benefit of the Bonds, pending appointment of a successor Trustee in accordance with the
provisions of Section 6.01 hereof.
Section 9.10. Unclaimed MoneyITs, Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the
interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2)
years after the date when the payments of such interest, premium and principal have become
payable, if such money was held by the Trustee at such date, or for two (2) years after the date
of deposit of such money if deposited with the Trustee after the date when the interest and
premium (if any) on and principal of such Bonds have become payable, shall be repaid by the
Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Bond Owners shall look
only to the Successor Agency for the payment of the principal of and interest and redemption
premium (if any) on of such Bonds.
Section 9.11 F„XecU6011 in Uou� t� � 1 w�ts. This Indenture may be executed in several
_
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 9.12. Goyerjiing L.aww. This Indenture shall be construed and governed in
accordance with the laws of the State applicable to contracts made and performed in the State.
-49-
IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE DISSOLVED
COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, has
caused this Indenture to be signed in its name by its officer thereunto duly authorized and
attested by its Secretary, and U.S. BANK NATIONAL ASSOCIATION in token of its acceptance
of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by
its officer thereunto duly authorized, all as of the day and year first above written.
Attest:
Alejandra Avila
Secretary
a]
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
10
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
Vice President
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS
BOND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 2.06 OF
THE INDENTURE DESCRIBED HEREIN.
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
Tax Allocation Refunding Bond, Series 2017
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% I September 1, 2030 1 April _, 2017
REGISTERED OWNER:
PRINCIPAL SUM:
DOLLARS
The SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK, a public body, corporate and politic, duly
organized and existing under and by virtue of the laws of the State of California (the "Agency"),
for value received hereby promises to pay to the Registered Owner stated above, or registered
assigns (the "Registered Owner"), on the Maturity Date stated above (subject to any right of
prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of
the United States of America, and to pay interest thereon in like lawful money from the Interest
Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond,
unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of
business on the fifteenth (15th) day of the month immediately preceding an Interest Payment
Date (the "Record Date"), in which event it shall bear interest from such Interest Payment Date,
or (ii) this Bond is authenticated on or before August 15, 2017, in which event it shall bear
interest from the Dated Date above; provided however, that if at the time of authentication of this
Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment
date to which interest has previously been paid or made available for payment on this Bond,
until payment of such Principal Sum in full, at the Interest Rate per annum stated above,
payable semiannually on each March 1 and September 1, commencing September 1, 2017, or, if
Exhibit A
Page 1
such day is not a Business Day (as such term is defined in the Indenture, hereinafter defined),
on the next succeeding Business Day (each an "Interest Payment Date"), calculated on the basis
of 360 -day year comprised of twelve 30 -day months.
Principal hereof and premium, if any, upon early redemption hereof are payable upon
surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the
Indenture) of U.S. Bank National Association, as trustee (the "Trustee'), or at such other place
as designated by the Trustee. Interest hereon (including the final interest payment upon
maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail,
postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered
Owner's address as it appears on the registration books maintained by the Trustee as of the
Record Date for which such Interest Payment Date occurs; provided however, that payment of
interest may be by wire transfer to an account in the United States of America to any registered
owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written
instructions of any such registered owner filed with the Trustee for that purpose on or before
the Record Date preceding the applicable Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated
as "Successor Agency to the Dissolved Community Development Commission of the City of
Baldwin Park Tax Allocation Refunding Bonds, Series 2017" (the "Bonds"), of an aggregate
principal amount of dollars ($__..................... ), all of like tenor and date (except for
such variation, if any, as may be required to designate varying series, numbers, maturities,
interest rates, or redemption and other provisions) and all issued pursuant to the provisions of
section 34177.5 of the California Health and Safety Code and Section 53580 et seq. of the
California Government Code and pursuant to Resolution No. of the Successor Agency,
adopted on ,,,,,,,,,m,, 2017, and Resolution No. adopted by the Oversight Board on
................ __,,,,,,,,,,,,,,,,,__,,,,..,,,,, 2017, and an Indenture of Trust, dated as of April 1, 2017, entered into by and
between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of
the Bonds. Additional bonds, or other obligations may be issued on a parity with the Bonds, but
only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of
which are on file at the office of the Successor Agency) and all indentures supplemental thereto
and to the provisions of the Community Redevelopment Law of the State of California,
constituting Part 1 of Division 24 of the California Health and Safety Code (the "Redevelopment
Law") for a description of the terms on which the Bonds are issued, the provisions with regard
to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the
rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of
the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the
provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents
and agrees.
The Bonds have been issued by the Successor Agency for the purpose of providing
funds to (a) refund various obligations of the Successor Agency, and (b) pay certain expenses of
the Successor Agency in issuing the Bonds.
The Bonds are special obligations of the Successor Agency and this Bond and the interest
hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture),
are payable from, and are secured by a pledge of, security interest in and lien on the Tax
Exhibit A
Page 2
Revenues being the moneys deposited from time to time in the Redevelopment Property Tax
Trust Fund established pursuant to subdivision (c) of section 34172 the California Health and
Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California
Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph
(2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a
final judicial decision, then Tax Revenues shall include all tax revenues allocated to the
payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or
such other section as may be in effect at the time providing for the allocation of tax increment
revenues in accordance with Article XVI, Section 16 of the California Constitution.
There has been created and will be maintained by the Successor Agency, the
Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax
Revenues shall be deposited and from which the Successor Agency shall transfer amounts to
the Trustee for payment of the principal of and the interest and redemption premium, if any, on
the Bonds and any Parity Debt (as defined in the Indenture) when due. As and to the extent set
forth in the Indenture, all such Tax Revenues are pledged, in accordance with the terms and
provisions of the Indenture and the Redevelopment Law, for the security and payment of the
Bonds and any Parity Debt. In addition, the Bonds and any Parity Debt are secured by a pledge
of, security interest in and lien upon moneys in the Redevelopment Obligation Retirement
Fund, the Debt Service Fund, the Interest Account, the Principal Account and the Redemption
Account (as such terms are defined in the Indenture), all to the extent set forth in the Indenture.
Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency
shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption
premium, if any, on the Bonds.
The Bonds are subject to redemption, at the option of the Successor Agency on any date
on or after September 1, as a whole or in part, by such maturities as shall be determined
by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by
lot within a maturity, from any available source of funds, at a redemption price equal to the
principal amount thereof, together with accrued interest to the date fixed for redemption,
without premium.
The Bonds are subject to mandatory redemption from Sinking Account payments set
forth in the following schedule on September 1, 2017, and on each September 1 thereafter to and
including September 1, 2030, at a redemption price equal to the principal amount thereof to be
redeemed (without premium), together with interest accrued thereon to the date fixed for
redemption. If any Sinking Account redemption date is not a Business Day, such payment shall
be made on the next succeeding Business Day with the same force and affect as if such payment
was made on the Sinking Fund redemption date.
Exhibit A
Page 3
Redemption Date Principal
(September 1) Amount
..17
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030t
t Maturity.
As provided in the Indenture, notice of redemption shall be given by first class mail no
less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective
registered owners of any Bonds designated for redemption at their addresses appearing on the
Bond registration books maintained by the Trustee, but neither failure to receive such notice nor
any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption.
If this Bond is called for redemption and payment is duly provided therefor as specified
in the Indenture, interest shall cease to accrue hereon from and after the date fixed for
redemption.
If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds
may be declared due and payable upon the conditions, in the manner and with the effect
provided in the Indenture, but such declaration and its consequences may be rescinded and
annulled as further provided in the Indenture.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like
aggregate principal amount of Bonds of other authorized denominations and of the same
maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in
the manner and subject to the limitations provided in the Indenture, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or
Bonds, of any authorized denomination or denominations, for the same aggregate principal
amount and of the same maturity will be issued to the transferee in exchange herefor. The
Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to
the date established for the selection of Bonds for redemption, or (b) any Bonds selected for
redemption.
Exhibit A
Page 4
The Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be
affected by any notice to the contrary.
The rights and obligations of the Successor Agency and the registered owners of the
Bonds may be modified or amended at any time in the manner, to the extent and upon the
terms provided in the Indenture, but no such modification or amendment shall (a) extend the
maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of
the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time
and place and at the rate and in the currency provided herein of any Bond without the express
written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds
required for the written consent to any such amendment or modification or (c) without its
written consent thereto, modify any of the rights or obligations of the Trustee.
This Bond is not a debt of the City of Baldwin Park, the State of California, or any of its
political subdivisions, and neither said City, said State, nor any of its political subdivisions is
liable hereon, nor in any event shall this Bond be payable out of any funds or properties other
than those of the Successor Agency. The Bonds do not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time and manner as required by the
Redevelopment Law and the laws of the State of California, and that the amount of this Bond,
together with all other indebtedness of the Successor Agency, does not exceed any limit
prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess
of the amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have
been manually signed by the Trustee.
Exhibit A
Page 5
IN WITNESS WHEREOF, the Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park has caused this Bond to be executed in
its name and on its behalf with the facsimile signature of its Chair and attested by the facsimile
signature of its Secretary, all as of Dated Date stated above.
Attest:
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
Is
Alejandra Avila
Secretary
Manuel Lozano
Chair
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture..
Authentication Date:
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
Exhibit A
Page 6
Authorized Signatory
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 Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration books of the Trustee, with full power of
substitution in the premises.
Signature Guaranteed.
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers,
savings and loan associations and credit unions with
membership in an approved signature guarantee
medallion program) pursuant to Securities and
Exchange Commission Rule 17 Ad -15.
NOTICE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular, without alteration
or enlargement or any change whatsoever.
Exhibit A
Page 7
EXHIBIT B
FORM OF PURCHASER'S LETTER
Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park
14403 East Pacific Avenue
Baldwin Park, CA 91706
Re: Successor Agency to the Dissolved Community Development Commission of the
City of Baldwin Park Tax Allocation Refunding Bonds, Series 2017
Ladies and Gentlemen:
The undersigned (the "Purchaser"), being the purchaser of the above -referenced bonds
(the "Bonds") does hereby certify, represent and warrant for the benefit of the Successor Agency
to the Dissolved Community Development Commission of the City of Baldwin Park (the
"Successor Agency") and U.S. Bank National Association, as trustee (the "Trustee") that:
(a) The Purchaser (MARK OR INDICATE APPROPRIATELY):
[_] is a qualified institutional buyer" (a "Qualified Institutional Buyer")
within the meaning of Rule 144A promulgated under the Securities Act of 1933, as
amended (the "Securities Act"),
[ ] is an "accredited investor" as defined in Section 501(a)(1), (2), (3) or (7) of
Regulation D promulgated under the Securities Act (an "Accredited Investor"), or
[_] a trust, partnership, custodial arrangement or similar entity, interests in
which are offered and sold in a private placement or limited offering only to Qualified
Institutional Buyers or Accredited Investors.
(b) The Purchaser understands that the Bonds have not been registered
under the United States Securities Act of 1933, as amended, or under any state securities
laws. The Purchaser agrees that it will comply with any applicable state and federal
securities laws then in effect with respect to any disposition of the Bonds by it, and
further acknowledges that any current exemption from registration of the Bonds does
not affect or diminish such requirements.
(c) The Purchaser is not now and has never been controlled by, or under
common control with, the Successor Agency. The Successor Agency has never been and
is not now controlled by the Purchaser. The Purchaser has entered into no arrangements
with the Successor Agency or with any affiliate in connection with the Bonds, other than
as disclosed to the Successor Agency.
Exhibit B
Page 1
(d) The Purchaser has authority to purchase the Bonds and to execute this
letter and any other instruments and documents required to be executed by the
Purchaser in connection with the purchase of the Bonds. The individual who is signing
this letter on behalf of the Purchaser is a duly appointed, qualified, and acting officer of
the Purchaser and is authorized to cause the Purchaser to make the certificates,
representations and warranties contained herein by execution of this letter on behalf of
the Purchaser.
(e) The Purchaser has been informed that the Bonds (i) have not been and
will not be registered or otherwise qualified for sale under the "Blue Sky" laws and
regulations of any jurisdiction, and (ii) will not be listed on any stock or other securities
exchange.
(f) The Purchaser acknowledges that it has the right to sell and transfer the
Bonds, subject to compliance with the transfer restrictions set forth in Section 2.06 of the
Indenture of Trust, dated as of April 1, 2017, by and between the Successor Agency and
the Trustee (the "Indenture"), including in certain circumstances the requirement for the
delivery to the Successor Agency and the Trustee of an investor's letter in the same form
as this Investor's Letter, including this paragraph. Failure to comply with the provisions
of Section 2.06 of the Indenture shall cause the purported transfer to be null and void.
(h) Neither the Trustee nor Bond Counsel, or any of their employees, counsel
or agents will have any responsibility to the Purchaser for the accuracy or completeness
of information obtained by the Purchaser from any source regarding the Successor
Agency or its financial condition, the provision for payment of the Bonds, or the
sufficiency of any security therefor. The Purchaser acknowledges that, as between the
Purchaser and all of such parties, the Purchaser has assumed responsibility for obtaining
such information and making such review as the Purchaser deemed necessary or
desirable in connection with its decision to purchase the Bonds.
(i) The Purchaser acknowledges that the Bonds are exempt from the
requirements of Rule 15c2-12 of the Securities and Exchange Commission and that the
Successor Agency has not undertaken to provide any continuing disclosure with respect
to the Bonds, except as otherwise provided in the Indenture.
The Purchaser acknowledges that the sale of the Bonds to the Purchaser is made in
reliance upon the certifications, representations and warranties herein by the addressees hereto.
Capitalized terms used herein and not otherwise defined have the meanings given such terms
in the Indenture.
[PURCHASER]
By .. —
Name
Title
Exhibit B
Page 2
-Attcichi I I I, nt
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 1990 Loan under the
Loan Agreement, dated as of January 1, 1990,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as successor trustee
and the
Refunding of the outstanding
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April _, 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as successor trustee with respect to the hereinafter
described 1990 Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of January 1, 1990 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "1990 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 1990 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A (the "1990 Authority Bonds") issued pursuant to
an Indenture of Trust, dated as of January, 1990 (the "1990 Authority Indenture"), between the
Authority and the 1990 Trustee, the proceeds of which 1990 Authority Bonds were used to fund
the 1990 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 1990 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 1990 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 1990 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 1990 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 1990 Loan
and all expenses and costs of the 1990 Trustee;
WHEREAS, the 1990 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 1990 Authority Bonds by irrevocably depositing with
the 1990 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 1990
Authority Indenture) in such amount as an Independent Accountant (as defined in the 1990
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 1990
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 1990
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 1990 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 1990 Authority Indenture or provision
satisfactory to the 1990 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 1990 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 1990
Authority Indenture) and other funds provided for in the 1990 Authority Indenture and all
other obligations of the 1990 Authority Trustee and the Authority under the 1990 Authority
Indenture with respect to all 1990 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 1990 Authority
Indenture), the obligation of the 1990 Authority Trustee to transfer and exchange the 1990
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 1990 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 1990 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 1990 Loan and, thereby, refund the 1990 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture'), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
-2-
Section 1.. ppomtment of Escrow µµBank. The Authority and the Successor Agency
hereby appoint the Escrow Bank.... s
as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority and
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 1990 Loan and, thereby, the 1990 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 1990 Authority
Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 1990
Loan and, thereby, the 1990 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 1990 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. Deposit into Escrow Fund, 11,1Ye'stille"I of Amounts.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived from the proceeds of the 2017 Bonds, the sum of $ ;
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund
pursuant to the preceding paragraph in the federal securities described in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
The Successor Agency and the Authority acknowledge that to the extent regulations of
the Comptroller of the Currency or other applicable regulatory entity grant the Successor
Agency and/or the Authority the right to receive brokerage confirmations of security
transactions as they occur, the Successor Agency and the Authority specifically waive receipt of
such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor
Agency periodic cash transaction statements which shall include detail for all investment
transactions made by the Escrow Bank hereunder.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
April ---, 2017, that the Escrowed Federal Securities mature and bear interest payable in such
amounts and at such times as, together with cash on deposit in the Escrow Fund, will be
sufficient to provide for the redemption of the 1990 Authority Bonds in full on the redemption
date and at the redemption price set forth in Exhibit B.
N
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 4. Jnst ^thous as to r'j pj�c�itio gg e ,1), ,.
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 1990 Authority Bonds, on August 1,
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit B attached hereto. Following the redemption of
the 1990 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 1990 Authority Bonds or the 1990 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank, in its capacity as 1990 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 1990 Trustee, hereby agrees to give notice of the defeasance of the 1990
Authority Bonds in the form of defeasance notice attached hereto as Exhibit C.
(c) The Escrow Bank, in its capacity as 1990 Trustee is hereby requested, and the Escrow
Bank, as 1990 Trustee, hereby agrees to give notice, as soon as practicable, of the redemption of
the 1990 Authority Bonds on August 1, 2017, in accordance with the applicable provisions of the
1990 Authority Indenture and the form of redemption notice attached hereto as Exhibit D.
Section 5. Application of 1990 Funds. Any amounts remaining on deposit in any fund or
account established under the 1990 Authority Indenture and the Loan Agreement, including
any investment earnings received after the date of original delivery of the 2017 Bonds, shall be
transferred by the Escrow Bank to the Successor Agency for deposit in the Redevelopment
Obligation Retirement Fund established under the 2017 Indenture.
Section 6. Application of
_pp Certain Terms of 1990 1Nuthor oty�lndenture. All of the terms of
the 1990 Authority Indenture relating to the making of payments of principal and interest on
the 1990 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 1990 Authority Indenture relating to the limitations from liability
and protections afforded the 1990 Trustee and the resignation and removal of the 1990 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7. j(jLi j2ensatioii to Escrow Bank. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liabilities and Obligations of Escrow row Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
-4-
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
Section 9. Amendment. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
..5_
the owners of one hundred percent (100%) in aggregate principal amount of the 1990 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 1990 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 1990 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 1990 Authority Bonds.
Section 10 Severalartaty. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11Notice of Escrow and AuLhorit . Any notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 1990 Authority Trustee in
accordance with the provisions of Section 9.12 of the 1990 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 1990 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
Section 12 Merv -or or Consolidation of Escrow dank. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
1990 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13. Executionwin Several Counterparts, This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Govern big,,L4vy. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
-7-
BALDWIN PARK FINANCING
AUTHORITY
10
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
Bradley E. Scarbrough
Vice President
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
Type Maturity Coupon Principal Price
Cost Accrued Total
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Scheduled
Sinking Fund Called
Date Installment Principal
08/01/17 $535,000 $1,230,000
Interest
Redemption Total
Premium Payment
EXHIBIT C
NOTICE OF DEFEASANCE
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
r,..,.Maturity ,Date
........Amount ..D....e.�mfe.ma_s..ed Interest Rate CUSIP No.
...........
,..�___ _ ..�.... ..... _.m_
8/1/2019 $1,765,000 7.75% 058214 BB2
NOTICE IS HEREBY GIVEN, on behalf of the Baldwin Park Financing Authority (the
"Authority") to the owners of the outstanding Baldwin Park Public Financing Authority Revenue (Tax
Allocation) Bonds, 1990 Series A, described above (the "Bonds"), that pursuant to the indenture
authorizing the issuance of the Bonds (the "Indenture'), the lien of the Indenture with respect to the
Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an
escrow fund (the "Escrow Fund"), The Escrow Fund has been established and is being maintained
pursuant to that certain Escrow Agreement, dated April _, 2017, by and among the Authority, the
Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to
have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for
under the Indenture and all other obligations of the Authority to the owners of the Bonds shall hereafter
be limited to the application of moneys in the Escrow Fund for the payment of the principal and interest
with respect to the Bonds as the same become due and payable as described below.
As evidenced by the verification report delivered to the Escrow Bank, the maturing U,S. Treasury
securities, the earnings thereon and the cash on deposit in the Escrow Fund are calculated to provide
sufficient moneys to redeem the outstanding Bonds in full on August 1, 2017 (the "Redemption Date"), at
a redemption price equal to 100% of the principal amount thereof, together with accrued interest to such
date. From and after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be
payable.
Dated:
2017
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Escrow Agreement (A-5384)
U.S. Bank National Association
March 2, 2017
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
Dated
Maturity
Amount
Redemption Redemption
Interest
Date
Date
Redeemed
Premium Price (1)
Rate CUSIP No.
1/1/1990
7/1/2019
$1,765,000
_.___-- $1,765
-� ,000
__.
7.75% 058214 BB2
(1) Plus accrued interest.
NOTICE is hereby given that the Baldwin Park Financing Authority (the "Authority") has called
for redemption on August 1, 2017 (the "Redemption Date"), the outstanding Baldwin Park Public
Financing Authority Revenue (Tax Allocation) Bonds, 1990 Series A, described above (the "Bonds"), in
the aggregate principal amount of $1,765,000 at a price equal to 100% of the principal amount thereof,
plus accrued interest to the date fixed for redemption (the "Redemption Price").
Payment of principal will be made upon presentation on and after August 1, 2017, at the
following addresses:
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E.
St Paul, MN 55107
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Neither the Authority nor U.S. Bank National Association, the Trustee, shall be held responsible
for the selection or use of the CUSIP number, nor is any representation made as to its correctness as
shown in this Redemption Notice. It is included solely for convenience of the Owners.
Dated: 2017 U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Exhibit D
Atiltac,h,
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 1998 Loan under the
Loan Agreement, dated as of May 1, 1998,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as trustee
and the
Refunding of the outstanding
Baldwin Park Financing Authority
San Gabriel River Tax Allocation Bonds
(Refunding and Housing Projects), Series 1998
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April __, 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as trustee with respect to the hereinafter described 1998
Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of May 1, 1998 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "1998 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 1998 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Financing Authority San
Gabriel River Tax Allocation Bonds (Refunding and Housing Projects), Series 1998 (the "1998
Authority Bonds") issued pursuant to an Indenture of Trust, dated as of May, 1998 (the "1998
Authority Indenture"), between the Authority and the 1998 Trustee, the proceeds of which 1998
Authority Bonds were used to fund the 1998 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 1998 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 1998 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 1998 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 1998 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 1998 Loan
and all expenses and costs of the 1998 Trustee;
WHEREAS, the 1998 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 1998 Authority Bonds by irrevocably depositing with
the 1998 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 1998
Authority Indenture) in such amount as an Independent Accountant (as defined in the 1998
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 1998
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 1998
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 1998 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 1998 Authority Indenture or provision
satisfactory to the 1998 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 1998 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 1998
Authority Indenture) and other funds provided for in the 1998 Authority Indenture and all
other obligations of the 1998 Authority Trustee and the Authority under the 1998 Authority
Indenture with respect to all 1998 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 1998 Authority
Indenture), the obligation of the 1998 Authority Trustee to transfer and exchange the 1998
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 1998 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 1998 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 1998 Loan and, thereby, refund the 1998 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds'), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture"), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
-2-
.
Section 1. Appointment of Escrow Bank. The Authority and the Successor Agency
hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment of Escrow „Fund. There is hereby created by the Authority and
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 1998 Loan and, thereby, the 1998 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 1998 Authority
Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 1998
Loan and, thereby, the 1998 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 1998 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. Deposit into Escrow hivestment of Apiouiits.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived as follows:
(i) from the proceeds of the 2017 Bonds, the sum of $______.............
(ii) from the funds and accounts held by the 1998 Trustee under the 1998
Authority Indenture, the sum of $ ..... ...............,._.
(b) The Escrow Bank shall hold all amounts deposited in the Escrow Fund in cash,
uninvested. The moneys held by the Escrow Bank in the Escrow Fund shall be used solely for
the uses and purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
April J 2017, that cash on deposit in the Escrow Fund, will be sufficient to provide for the
redemption of the 1998 Authority Bonds in full on the redemption date and at the redemption
price set forth in Exhibit A.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
(e) Any money left on deposit in the Escrow Fund after payment in full of the 1998
Authority Bonds, and the payment of all amounts due to the Escrow Bank hereunder, shall be
paid to the Successor Agency.
M
Section 4. Instructions as to plicationAp,of Deposit.
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 1998 Authority Bonds, on,_,,,
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit A attached hereto. Following the redemption of
the 1998 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 1998 Authority Bonds or the 1998 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank acknowledges that the Successor Agency has heretofore directed
that the Escrow Bank, in its capacity as the 1998 Trustee, to give notice of redemption of the
1998 Authority Bonds in accordance with the provisions of the 1998 Authority Indenture for the
redemption of the 1998 Authority Bonds on _.., 2017.
Section 5. AP, lication of 1998 f uiiids.
(a) The Escrow Bank, as 1998 Trustee, is hereby directed to transfer to the Escrow Bank
for deposit in the Escrow Fund, from the funds and accounts held by the 1998 Trustee under the
1998 Authority Indenture, the sum of $
(b) Any amounts remaining on deposit in any fund or account established under the
1998 Authority Indenture and the Loan Agreement, including any investment earnings received
after the date of original delivery of the 2017 Bonds, shall be transferred by the Escrow Bank to
the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund
established under the 2017 Indenture.
Section 6. Ap lication of Certain Terms of 1998 Aw�tl�occtyw do aTf: l�mm . All of the terms of
the 1998 Authority Indenture relating to the making of payments of principal and interest on
the 1998 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 1998 Authority Indenture relating to the limitations from liability
and protections afforded the 1998 Trustee and the resignation and removal of the 1998 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7.pin , (nisation to Escrow Bank, The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liabilities and Obligatiops of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
M
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
Section 9. Amendment. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
-5-
the owners of one hundred percent (100%) in aggregate principal amount of the 1998 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 1998 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 1998 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 1998 Authority Bonds.
Section 10 Severability. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11 Notice of Escrow Plank, Ag;,! � ,y mand Au:tliority„ Any notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 1998 Authority Trustee in
accordance with the provisions of Section 9.12 of the 1998 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 1998 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
Section 12 M"e'rger or op-colic itior�r of E.-icr. w Bank. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
1998 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13.
ExecutioninSeveral Counterparts. This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Gov r r ing Law. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
M
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
-7-
BALDWIN PARK FINANCING
AUTHORITY
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
10
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
Bradley E. Scarbrough
Vice President
EXHIBIT A
REDEMPTION SCHEDULE
Scheduled
Sinking Fund Called Redemption
Date Installment Principal Interest Premium
_/_/17 $650,000
$1,405,000
Exhibit A
Total
Payment
l�
U�III�
ESCROW AGREEMENT
by and between the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF THE BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Dated April _, 2017
Relating to the current refunding of the outstanding
Baldwin Park Redevelopment Agency
Merged Redevelopment Project,
2000 Tax Allocation Refunding Bonds
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into this day of April, 2017, by
and between the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, as successor to the
former Community Development Commission of the City of Baldwin Park, a public entity,
organized and existing under the laws of the State of California (the "Successor Agency"), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America, with a corporate trust office in Los Angeles,
California, and being qualified to accept and administer the funds and accounts hereby created,
as successor trustee with respect to the hereinafter described 2000 Bonds and as escrow agent
hereunder (the "Escrow Bank");
WITNESSETH:
WHEREAS, the Baldwin Park Redevelopment Agency (the "Former Agency") was a
public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law
of the State of California, constituting Part 1 of Division 24 of the California Health and Safety
Code (the "Law"), including the power to issue bonds for any of its corporate purposes;
WHEREAS, the Former Agency has previously issued its Baldwin Park Redevelopment
Agency Merged Redevelopment Project, 2000 Tax Allocation Refunding Bonds, of which
$8,430,000 remains outstanding (the "2000 Bonds").
WHEREAS, the 2000 Bonds were issued pursuant to an indenture of trust, dated as of
June 1, 2000 (the "2000 Indenture"), by and between the Former Agency and U.S. Bank National
Association, as trustee (the "2000 Trustee");
WHEREAS, the 2000 Indenture provides that if the Successor Agency shall pay and
provide for the entire indebtedness on all or any portion of the 2000 Bonds by irrevocably
depositing cash or non -callable Defeasance Obligations (as defined in the 2000 Indenture) with
the 2000 Trustee in such amount as will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 2000
Indenture, be fully sufficient to pay and discharge the indebtedness on all or such portion of the
2000 Bonds (including all principal, interest and redemption premiums) at or before maturity,
and if the 2000 Bonds are to be redeemed prior to the maturity thereof, and notice of such
redemption is given pursuant to the 2000 Indenture or provision satisfactory to the 2000 Trustee
shall have been made for the giving of such notice, then, at the election of the Successor Agency,
and notwithstanding that any 2000 Bonds shall not have been surrendered for payment, the
pledge of the Tax Revenues (as defined in the 2000 Indenture) and other funds provided for in
the 2000 Indenture and all other obligations of the 2000 Trustee and the Successor Agency
under the 2000 Indenture with respect to all or such portion of the 2000 Bonds shall cease and
terminate, except only the obligations of the 2000 Trustee to transfer and exchange the 2000
Bonds thereunder and except the obligations of the Successor Agency to pay or cause to be paid
to the owners of the 2000 Bonds not so surrendered and paid all sums due thereon and all
expenses and costs of the 2000 Trustee; and thereafter Tax Revenues shall not be payable to the
2000 Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to provide for
the redemption of the 2000 Bonds in full on 2017 (the "Redemption Date') at a
redemption price equal to 100% of the principal amount thereof, plus accrued interest to such
date (the "Redemption Price");
WHEREAS, to raise funds necessary to effectuate the refunding of the 2000 Bonds and
for other purposes, the Successor Agency has issued its $ Successor Agency to the
Dissolved Community Development Commission of the City of Baldwin Park Tax Allocation
Refunding Bonds, Series 2017 (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of
April 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank
National Association, as trustee (the "2017 Trustee");
WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and
to enter into this Escrow Agreement for the purpose of providing the terms and conditions for
the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and escrow created herein and to perform the duties and obligations to be undertaken
pursuant to this Escrow 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the
Escrow Bank as escrow agent for all purposes of this Escrow Agreement and in accordance with
the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such
appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Successor
.— m —
Agency with, and to be held by, the Escrow Bank, as security for the defeasance and
redemption of the 2000 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained
by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the
2000 Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the
Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2000
Bonds in accordance with the provisions of the 2000 Indenture. If at any time the Escrow Bank
shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to
make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor
Agency of such fact and the Successor Agency shall immediately cure such deficiency.
-2-
Section 3. 1 ),sit 1t -it s+ -row Fund.
(a) Concurrently with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived as follows:
(i) from the proceeds of the 2017 Bonds, the sum of $ ; and
(ii) from amounts on deposit in the reserve account created for the 2000 Bonds
(the "2000 Reserve Account"), the sum of $
(b) The Escrow Bank shall hold all amounts deposited in the Escrow Fund in cash,
uninvested. The moneys held by the Escrow Bank in the Escrow Fund shall be used solely for
the uses and purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
April ___, 2017, that cash on deposit in the Escrow Fund, will be sufficient to provide for the
redemption of the 1998 Authority Bonds in full on the redemption date and at the redemption
price set forth in Exhibit A.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
(e) Any money left on deposit in the Escrow Fund after payment in full of the 2000
Bonds, and the payment of all amounts due to the Escrow Bank hereunder, shall be paid to the
Successor Agency.
Section 4.
Instructions as to AVplic:atiort of De I�c��=�11 — on Notice.
(a) The moneys deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the outstanding 2000 Bonds in full on the
Redemption Date at the Redemption Price, all as set forth in Exhibit A attached hereto and by
this reference incorporated herein.
(b) The Escrow Bank, in its capacity as 2000 Trustee, has been previously requested, and
the Escrow Bank, as 2000 Trustee, previously agreed to give timely notice of the redemption of
the 2000 Bonds on the Redemption Date in accordance with the applicable provisions of the
2000 Indenture.
Section 5. 1lppl a - ri of 2000 Funds,.
(a) On the date of deposit of amounts in the Escrow Fund pursuant to Section 3, the
Escrow Bank, as 2000 Trustee, is hereby directed to withdraw all amounts on deposit in the 2000
Reserve Account ($ ), and transfer such amounts to the Escrow Fund..
(b) Any amounts remaining on deposit in any fund or account established under the
2000 Indenture relating to the 2000 Bonds, including any investment earnings received after the
date of original delivery of the 2017 Bonds, shall be transferred by the Escrow Bank to the
Successor Agency for deposit in the Redevelopment Obligation Retirement Fund established
under the 2017 Indenture.
pp e. All of the terms of the 2000
Section 6. A lication of Certain l'.erms of 2000 Indenturmm
Indenture relating to the making of payments of principal and interest with respect to the 2000
Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of
the 2000 Indenture relating to the limitations from liability and protections afforded the 2000
Trustee and the resignation and removal of the 2000 Trustee are also incorporated in this
Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with
respect to any resignation or removal of the Escrow Bank hereunder.
Section 7. Compensation to Escrow mBank, The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liabilities �a�;7bl�4)-anions of Escrow Bank. The Escrow Bank shall have no
i��.i� . �
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 3 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow
Bank makes no representations as to the sufficiency of the uninvested moneys to accomplish the
purposes set forth in Section 3 hereof or to the validity of this Escrow Agreement as to the
Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no
liability in respect thereof. The Escrow Bank shall not be liable in connection with the
performance of its duties under this Escrow Agreement except for its own negligence, willful
misconduct or default, and the duties and obligations of the Escrow Bank shall be determined
by the express provisions of this Escrow Agreement. The Escrow Bank may consult with
counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the
written opinion of such counsel shall have full and complete authorization and protection in
respect of any action taken, suffered or omitted by it in good faith in accordance therewith.
Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering, or omitting any action under this Escrow Agreement, such
matter (except the matters set forth herein as specifically requiring a certificate of a nationally
recognized firm of independent certified public accountants or an opinion of counsel) may be
deemed to be conclusively established by a written certification of the Successor Agency.
Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall
the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been
advised of the likelihood of such loss or damage and regardless of the form of action.
The Escrow Bank agrees to accept and act upon instructions or directions pursuant to
this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an
incumbency certificate listing persons designated to give such instructions or directions and
containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act
upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed
controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Escrow Bank's reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The Successor Agency agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Escrow Bank, including without
limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of
interception and misuse by third parties.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
The Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to
0
revive brokerage confirmations of security transactions as they occur, the Successor Agency
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
Bank will furnish the Successor Agency periodic cash transaction statements which include
detail for all investment transactions made by the Escrow Bank hereunder.
No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk
its own funds or otherwise incur any financial liability in the performance or exercise of any of
its duties hereunder, or in the exercise of its rights or powers.
The Escrow Bank may execute any of the obligations or powers hereunder or perform
any duties hereunder either directly or by or through agents, attorneys, custodians or nominees
appointed with due care and shall not be responsible for any willful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed.
The Escrow Bank shall furnish the Successor Agency periodic cash transaction
statements which include detail for all transactions effected by the Escrow Bank. Upon the
Successor Agency's election, such statements will be delivered via the Trustee's online service
and upon electing such service, paper statements will be provided only upon request.
Section 9. Arnen inient. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
the owners of one hundred percent (100%) in aggregate principal amount of the 2000 Bonds
shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (1) to add to the covenants and agreements of any party, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Successor Agency
and the Successor Agency, (2) to cure, correct or supplement any ambiguous or defective
provision contained herein, (3) in regard to questions arising hereunder or thereunder, as the
parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel,
shall not materially adversely affect the interests of the owners of the 2000 Bonds or the 2017
Bonds, and that such amendment will not cause interest on the 2000 Bonds or the 2017 Bonds to
become subject to federal income taxation. In connection with any contemplated amendment or
revocation of this Escrow Agreement, prior written notice thereof and draft copies of the
applicable legal documents shall be provided by the Successor Agency to each rating agency
then rating the 2000 Bonds.
Section 10. S(.mmYerability. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement. Notice of any such invalidity or
unenforceability shall be provided to each rating agency then rating the 2000 Bonds.
Section 11. Notice of Escrow 13anl� Icy Any notice to or
demand upon the Escrow Bank may be served and presented, and such demand may be made,
at the Principal Corporate Trust Office of the Escrow Bank as specified by the Escrow Bank as
2000 Trustee in accordance with the provisions of the 2000 Indenture. Any notice to or demand
upon the Successor Agency shall be deemed to have been sufficiently given or served for all
purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office
letter box, addressed to such party as provided in the 2000 Indenture (or such other address as
may have been filed in writing by the Successor Agency with the Escrow Bank).
Section 12. MLrg, r'r or Consolidation of F scarowB�� nk. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
2000 Indenture, shall be the successor hereunder to the Escrow Bank without the execution or
filing of any paper or any further act.
Section 13. Execution �
ution in Several Counter par! . This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Govela-i,li�- This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California.
-7-
IN WITNESS WHEREOF, the SUCCESSOR AGENCY OF THE BALDWIN PARK
REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by
its Executive Director and U.S. BANK NATIONAL ASSOCIATION in token of its acceptance of
the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate
name by its officer identified below, all as of the day and year first above written.
Attest:
Alejandra Avila
Secretary
13
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank and 2000 Trustee
Bradley E. Scarbrough
Vice President
EXHIBIT A
REDEMPTION SCHEDULE
Redemption Scheduled Called Redemption Total p J Interest Premium Payment
Date Principal� Princi al Inte mmm�,
_/_/17 -- $8,430,000
Exhibit A
AC
Attachment u
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 2003 Loan under the
Loan Agreement, dated as of December 1, 2003,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as trustee
and the
Refunding of the outstanding
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series 2003
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April J 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as trustee with respect to the hereinafter described 2003
Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of December 1, 2003 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "2003 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 2003 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series
2003 (the "2003 Authority Bonds") issued pursuant to an Indenture of Trust, dated as of
December, 2003 (the "2003 Authority Indenture"), between the Authority and the 2003 Trustee,
the proceeds of which 2003 Authority Bonds were used to fund the 2003 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 2003 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 2003 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 2003 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 2003 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 2003 Loan
and all expenses and costs of the 2003 Trustee;
WHEREAS, the 2003 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 2003 Authority Bonds by irrevocably depositing with
the 2003 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 2003
Authority Indenture) in such amount as an Independent Accountant (as defined in the 2003
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 2003
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 2003
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 2003 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 2003 Authority Indenture or provision
satisfactory to the 2003 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 2003 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 2003
Authority Indenture) and other funds provided for in the 2003 Authority Indenture and all
other obligations of the 2003 Authority Trustee and the Authority under the 2003 Authority
Indenture with respect to all 2003 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 2003 Authority
Indenture), the obligation of the 2003 Authority Trustee to transfer and exchange the 2003
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 2003 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 2003 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 2003 Loan and, thereby, refund the 2003 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds'), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture"), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
.2.
Section 1. AHj� oaaatnieijt of Escrow Bank. The Authority and the Successor Agency
hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority and
.............
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 2003 Loan and, thereby, the 2003 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 2003 Authority
Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 2003
Loan and, thereby, the 2003 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 2003 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. Ih acsat aaatp 17scrow FLUILI; Invc>squent of A.rnaunts.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived as follows:
(i) from the proceeds of the 2017 Bonds, the sum of $
(ii) from the funds and accounts held by the 2003 Trustee under the 2003
Authority Indenture, the sum of $
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund
pursuant to the preceding paragraph in the federal securities described in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
The Successor Agency and the Authority acknowledge that to the extent regulations of
the Comptroller of the Currency or other applicable regulatory entity grant the Successor
Agency and/or the Authority the right to receive brokerage confirmations of security
transactions as they occur, the Successor Agency and the Authority specifically waive receipt of
such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor
Agency periodic cash transaction statements which shall include detail for all investment
transactions made by the Escrow Bank hereunder.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
-3-.
April 2017, that the Escrowed Federal Securities mature and bear interest payable in such
amounts and at such times as, together with cash on deposit in the Escrow Fund, will be
sufficient to provide for the redemption of the 2003 Authority Bonds in full on the redemption
date and at the redemption price set forth in Exhibit B.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 4. bn tructio:tis as to Al Ilication of D,eVal >�it.
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 2003 Authority Bonds, on August 1,
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit B attached hereto. Following the redemption of
the 2003 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 2003 Authority Bonds or the 2003 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank, in its capacity as 2003 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 2003 Trustee, hereby agrees to give notice of the defeasance of the 2003
Authority Bonds in the form of defeasance notice attached hereto as Exhibit C.
(c) The Escrow Bank, in its capacity as 2003 Trustee is hereby requested, and the Escrow
Bank, as 2003 Trustee, hereby agrees to give notice, as soon as practicable, of the redemption of
the 2003 Authority Bonds on August 1, 2017, in accordance with the applicable provisions of the
2003 Authority Indenture and the form of redemption notice attached hereto as Exhibit D.
Section 5. A alj�a0(-;!l of 2003 Funds.
(a) The Escrow Bank, as 2003 Trustee, is hereby directed to transfer to the Escrow Bank
for deposit in the Escrow Fund, from the funds and accounts held by the 2003 Trustee under the
2003 Authority Indenture, the sum of $
(b) Any amounts remaining on deposit in any fund or account established under the
2003 Authority Indenture and the Loan Agreement, including any investment earnings received
after the date of original delivery of the 2017 Bonds, shall be transferred by the Escrow Bank to
the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund
established under the 2017 Indenture.
-4-
App ' 3 .cxtli.or N Indenture. All of the terms of
Section 6. A hcation of Certain Terms of 200
the 2003 Authority Indenture relating to the making of payments of principal and interest on
the 2003 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 2003 Authority Indenture relating to the limitations from liability
and protections afforded the 2003 Trustee and the resignation and removal of the 2003 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7. ComjL.epsation to Escrow ITBank. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank,
Section 9. a' "nu,'ridnwi-it. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
the owners of one hundred percent (100%) in aggregate principal amount of the 2003 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 2003 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 2003 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 2003 Authority Bonds.
Section 10 Severability. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11. Notice of lldscrow Bari , Aeticy and Au ffi riff . Any notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 2003 Authority Trustee in
accordance with the provisions of Section 9.12 of the 2003 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 2003 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
W
..c row Bank. Any company into which the
Section 12. mer °�cyr e�;�r' , �."ori ol i�.hrtori of Es
�.e
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
2003 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13, Executionmin Several Counterparts. This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Govcuwl liii-tg. Law. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
-7-
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
go
BALDWIN PARK FINANCING
AUTHORITY
In
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
an
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
10
Bradley E. Scarbrough
Vice President
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
TYType Maturity Coupon Principal Price
pe... ........ . ...... . . .
Exhibit A
Cost Accrued Total
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Scheduled
Sinking Fund Called Redemption
Date Installment Principal Interest Premium
08/01/17 $410,000 $1,870,000
Exhibit B
Total
Payment
EXHIBIT C
NOTICE OF DEFEASANCE
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds
(Puente Merced Redevelopment Project), Series 2003
_Maturity Date Amount Defeased Interest Rate CUSIP No.
8/1/2021 $2,280,000 5.25% 05821L AM1
NOTICE IS HEREBY GIVEN, on behalf of the Baldwin Park Financing Authority (the
"Authority") to the owners of the outstanding Baldwin Park Public Financing Authority Sales Tax and
Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series 2003, described above
(the "Bonds"), that pursuant to the indenture authorizing the issuance of the Bonds (the "Indenture"), the
lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of
cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been
established and is being maintained pursuant to that certain Escrow Agreement, dated April _, 2017, by
and among the Authority, the Successor Agency to the Dissolved Community Development Commission
of the City of Baldwin Park and U.S. Bank National Association, as escrow bank. As a result of such
deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The
pledge of the funds provided for under the Indenture and all other obligations of the Authority to the
owners of the Bonds shall hereafter be limited to the application of moneys in the Escrow Fund for the
payment of the principal and interest with respect to the Bonds as the same become due and payable as
described below.
As evidenced by the verification report delivered to the Escrow Bank, the maturing U.S. Treasury
securities, the earnings thereon and the cash on deposit in the Escrow Fund are calculated to provide
sufficient moneys to redeem the outstanding Bonds in full on August 1, 2017 (the "Redemption Date"), at
a redemption price equal to 100% of the principal amount thereof, together with accrued interest to such
date. From and after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be
payable.
Dated: 2017
Exhibit C
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds
(Puente Merced Redevelopment Project), Series 2003
Dated Maturity Amount Redemption Redemption Interest
Date Date Redeemed Premium Price (1) Rate
--- --� ..........�_.. ....... ...... _. .,,,.... .._...
8/1/2021 $2,280,000 -- $2,280,000 7.75%
(1) Plus accrued interest.
CUSIP No.
05821L AM1
NOTICE is hereby given that the Baldwin Park Financing Authority (the "Authority") has called
for redemption on August 1, 2017 (the "Redemption Date"), the outstanding Baldwin Park Public
Financing Authority Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment
Project), Series 2003, described above (the "Bonds"), in the aggregate principal amount of $2,280,000 at a
price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption
(the "Redemption Price").
Payment of principal will be made upon presentation on and after August 1, 2017, at the
following addresses:
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E.
St Paul, MN 55107
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Neither the Authority nor U.S. Bank National Association, the Trustee, shall be held responsible
for the selection or use of the CUSIP number, nor is any representation made as to its correctness as
shown in this Redemption Notice. It is included solely for convenience of the Owners.
Dated:
2017
Exhibit D
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Attachment,
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
Tax Allocation Refunding Bonds, Series 2017
BOND PURCHASE AND RATE LOCK AGREEMENT
........ -.......... __.....___, 2017
Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park
14403 East Pacific Avenue
Baldwin Park, CA 91706
Ladies and Gentlemen:
(the "Purchaser'), offers to enter into this Bond Purchase and Rate
Lock Agreement (the "Bond Purchase Agreement") with the Successor Agency to the Dissolved
Community Development Commission of the City of Baldwin Park (the "Successor Agency"),
which will be binding upon the Successor Agency and the Purchaser upon the acceptance
hereof by the Successor Agency. This offer is made subject to its acceptance by the Successor
Agency by execution of this Bond Purchase Agreement and its delivery to the Purchaser on or
before 5:00 P.M., California time, on the date hereof.
Terms not otherwise defined herein shall have the same meanings as set forth in the
Indenture, described below.
1. Purchase and Sale. Upon the terms and conditions and in reliance upon the
representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to
the Purchaser and the Purchaser hereby agrees to purchase from the Successor Agency, all (but
not less than all) of the $ Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "Bonds"), at the purchase price of $ (the "Purchase Price"), being the
principal amount of the Bonds. The Purchase Price will be delivered on the Closing Date (as
defined in Section 6 below), to U.S. Bank National Association, as trustee (the "Trustee"), on
behalf of the Successor Agency.
The Successor Agency acknowledges and agrees that (i) the purchase and sale of the
Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction
between the Successor Agency and the Purchaser; (ii) in connection with such transaction,
including the process leading thereto, the Purchaser is acting solely as a principal and not as an
agent or a fiduciary of the Successor Agency; (iii) the Purchaser has neither assumed an
advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering
of the Bonds or the process leading thereto (whether or not the Purchaser, or any affiliate of the
Purchaser, has advised or is currently advising the Successor Agency on other matters) nor has
it assumed any other obligation to the Successor Agency except the obligations expressly set
forth in this Bond Purchase Agreement, (iv) the Purchaser has financial and other interests that
differ from those of the Successor Agency; and (v) the Successor Agency has consulted with its
own legal and financial advisors to the extent it deemed appropriate in connection with the
offering of the Bonds.
The Successor Agency hereby acknowledges receipt from Piper Jaffray & Co., as
placement agent (the "Placement Agent"), of disclosures required by the Municipal Securities
Rulemaking Board ("MSRB") Rule G-17 (as set forth in MSRB Notice 2012-25 (May 7, 2012),
relating to disclosures concerning the Placement Agent's role in the transaction, disclosures
concerning the Placement Agent's compensation, conflict disclosures, if any, and disclosures
concerning complex municipal securities financing, if any.
The Bonds shall be dated the Closing Date, shall bear interest at the rate, shall mature on
the date and in the principal amount and shall be subject to redemption, all as set forth in the
Exhibit A attached hereto.
The Bonds are being issued pursuant to the provisions of section 34177.5 of the
California Health and Safety Code and section 53580 et seq. of the California Government Code,
a resolution of the Successor Agency, adopted on January 18, 2017 (the "Successor Agency
Resolution"), a resolution of the Oversight Board to the Dissolved Community Development
Commission of the City of Baldwin Park, adopted on January 24, 2017 (the "Oversight Board
Resolution"), and that certain Indenture of Trust, dated as of April 1, 2017 (the "Indenture"), by
and between the Successor Agency and the Trustee. The Department of Finance of the State (the
"Department of Finance") has issued a letter, dated , 2017, approving the issuance
of the Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from,
and secured by a lien on Tax Revenues.
The Bonds are being issued for the purpose of (a) providing funds to the Successor
Agency to (i) prepay a loan agreement, dated as of January 1, 1990, by and among the Baldwin
Park Financing Authority (the "Authority"), the former Community Development Commission
of the City of Baldwin Park (the "Former Agency") and Security Pacific National Bank (the
"1990 Loan"), since succeeded by the Trustee, securing the Authority's Baldwin Park Public
Financing Authority Revenue (Tax Allocation) Bonds, 1990 Series A (the "1990 Authority
Bonds"), (ii) prepay a loan agreement, dated as of April 1, 1998, by and among the Authority,
the Former Agency and the Trustee (the "1998 Loan"), securing the Authority's Baldwin Park
Financing Authority San Gabriel River Tax Allocation Bonds (Refunding and Housing Projects),
Series 1998 (the "1998 Authority Bonds"), (iii) refund the Baldwin Park Redevelopment Agency
Merged Redevelopment Project 2000 Tax Allocation Refunding Bonds (the "2000 Bonds"), and
(iv) prepay a loan agreement, dated as of December 1, 2003, by and among the Authority, the
Former Agency and the Trustee (the "2003 Loan"), securing the Authority's Baldwin Park
Public Financing Authority Sales Tax and Tax Allocation Refunding Bonds (Puente Merced
IPA
Redevelopment Project), Series 2003 (the "2003 Authority Bonds"); and (b) paying the costs of
issuing the Bonds.
Pursuant to an escrow agreement (the "1990 Escrow Agreement"), by and between the
Successor Agency and U.S. Bank National Association, as escrow bank (the "Escrow Bank"),
provision will be made for the defeasance of the 1990 Authority Bonds and a sufficient amount
will be deposited in an escrow fund to redeem all outstanding 1990 Authority Bonds in full on
__..... _ ________, 2017, at the price of 100% of the principal amount thereof, plus accrued interest.
The refunding of the 1990 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 1990 Loan. Pursuant to an escrow agreement
(the "1998 Escrow Agreement"), by and between the Successor Agency and the Escrow Bank,
provision will be made for the defeasance of the 1998 Authority Bonds and a sufficient amount
will be deposited in an escrow fund to redeem all outstanding 1998 Authority Bonds in full on
2017, at the price of 100% of the principal amount thereof, plus accrued interest.
The refunding of the 1998 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 1998 Loan. Pursuant to an escrow Agreement
(the "2000 Escrow Agreement"), provision will be made for the defeasance of the 2000 Bonds
and a sufficient amount will be deposited in an escrow fund to redeem all outstanding 2000
Bonds in full on _............... „_._---- ,____., 2017, at the price of 100% of the principal amount thereof, plus
accrued interest. Pursuant to an escrow agreement (the "2003 Escrow Agreement" and, with the
1990 Escrow Agreement, the 1998 Escrow Agreement and the 2000 Escrow Agreement, the
"Escrow Agreements"), by and between the Successor Agency and the Escrow Bank, provision
will be made for the defeasance of the 2003 Authority Bonds and a sufficient amount will be
deposited in an escrow fund to redeem all outstanding 2003 Authority Bonds in full on
1111-1 _n,,,,,,,,, _3 2017, at the price of 100% of the principal amount thereof, plus accrued interest.
The refunding of the 2003 Authority Bonds will have the effect of satisfying, in full, the
Successor Agency's obligations with respect to the 2003 Loan.
2. Private Placement, Bonds Constitute Investment of Purchaser.
(a) The Purchaser has sufficient knowledge and experience in financial and business
matters, including purchase and ownership of municipal and other obligations of a nature
similar to the Bonds to be able to evaluate the risks and merits of the investment represented by
the purchase of the Bonds.
(b) The Purchaser is acquiring the Bonds for its own account and not with a view to, or
for sale in connection with, any distribution thereof or any part thereof. The Purchaser has not
offered to sell, solicited offers to buy, or agreed to sell the Bonds or any part thereof, and the
Purchaser has no current intention of reselling or otherwise disposing of the Bonds provided,
hozoever, such representation shall not preclude the Purchaser from transferring or selling of the
Bonds in accordance with the provisions of the Indenture. The Purchaser is not acting in a
broker-dealer capacity in connection with its purchase of the Bonds. The Purchaser has required
as a condition to the purchase of the Bonds that no application be made for the assignment of
CUSIP numbers or to make the Bonds DTC eligible.
(c) As a sophisticated investor, the Purchaser has made its own credit inquiry and
analysis with respect to the Successor Agency and the Bonds and has made an independent
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credit decision based upon such inquiry and analysis and in reliance on the truth, accuracy, and
completeness of the representations and warranties of the Successor Agency set forth in the
Indenture and in the information set forth in any materials submitted to the Purchaser by the
Successor Agency. The Successor Agency has furnished to the Purchaser all the information
which the Purchaser, as a reasonable investor, has requested of the Successor Agency as a result
of the Purchaser having attached significance thereto in making its investment decision with
respect to the Bonds, and the Purchaser has had the opportunity to ask questions of and receive
answers from knowledgeable individuals concerning the Successor Agency and the Bonds. The
Purchaser is able and willing to bear the economic risk of the purchase and ownership of the
Bonds.
(d) The Purchaser understands that the Bonds have not been registered under the
United States Securities Act of 1933 or under any state securities laws. The Purchaser agrees that
it will comply with any applicable state and federal securities laws then in effect with respect to
any disposition of the Bonds by it, and further acknowledges that any current exemption from
registration of the Bonds does not affect or diminish such requirements.
(e) The Purchaser has authority to purchase the Bonds and to execute any instruments
and documents required to be executed by the Purchaser in connection with the purchase of the
Bonds. The undersigned is a duly appointed, qualified, and acting officer of the Purchaser and
is authorized to cause the Purchaser to make the representations and warranties contained
herein on behalf of the Purchaser.
(f) The Purchaser acknowledges that the Bonds are transferable with certain
requirements, as described in the Indenture. The Purchaser acknowledges that the Bonds are
exempt from the requirements of Rule 15c2-12 of the Securities and Exchange Commission and
that the Successor Agency has not undertaken to provide any continuing disclosure with
respect to the Bonds but that the Successor Agency has agreed to provide other ongoing
information to the Purchaser as set forth in the Indenture and in Exhibit B attached hereto (the
"Terms and Conditions").
4. Representations, Warranties and Agreements of the Successor Agency. The Successor
Agency represents and warrants to the Purchaser that, as of the Closing Date:
(a) The Successor Agency is a public body, corporate and politic, organized and existing
under the laws of the State of California (the "State"), and is authorized, among other things, (i)
to issue the Bonds, and (ii) to secure the Bonds in the manner contemplated by the Indenture.
(b) The Successor Agency has the full right, power and authority (i) to adopt the
Successor Agency Resolution, (ii) to enter into the Indenture, the Escrow Agreements and this
Bond Purchase Agreement, (iii) to issue, sell and deliver the Bonds to the Purchaser as provided
herein, and (iv) to carry out and consummate all other transactions on its part contemplated by
each of the aforesaid documents, and the Successor Agency has complied with all provisions of
applicable law in all matters relating to such transactions.
(c) The Successor Agency has duly authorized (i) the execution and delivery of the
Bonds and the execution, delivery and due performance by the Successor Agency of this Bond
IN
Purchase Agreement, the Escrow Agreements and the Indenture, and (ii) the taking of any and
all such action as may be required on the part of the Successor Agency to carry out, give effect
to and consummate the transactions on its part contemplated by such instruments. All consents
or approvals necessary to be obtained by the Successor Agency in connection with the foregoing
have been received, and the consents or approvals so received are still in full force and effect.
(d) The Bonds, when issued, authenticated and delivered in accordance with the
Successor Agency Resolution and the Indenture, and sold to the Purchaser as provided herein,
will constitute legal, valid and binding obligations of the Successor Agency, enforceable in
accordance with their respective terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally, the application of equitable principles, the
exercise of judicial discretion and the limitations on legal remedies against public entities in the
State, and are entitled to the benefits of the laws of the State, the Indenture and the Successor
Agency Resolution.
(e) Neither the execution and delivery by the Successor Agency of the Indenture, the
Escrow Agreements, this Bond Purchase Agreement and of the Bonds nor the consummation of
the transactions on the part of the Successor Agency contemplated herein or therein or the
compliance with the provisions hereof or thereof will conflict with, or constitute on the part of
the Successor Agency a violation of, or a breach of or default under, (i) any statute, indenture,
mortgage, note or other agreement or instrument to which the Successor Agency is a party or by
which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule,
regulation, ordinance, judgment, order or decree to which the Successor Agency (or the
members of the Successor Agency or any of its officers in their respective capacities as such) is
subject.
(f) The Successor Agency has never been in default at any time, as to principal of or
interest on any obligation which it has issued except as otherwise specifically disclosed to the
Purchaser; and the Successor Agency has not entered into any contract or arrangement of any
kind which might give rise to any lien or encumbrance on the Tax Revenues pledged to the
payment of the Bonds except as otherwise specifically disclosed to the Purchaser.
(g) Except as otherwise specifically disclosed in writing to the Purchaser, there is no
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, which has been served on the Successor Agency or, to the best knowledge
of the Successor Agency, threatened, which in any way questions the powers of the Successor
Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the
Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable
decision, ruling or finding could materially adversely affect the transactions contemplated by
this Bond Purchase Agreement, the Escrow Agreements or the Indenture, or which, in any way,
could adversely affect the validity or enforceability of the Indenture, the Escrow Agreements,
the Bonds or this Bond Purchase Agreement or, to the knowledge of the Successor Agency,
which in any way questions the exclusion from gross income of the recipients thereof the
interest on the Bonds for federal income tax purposes or in any other way questions the status
of the Bonds under federal or state tax laws or regulations or which in any way could materially
adversely affect the availability of Tax Revenues.
(h) The financial statements of, and other financial information regarding the Successor
Agency relating to the receipts, expenditures and cash balances of revenues by the Successor
Agency as of June 30, 2015, fairly represent the receipts, expenditures and cash balances of such
amounts and, insofar as presented, other funds of the Agency as of the dates and for the periods
therein set forth. The financial statements of the Successor Agency have been prepared in
accordance with generally accepted accounting principles consistently applied. There has not
been any materially adverse change in the financial condition of the Successor Agency or in its
operations since June 30, 2015, and there has been no occurrence, circumstance or combination
thereof which is reasonably expected to result in any such materially adverse change.
(i) Any certificate signed by any official of the Successor Agency and delivered to the
Purchaser in connection with the offer or sale of the Bonds shall be deemed a representation
and warranty by the Successor Agency to the Purchaser as to the truth of the statements therein
contained.
0) The Successor Agency has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may
not be relied upon.
(k) The Bonds shall not be registered or otherwise qualified under any Blue Sky or other
securities laws.
(1) All authorizations, approvals, licenses, permits, consents, elections, and orders of or
filings with any governmental authority, legislative body, board, agency or commission having
jurisdiction in the matters which are required by the Closing Date for the due authorization of,
which would constitute a condition precedent to or the absence of which would adversely affect
the due performance by the Successor Agency of, its obligations in connection with the
Indenture have been duly obtained or made and are in full force and effect.
(m) Between the date of this Bond Purchase Agreement and the Closing Date, the
Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed
money not previously disclosed to the Purchaser.
(n) The Successor Agency will apply the proceeds of the Bonds in accordance with the
Indenture.
(o) As of the time of acceptance hereof and as of the Closing Date, except as otherwise
specifically disclosed to the Purchaser, the Successor Agency has complied with the filing
requirements of sections 33080 to 33080.6 and with Sections 33334.2, 33334.3 and 33334.6 of the
Redevelopment Law.
(p) The Oversight Board has duly adopted the Oversight Board Resolution and no
further Oversight Board approval or consent is required for the issuing of the Bonds.
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(q) No further Department of Finance approval or consent is required for the issuance of
the Bonds. The Successor Agency has received its Finding of Completion from the Department
of Finance.
5. Covenant of the Successor Agency. The Successor Agency covenants with the Purchaser
as of the Closing Date that the Successor Agency will not knowingly take or omit to take any
action, which action or omission will in any way cause the proceeds from the sale of the Bonds
to be applied in a manner other than as provided in the Indenture or which would cause the
interest on the Bonds to be includable in gross income for federal income tax purposes or would
adversely affect the qualification of the Bonds as "qualified tax exempt obligations" under
section 265(b)(3) of the The Internal Revenue Code of 1986, as amended.
6. Closing. On April J 2017, or at such other date and times as shall have been mutually
agreed upon by the Successor Agency and the Purchaser (the "Closing Date"), the Successor
Agency will deliver or cause to be delivered the Bonds to the Purchaser, and the Successor
Agency shall deliver or cause to be delivered to the Purchaser the certificates, opinions and
documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The
activities relating to the execution and delivery of the Bonds, opinions and other instruments as
described in Section 8 of this Bond Purchase Agreement shall occur on the Closing Date. The
delivery of the certificates, opinions and documents as described herein shall be made at the
offices Quint & Thimmig LLP, in Larkspur, California ("Bond Counsel"), or at such other place
as shall have been mutually agreed upon by the Successor Agency and the Purchaser. Such
delivery is herein called the "Closing."
The Bonds will be prepared and physically delivered to the Purchaser on the Closing
Date in the form of a separate single fully registered bond. The Bonds will be authenticated by
the Trustee in accordance with the terms and provisions of the Indenture.
The Purchaser will pay the Purchase Price of the Bonds by delivering to the Trustee, for
the account of the Successor Agency a wire transfer in federal funds of the Purchase Price
payable to the order of the Trustee.
7. Closing Conditions. The obligations of the Purchaser hereunder shall be subject to the
performance by the Successor Agency of its obligations hereunder at or prior to the Closing
Date and are also subject to the following conditions:
(a) all terms and conditions contained in the Terms and Conditions of the Purchaser,
attached hereto as Exhibit _, have been complied with to the Purchaser's satisfaction;
(b) the representations, warranties and covenants of the Successor Agency contained
herein shall be true and correct in all material respects as of the Closing Date;
(c) as of the Closing Date, there shall have been no material adverse change in the
financial condition of the Successor Agency;
(d) as of the Closing Date, all official action of the Successor Agency relating to this Bond
Purchase Agreement, the Escrow Agreements and the Indenture shall be in full force and effect;
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(e) as of the Closing Date, the Purchaser shall receive the following certificates, opinions
and documents, in each case satisfactory in form and substance to the Purchaser:
(i) a copy of the Indenture, as duly executed and delivered by the Successor
Agency and the Trustee;
(ii) copies of the Escrow Agreements, as duly executed and delivered by the
Successor Agency and the Escrow Bank;
(iii) an opinion of Bond Counsel, in form acceptable to the Purchaser, dated the
Closing Date and addressed to the Successor Agency, with a reliance letter addressed to
the Purchaser;
(iv) a certificate, dated the Closing Date, of the Successor Agency executed by the
Executive Director (or other duly appointed officer of the Successor Agency authorized
by the Successor Agency by resolution of the Successor Agency) to the effect that (A)
there is no action, suit, proceeding or investigation at law or in equity before or by any
court, public board or body which has been served on the Successor Agency or, to the
knowledge of the Successor Agency, threatened against or affecting the Successor
Agency to restrain or enjoin the Successor Agency's participation in, or in any way
contesting the existence of the Successor Agency or the powers of the Successor Agency
with respect to, the transactions contemplated by this Bond Purchase Agreement, the
Escrow Agreements or the Indenture, and consummation of such transactions; and (B)
the representations and warranties of the Successor Agency contained in this Bond
Purchase Agreement are true and correct in all material respects, and the Successor
Agency has complied with all agreements and covenants and satisfied all conditions to
be satisfied at or prior to the Closing Date as contemplated by the Indenture, the Escrow
Agreements and this Bond Purchase Agreement;
(v) an opinion of counsel to the Successor Agency, dated the Closing Date and
addressed to the Successor Agency and the Purchaser to the effect that:
(A) the Successor Agency is a public body, organized and existing under
the laws of the State;
(B) the Successor Agency has full legal power and lawful authority to
enter into the Indenture, the Escrow Agreements and this Bond Purchase
Agreement;
(C) the Successor Agency Resolution has been duly adopted at a meeting
of the governing body of the Successor Agency, which was called and held
pursuant to the law and with all public notice required by law and at which a
quorum was present and acting throughout and the Successor Agency
Resolution is in full force and effect and has not been modified, amended or
rescinded;
In
(D) the Indenture, the Escrow Agreements and this Bond Purchase
Agreement have been duly authorized, executed and delivered by the Successor
Agency and, assuming due authorization, execution and delivery by the other
parties thereof, constitute the valid, legal and binding agreements of the
Successor Agency enforceable in accordance with their terms; and
(E) Except as otherwise specifically disclosed to the Purchaser, there is no
litigation, action, suit, proceeding or investigation (or any basis therefor) at law
or in equity before or by any court, governmental agency or body, pending by
way of a summons served against the Successor Agency or, to our knowledge,
threatened against the Successor Agency, challenging the creation, organization
or existence of the Successor Agency, or the validity of the Indenture, the Escrow
Agreements or this Bond Purchase Agreement or seeking to restrain or enjoin
any of the transactions referred to therein or contemplated thereby or contesting
the authority of the Successor Agency to enter into or perform its obligations
under the Indenture, the Escrow Agreements or this Bond Purchase Agreement,
or under which a determination adverse to the Successor Agency would have a
material adverse effect upon the availability of Tax Revenues, or which, in any
manner, questions the right of the Successor Agency to enter into, and perform
under, the Indenture, the Escrow Agreements or this Bond Purchase Agreement,
(vi) an opinion of counsel to the Trustee, dated the Closing Date and addressed
to the Successor Agency and the Purchaser, to the effect that:
(A) The Trustee is a national banking association organized and existing
under the laws of the United States of America, having full power to enter into,
accept and administer the trust created under the Indenture;
(B) The Indenture has been duly authorized, executed and delivered by
the Trustee and the Indenture constitutes a legal, valid and binding obligation of
the Trustee enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally and by the application of equitable
principles, if equitable remedies are sought; and
(C) No consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that
has not been obtained is or will be required for the execution and delivery of the
Indenture or the consummation of the transactions contemplated by the
Indenture;
(vii) an opinion of counsel to the Escrow Bank, dated the Closing Date and
addressed to the Successor Agency and the Purchaser, to the effect that:
(A) The Escrow Bank is a national banking association organized and
existing under the laws of the United States of America, having full power to
enter into, accept and administer the Escrow Agreements;
0
(B) The Escrow Agreements have been duly authorized, executed and
delivered by the Escrow Bank and the Escrow Agreements constitute the legal,
valid and binding obligations of the Escrow Bank enforceable in accordance with
their respective terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights generally and by the application of equitable principles, if equitable
remedies are sought; and
(C) No consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Escrow Bank
that has not been obtained is or will be required for the execution and delivery of
the Escrow Agreements or the consummation of the transactions contemplated
by the Escrow Agreements;
(viii) a certificate, dated the Closing Date, of the Trustee, signed by a duly
authorized officer of the Trustee, to the effect that (A) the Trustee is duly organized and
validly existing as a national banking association, with full corporate power to
undertake the trust of the Indenture; (B) the Trustee has duly authorized, executed and
delivered the Indenture and by all proper corporate action has authorized the
acceptance of the trust of the Indenture; and (C) to the best of such officer's knowledge,
there is no action, suit, proceeding or investigation at law or in equity before or by any
court, public board or body which has been served on the Trustee (either in state or
federal courts), or to the knowledge of the Trustee which would restrain or enjoin the
execution or delivery of the Indenture, or which would affect the validity or
enforceability of the Indenture, or the Trustee's participation in, or in any way
contesting the powers or the authority of the Trustee with respect to, the transactions
contemplated by the Indenture, or any other agreement, document or certificate related
to such transactions;
(ix) a certificate, dated the Closing Date, of the Escrow Bank, signed by a duly
authorized officer of the Escrow Bank, to the effect that (A) the Escrow Bank is duly
organized and validly existing as a national banking association, with full corporate
power to administer the Escrow Agreements; (B) the Escrow Bank has duly authorized,
executed and delivered the Escrow Agreements and by all proper corporate action has
authorized the acceptance of the Escrow Agreements; and (C) to the best of such officer's
knowledge, there is no action, suit, proceeding or investigation at law or in equity before
or by any court, public board or body which has been served on the Escrow Bank (either
in state or federal courts), or to the knowledge of the Escrow Bank which would restrain
or enjoin the execution or delivery of the Escrow Agreements, or which would affect the
validity or enforceability of the Escrow Agreements, or the Escrow Bank's participation
in, or in any way contesting the powers or the authority of the Escrow Bank with respect
to, the transactions contemplated by the Escrow Agreements, or any other agreement,
document or certificate related to such transactions;
(x) a supplemental opinion of Bond Counsel, dated the Closing Date and
addressed to the Successor Agency and the Purchaser, to the effect that:
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(A) this Bond Purchase Agreement and the Escrow Agreements have
been duly authorized, executed and delivered by the Successor Agency and,
assuming the valid execution and delivery by the other parties thereto, are valid
and binding upon the Successor Agency, subject to the laws relating to
bankruptcy, insolvency, reorganization of creditors' rights generally and to the
application of equitable principles;
(B) the Bonds are exempt from registration pursuant to Section 3(a)(2) of
the Securities Act of 1933, as amended, and the Indenture are exempt from
qualification pursuant to the Trust Indenture Act of 1939, as amended; and
(xi) an Arbitrage Certificate in the form satisfactory to Bond Counsel;
(xii) certified copies of the Successor Agency Resolution and the Oversight Board
Resolution;
(xiii) evidence of the bond approval from the Department of Finance and the
Finding of Completion from the Department of Finance;
(xiv) the specimen Bond;
(xv) evidence that the federal tax information form 8038-G with respect to the
Bonds has been prepared by Bond Counsel for filing;
(xvi) evidence of required filings with the California Debt and Investment
Advisory Commission;
(xvii) the report of Grant Thornton LLP, as verification agent, demonstrating the
mathematical accuracy of the calculations as to the sufficiency of the securities and
uninvested cash in the escrow fund established to meet the defeasance requirements of
the 1990 Authority Bonds, the 1998 Authority Bonds, the 2000 Bonds and the 2003
Authority Bonds;
(xviii) defeasance opinion of Bond Counsel with respect to the 1990 Authority
Bonds, the 1998 Authority Bonds, the 2000 Bonds and the 2003 Authority Bonds, dated
the Closing Date and addressed to the Successor Agency, the Trustee, the Escrow Bank
and the Purchaser, in form and substance satisfactory to the Purchaser;
(xix) A certificate of Harrell & Company Advisors, LLC (the "Municipal
Advisor"), dated the date of the Closing, confirming satisfaction of the savings
requirements set forth in section 34177.5(a) of the Dissolution Act and that the Savings
Parameters have been achieved, as required by Oversight Board Resolution; and
(xx) such additional legal opinions, certificates, instruments and other documents
as the Purchaser may reasonably deem necessary to evidence the truth and accuracy as
of the time of the Closing Date of the representations and warranties of the Successor
-11-
Agency contained in this Bond Purchase Agreement and the due performance or
satisfaction by the Successor Agency at or prior to such time of all agreements then to be
performed and all conditions then to be satisfied by the Successor Agency pursuant to
this Bond Purchase Agreement and the Terms and Conditions.
8, Termination, The Purchaser shall have the right to cancel its obligations to purchase the
Bonds if between the date hereof and the Closing Date:
(a) a decision with respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States, or legislation shall be
favorably reported by such a committee or be introduced, by amendment or otherwise, in or be
passed by the House of Representatives or the Senate, or recommended to the Congress of the
United States for passage by the President of the United States, or be enacted or a decision by a
federal court of the United States or the United States Tax Court shall have been rendered, or a
ruling, release, order, regulation or offering circular by or on behalf of the United States
Treasury Department, the Internal Revenue Service or other governmental agency shall have
been made or proposed to be made having the purpose or effect, or any other action or event
shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting
the federal income tax consequences of owning the Bonds, including causing interest on the
Bonds to be included in gross income for purposes of federal income taxation, or imposing
federal income taxation upon revenues other income of the general character to be derived by
the Successor Agency or by any similar body under the Indenture or similar documents or upon
interest received on obligations of the general character of the Bonds which, in the reasonable
opinion of the Purchaser, materially adversely affects the market price of or market for the
Bonds; or
(b) legislation shall have been enacted, or considered for enactment with an effective
date prior to the Closing Date, or a decision by a court of the United States shall have been
rendered, the effect of which is that of the Bonds, including any underlying obligations, or the
Indenture, as the case may be, is not exempt from the registration, qualification or other
requirements of the Securities Act of 1933, as amended and as then in effect, the Securities
Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as
amended and as then in effect; or
(c) a stop order, ruling, regulation or offering circular by the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter shall
have been issued or made or any other event occurs, the effect of which is that the issuance,
offering or sale of the Bonds, including any underlying obligations, or the execution of the
Indenture, as contemplated hereby, is or would be in violation of any provisions of the federal
securities laws, including the Securities Act of 1933, as amended and as then in effect, the
Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of
1939, as amended and as then in effect; or
(d) there shall have occurred any outbreak of hostilities or any national or international
calamity or crisis, including a financial crisis, the effect of which on the financial markets of the
United States is such as, in the reasonable judgment of the Purchaser, would materially
adversely affect the market for or market price of the Bonds; or
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(e) there shall be in force a general suspension of trading on the New York Stock
Exchange, the effect of which on the financial markets of the United States is such as, in the
reasonable judgment of the Purchaser, would materially adversely affect the market for or
market price of the Bonds; or
(f) a general banking moratorium shall have been declared by federal, New York or
California authorities; or
(g) any proceeding shall be pending or threatened by the Securities and Exchange
Commission against the Successor Agency; or
(h) 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; or
(i) the New York Stock Exchange or other national securities exchange, or any
governmental or regulatory authority, shall impose, as to the Bonds or obligations of the
general character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital
requirements of the Purchaser; or
(j) any change, which in the reasonable opinion of the Purchaser, materially adversely
affects the marketability of the Bonds or, the financial condition of the Successor Agency.
9. Contingency of Obligations. The obligations of the Successor Agency hereunder are
subject to the performance by the Purchaser of its obligations hereunder.
10. Duration of Representations, Warranties, Agreements and Covenants. All representations,
warranties, agreements and covenants of the Successor Agency shall remain operative and in
full force and effect, regardless of any investigations made by or on behalf of the Purchaser or
the Successor Agency and shall survive the Closing Date.
11. Expenses. The Successor Agency will pay or cause to be paid all reasonable expenses
incident to the performance of its obligations under this Bond Purchase Agreement, including,
but not limited to, mailing or delivery of the Bonds, costs of printing the Bonds, the fees and
disbursements of the Trustee, the Placement Agent, the Municipal Advisor, Bond Counsel,
counsel to the Successor Agency and counsel to the Purchaser, the fees and expenses of the
Successor Agency's accountants and fiscal consultants and the reporting fee to the California
Debt and Investment Advisory Commission. In the event this Bond Purchase Agreement shall
terminate because of the default of the Purchaser, the Successor Agency will, nevertheless, pay,
or cause to be paid, all of the expenses specified above. The Purchaser shall pay all expenses
incurred by it in connection its purchase of the Bonds other than the fees and expenses of its
counsel.
12. Notices. Any notice or other communication to be given to the Successor Agency
under this Bond Purchase Agreement may be given by delivering the same in writing to the
-13-
Finance Director of the City of Baldwin Park on behalf of the Successor Agency, 14403 East
Pacific Avenue Baldwin Park, CA 91706, and any notice or other communication to be given to
the Purchaser under this Bond Purchase Agreement may be given by delivering the same in
writing to .......................... Attention: -...----................ ......
.........w.....•
13. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the
Successor Agency and the Purchaser (including the successors or assigns of the Purchaser) and
no other person, including any purchaser of the Bonds, shall acquire or have any right
hereunder or by virtue hereof.
14. Governing Lam This Bond Purchase Agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts made and
performed in California.
15. Headings. The headings of the paragraphs of this Bond Purchase Agreement are
inserted for convenience of reference only and shall not be deemed to be a part hereof.
16. 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.
17. Effectiveness. This Bond Purchase Agreement shall become effective upon acceptance
hereof by the Successor Agency.
18. Counterparts. This Bond Purchase Agreement may be executed in several
counterparts which together shall constitute one and the same instrument.
Accepted and agreed to as of
the date first above written:
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
10
Shannon Yauchzee
Executive Director
-14-
Very truly yours,
By..............
Name
Title
as Purchaser
Acknowledged:
PIPER JAFFRAY & CO., as Placement
Agent
By —
Name
Title
[Successor Agency to the Dissolved Community Development
Commission of the City of Baldwin Park
Tax Allocation Refunding Bonds, Series 2017]
-15-
EXHIBIT A TO THE
BOND PURCHASE AGREEMENT
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
Tax Allocation Refunding Bond, Series 2017
MATURITY SCHEDULE
Maturity Date Principal Interest
(September 1) Amount Rate
............ ....._... ,...............
2030 ` %
REDEMPTION PROVISIONS
Optional Redemption. The Bonds are subject to redemption, at the option of the Successor Agency
on any date on or after September 1, , as a whole or in part, by lot, from any available source of
funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the
date fixed for redemption, without premium.
Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption in part by
lot on September 1, 2017, and on each September 1 thereafter, to and including September 1, 2030, from
Mandatory Sinking Account Payments made by the Successor Agency at a redemption price equal to the
principal amount thereof, without premium, in the aggregate respective amounts and on the respective
dates as set forth in the following table.
t Maturity,
Redemption Date Principal
(August 1) Amount
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030t
Exhibit A
EXHIBIT B TO THE
BOND PURCHASE AGREEMENT
TERMS AND CONDITIONS
ATTACHED
Exhibit B
A,,tti t h n t
i
....... ..... - ------ , ", .... ....
................. ........ . ........
.... - ------- - . . . . . .......................
SOURCES AND USES OF FUNDS
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Bonds Refunding, Series 2017
Private Placement
Dated Date 04/15/2017
Delivery Date 04/15/2017
Delivery Date Expenses
Cost of Issuance 12,000.00 25,000.00 21,000.00 76,000.00 134,000.00
Other Uses of Funds:
Rounding Amount 682.57 (687.50) 537.55 787.92 1,320.54
. ........ .....
1,805,800.00 2,105,000.00 2,358,000.00 8,587,000.00 14,855,800.00
................ . . ............ -------- - __1 . ........
I'll, ------- ---
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 1
Tax Allocation
Tax Allocation
Tax Allocation
Tax Allocation
Refunding
Refunding
Refunding
Refunding
Bonds
Bonds
Bonds
Bonds
Allocable to
Allocable to
Allocable to
Allocable to
CBD Project
SGR Project
Puente -Merced
Merged Project
Sources:
Loan
Loan
Project Loan
2000 Bonds
Total
Bond Proceeds:
Par Amount
1,335,000.00
2,105,000.00
1,825,000.00
7,655,000.00
12,920,000.00
Other Sources of Funds:
Debt Service Reserve Fund
470,800.00
533,000.00
932,000.00
..........
1,935,800.00
........ .. -
1,805,800.00
2,105,000.00
. . . ..................... . ..
2,358,000.00
. . . .....................
8,587,000.00
14,855,800.00
Tax Allocation
Tax Allocation
Tax Allocation
Tax Allocation
Refunding
Refunding
Refunding
Refunding
Bonds
Bonds
Bonds
Bonds
Allocable to
Allocable to
Allocable to
Allocable to
CBD Project
SGR Project
Puente -Merced
Merged Project
Uses:
Loan
. ...........
Loan
Project Loan
2000 Bonds
.....
Total
. .....
Refunding Escrow Deposits:
Cash Deposit
1,793,117.43
2,080,687.50
0.45
8,510,212.08
12,384,017.46
SLGS Purchases
..... ... . . . .......... —
2,336,462.00
_
_2,�36,462.00
1,793,117.43
2,080,687.50
2,336,462.45
8,510,212.08
14,720,479.46
Delivery Date Expenses
Cost of Issuance 12,000.00 25,000.00 21,000.00 76,000.00 134,000.00
Other Uses of Funds:
Rounding Amount 682.57 (687.50) 537.55 787.92 1,320.54
. ........ .....
1,805,800.00 2,105,000.00 2,358,000.00 8,587,000.00 14,855,800.00
................ . . ............ -------- - __1 . ........
I'll, ------- ---
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 1
'E
0
I
Mr -
o
0',
0, c,
6 CS w C:�
�n Q = CD
N �= C
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CD Iq
6 CS
CD
kn -q
CD W)
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00 '14' 00kn
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to 0
(U a>
bo bb
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e -a
M
>
ca
I
I
Tax Allocation Refunding Bonds Allocable to CBD Project Loan
1,978,706.25 1,403,175.13 575,531.12
xi w .51amwIN.
Savings PV date
Prior
Refunding
3.580667%
Date
Debt Service
Debt Service
Savings
06/30/2018
651,056.25
444,612.63
206,443.62
06/30/2019
657,656.25
475,060.00
182,596.25
06/30/2020
669,993.75
483,502.50
186,491.25
1,978,706.25 1,403,175.13 575,531.12
xi w .51amwIN.
Savings PV date
04/15/2017
Savings PV rate
3.580667%
PV of savings from cash flow
553,738.07
Less: Prior funds on hand
(470,800.00)
Plus: Refunding funds on hand
682.57
01209=-,
Prepared by Harrell & Company Advisors Page 3
WEVIRM,
I , T- &7MJTMwIT7TI-wX- I . I M
Tax Allocation Refunding Bonds Allocable to SGR Project Loan
F-,212,625.00 2,210,975.96 1,649.041
NAN-, I'Ll ga, S, ILI 1-mmaly
Savings PV date 04/15/2017
Savings PV rate 3.580667%
PV of savings from cash flow 8,157.40
Plus: Refunding funds on hand (687.50)
Net PV Savings 7,469.90
Prepared by Harrell & Company Advisors Page 4
Prior
Refunding
Date
Debt Service
Debt Service
Savings
06/30/2018
736,500.00
724,155.46
12,344.54
06/30/2019
738,125.00
743,753.50
(5,628.50)
06/30/2020
738,000.00
743,067.00
(5,067.00)
F-,212,625.00 2,210,975.96 1,649.041
NAN-, I'Ll ga, S, ILI 1-mmaly
Savings PV date 04/15/2017
Savings PV rate 3.580667%
PV of savings from cash flow 8,157.40
Plus: Refunding funds on hand (687.50)
Net PV Savings 7,469.90
Prepared by Harrell & Company Advisors Page 4
Tax Allocation Refunding Bonds Allocable to Puente -Merced Project Loan
2,591,850.00 1,985,722.11 606,127.89
................
.................. ......
SaV41gs S11111111a'r
Y
Savings PV date
Prior
Refunding
3.580667%
Date
Debt Service
Debt Service
Savings
06/30/2018
518,937.50
386,353.11
132,584.39
06/30/2019
516,887.50
397,077.00
119,810.50
06/30/2020
518,656.25
399,278.50
119,377.75
06/30/2021
519,112.50
400,943.00
118,169.50
06/30/2022
518,256.25
402,070.50
116,185.75
2,591,850.00 1,985,722.11 606,127.89
................
.................. ......
SaV41gs S11111111a'r
Y
Savings PV date
04/15/2017
Savings PV rate
3.580667%
PV of savings from cash flow
565,002.86
Less: Prior fands on hand
(533,000.00)
Plus: Refunding funds on hand
537.55
Mum=
Prepared by Harrell & Company Advisors Page 5
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Refunding Bonds Allocable to Merged Project 2000 Bonds
12,138,831.25 9,632,838.62 2,505,992.63
ISM i Us Sull, I klim
Savings PV date 04/15/2017
Savings PV rate 3.580667%
PV of savings from cash flow 1,998,719.40
Less: Prior funds on hand (932,000.00)
Plus: Refunding funds on hand 787.92
Net PV Savings 1,067,507.32
Prepared by Harrell & Company Advisors Page 6
Prior
Refunding
Date
Debt Service
Debt Service
—
Savings
— -- ------- - —
06/30/2018
539,622.50
373,137.62
166,484.88
06/30/2019
536,292.50
426,352.00
109,940.50
06/30/2020
537,792.50
425,534.50
112,259.00
06/30/2021
1,233,796.25
984,335.00
249,461.25
06/30/2022
1,232,965.00
982,395.50
250,569.50
06/30/2023
1,234,230.00
984,471.50
249,758.50
06/30/2024
1,232,645.00
985,473.50
247,171.50
06/30/2025
1,228,210.00
980,491.00
247,719.00
06/30/2026
1,230,640.00
984,434.50
246,205.50
06/30/2027
1,224,518.75
982,214.50
242,304.25
06/30/2028
476,825.00
379,839.50
96,985.50
06/30/2029
478,681.25
382,578.00
96,103.25
06/30/2030
474,243.75
379,869.00
94,374.75
06/30/2031
478,368.75
381,712.50
96,656.25
12,138,831.25 9,632,838.62 2,505,992.63
ISM i Us Sull, I klim
Savings PV date 04/15/2017
Savings PV rate 3.580667%
PV of savings from cash flow 1,998,719.40
Less: Prior funds on hand (932,000.00)
Plus: Refunding funds on hand 787.92
Net PV Savings 1,067,507.32
Prepared by Harrell & Company Advisors Page 6
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Bonds Refunding, Series 2017
Private Placement
18,922,012.50 15,232,711.82 3,689,300.68
.,� A x -if I o.. S w 13 R1 ux
Savings PV date
Prior
Refunding
3.580667%
Date
Debt Service
Debt Service
Savings
06/30/2018
2,446,116.25
1,928,258.82
517,857.43
06/30/2019
2,448,961.25
2,042,242.50
406,718.75
06/30/2020
2,464,442.50
2,051,382.50
413,060.00
06/30/2021
1,752,908.75
1,385,278.00
367,630.75
06/30/2022
1,751,221.25
1,384,466.00
366,755.25
06/30/2023
1,234,230.00
984,471.50
249,758.50
06/30/2024
1,232,645.00
985,473.50
247,171.50
06/30/2025
1,228,210.00
980,491.00
247,719.00
06/30/2026
1,230,640.00
984,434.50
246,205.50
06/30/2027
1,224,518.75
982,214.50
242,304.25
06/30/2028
476,825.00
379,839.50
96,985.50
06/30/2029
478,681.25
382,578.00
96,103.25
06/30/2030
474,243.75
379,869.00
94,374.75
06/30/2031
478,368.75
381,712.50
96,656.25
18,922,012.50 15,232,711.82 3,689,300.68
.,� A x -if I o.. S w 13 R1 ux
Savings PV date
04/15/2017
Savings PV rate
3.580667%
PV of savings from cash flow
3,125,617.73
Less: Prior funds on hand
(1,935,800.00)
Plus: Refunding funds on hand
1,320.54
Net PV Savings 1,191,138.27
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 7
BOND PRICING
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Bonds Refunding, Series 2017
Private Placement
Maturity
Bond Component Date
Serial Bond;
Amount Rate Yield Price
09/01/2017
1,550,000
3.580%
3.580%
100.000
09/01/2018
1,665,000
3.580%
3.580%
100.000
09/01/2019
1,735,000
3.580%
3.580%
100.000
09/01/2020
1,120,000
3.580%
3.580%
100.000
09/01/2021
1,160,000
3.580%
3.580%
100.000
09/01/2022
795,000
3.580%
3.580%
100.000
09/01/2023
825,000
3.580%
3.580%
100.000
09/01/2024
850,000
3.580%
3.580%
100.000
09/01/2025
885,000
3.580%
3.580%
100.000
09/01/2026
915,000
3.580%
3.580%
100.000
09/01/2027
335,000
3.580%
3.580%
100.000
09/01/2028
350,000
3.580%
3.580%
100.000
09/01/2029
360,000
3.580%
3.580%
100.000
09/01/2030
375,000
3.580%
3.580%
100.000
12,920,000
Dated Date
04/15/2017
Delivery Date
04/15/2017
First Coupon
09/01/2017
Par Amount
12,920,000.00
Original Issue Discount
Production
12,920,000.00 100.000000%
Underwriter's Discount
Purchase Price
12,920,000.00 100.000000%
Accrued Interest
Net Proceeds 12,920,000.00
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell c& Company Advisors Page 8
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Bonds Refunding, Series 2017
Private Placement
Period
Ending
Principal
Coupon
Interest
Debt Service
06/30/2018
1,550,000
3.580%
378,258.82
1,928,258.82
06/30/2019
1,665,000
3.580%
377,242.50
2,042,242.50
06/30/2020
1,735,000
3.580%
316,382.50
2,051,382.50
06/30/2021
1,120,000
3.580%
265,278.00
1,385,278.00
06/30/2022
1,160,000
3.580%
224,466.00
1,384,466.00
06/30/2023
795,000
3.580%
189,471.50
984,471.50
06/30/2024
825,000
3.580%
160,473.50
985,473.50
06/30/2025
850,000
3.580%
130,491.00
980,491.00
06/30/2026
885,000
3.580%
99,434.50
984,434.50
06/30/2027
915,000
3.580%
67,214.50
982,214.50
06/30/2028
335,000
3.580%
44,839.50
379,839.50
06/30/2029
350,000
3.580%
32,578.00
382,578.00
06/30/2030
360,000
3.580%
19,869.00
379,869.00
06/30/2031
375,000
3.580%
6,712.50
381,712.50
12,920,000
2,312,711.82
15,232,711.82
. .. . .......... -.- ...................... .........................
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 9
Successor Agency to Dissolved Community Development Commission of the City of Baldwin Park
Tax Allocation Bonds Refunding, Series 2017
Private Placement
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 10
Tax Allocation
Tax Allocation
Tax Allocation
Tax Allocation
Refunding Bonds
Refunding Bonds
Refunding Bonds
Refunding Bonds
Allocable to
Allocable to
Period
Allocable to CBD
Allocable to SGR
Puente -Merced
Merged Project
Ending
Project Loan
. .................. . .
Project Loan
Project Loan
. . .................................
2000 Bonds
.......... . ...
Total
. . . ........................ .
06/30/2018
444,612.63
724,155.46
386,353.11
373,137.62
1,928,258.82
06/30/2019
475,060.00
743,753.50
397,077.00
426,352.00
2,042,242.50
06/30/2020
483,502.50
743,067.00
399,278.50
425,534.50
2,051,382.50
06/30/2021
400,943.00
984,335.00
1,385,278.00
06/30/2022
402,070.50
982,395.50
1,384,466.00
06/30/2023
984,471.50
984,471.50
06/30/2024
985,473.50
985,473.50
06/30/2025
980,491.00
980,491.00
06/30/2026
984,434.50
984,434.50
06/30/2027
982,214.50
982,214.50
06/30/2028
379,839.50
379,839.50
06/30/2029
382,578.00
382,578.00
06/30/2030
379,869.00
379,869.00
06/30/2031
381,712.50
381,712.50
1,403,175.13
2,210,975.96
1,985,722.11
9,632,838.62
15,232,711.82
Notes:
Debt Service Savings Analysis for Successor Agency Board Report of January 18, 2017
Based on Private Placement Interest Rates in December 2016
Prepared by Harrell & Company Advisors Page 10
7 —4 111S71 -7
L L i�',,
Tax Allocation Refunding Bonds Allocable to CBD Project Loan
IN
Maturity Interest
Bond Date Rate
1990 CBD Loan:
SERIAL 08/01/2017 7.750%
08/01/2018 7.750%
08/01/2019 7.750%
Par Call Call
Amount Date Price
535,000.00 04/15/2017 100.000
585,000.00 04/15/2017 100.000
645,000.00 04/15/2017 100.000
1,765,000.00
. ... . .. . . . . .............................. . . . ........... . .......... . .
Prepared by Harrell & Company Advisors Page 1 I
► 17"1 -01 1 , Irarly] TftrJ— '1 0 1 "I'll is r
Tax Allocation Refunding Bonds Allocable to SGR Project Loan
M
Maturity
Interest
Par
Call
Call
Bond Date
.
Rate
Amount
Date
Price
. ..... .........................................................
1998 SG R Project Loan:
SERIAL 08/01/2017
5.000%
650,000.00
05/01121117
100.000
OW0112018
5.000%
685,000.00
05/01/2017
100.000
0810112019
5.000%
720,000.00
05/01/2017
100.000
............ ..........................
...... . ...........................
2,055,000.00
. ..............................................
.......................... . .......................................
.
Prepared by Harrell & Company Advisors Page 12
1 OWJIV I w
0rrrRFOTwjW;7 nop
-rn—=19 NIMNIMMOR1,7TNIMMEW
Tax Allocation Refunding Bonds Allocable to Puente -Merced Project Loan
RM
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
2003 Puente Merced Project Loan:
SERIAL 08/01/2017
5.250%
410,000.00
08/01/2018
5.250%
430,000.00
08/01/2017
100.000
08/01/2019
5.250%
455,000.00
08/01/2017
100.000
08/01/2020
5.250%
480,000.00
08/01/2017
100.000
08/01/2021
.................
5.250%
.
505,000.00
08/01/2017
100.000
2,280,000.00
. .............
................................. . .
Prepared by Harrell & Company Advisors Page 13
Tax Allocation Refunding Bonds Allocable to Merged Project 2000 Bonds
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
SERIAL 09/01/2017
5.500%
60,000.00
05/01/2017
100.000
09/01/2018
5.600%
60,000.00
05/01/2017
100.000
09/01/2019
5.600%
65,000.00
05/01/20 17
100.000
09/01/2020
5.650%
785,000.00
05/01/2017
100.000
TERM25 09/01/2025
5.700%
4,660,000.00
05/01/2017
100.000
TE 30 09/01/2030
5.750%
2,800,000.00
05/01/2017
100.000
8,430,000.00
Prepared by Harrell & Company Advisors Page 14
FF REPORT ii oiir/
TO: Honorable Mayor and Members of the City Council
HJI-IEUB OF FROM: Amy L. Harbin, AICP, City 1'lanrtl�
SA, GA6RI mL DATE: January 18, 2017
SUBJECT: INTRODUCE ORDINANCE N0. 1396 ADOPTING 2016 EDITION
'"- OF CALIFORNIA BUILDING CODE (CBC), RESIDENTIAL CODE (CRC),
ELECTRICAL CODE (CEC), PLUMBING CODE (CPC), MECHANICAL
CODE (CMC) AND, 2016 GREEN BUILDING STANDARDS CODE, ENERGY
CODE, HISTORICAL BUILDING CODE AND 2016 EXISTING BUILDING
CODE
SUMMARY
This report requests the City Council introduce Ordinance No. 1396, which adopts the 2016 California Building
Code, Residential Code, Fire Code, Electrical Code, Plumbing Code, Mechanical code, with local amendments,
and Green Building Code, Energy Code, Historical Building Code, and Existing Building Code consistent with
State Law.
FISCAL IMPACT
There will be no impact to the General Fund as a result of the adoption of this Ordinance.
RECOMMENDATION
Staff recommends that the City Council open the public hearing and following the public hearing waive further
reading, read by title only and introduce for first reading, Ordinance No. 1396 entitled, "AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA, REPEALING CHAPTER 150
OF TITLE 15 AND ADDING A NEW SECTION CHAPTER 150 TO TITLE 15 OF BALDWIN PARK
MUNICIPAL CODE ADOPTING BY REFERENCE TITLE 24 OF THE CALIFORNIA CODE OF
REGULATIONS, SPECIFICALLY THE 2016 EDITION OF THE CALIFORNIA BUILDING CODE; THE
2016 CALIFORNIA GREEN BUILDING CODE; THE 2016 CALIFORNIA RESIDENTIAL CODE; THE
2016 EDITION OF THE CALIFORNIA ELECTRICAL CODE; THE 2016 EDITION OF THE CALIFORNIA
MECHANICAL CODE; THE 2016 EDITION OF THE CALIFORNIA PLUMBING CODE; THE 2016
EDITION OF THE CALIFORNIA ENERGY CODE; THE 2016 EDITION OF THE CALIFORNIA FIRE
CODE; THE 2016 EDITION OF THE CALIFORNIA ELEVATOR SAFETY CONSTRUCTION CODE; THE
2016 EDITION OF THE CALIFORNIA HISTORICAL BUILDING CODE; THE 2016 EDITION OF THE
CALIFORNIA EXISTING BUILDING CODE; AND 2016 EDITION OF THE CALIFORNIA REFERENCED
STANDARDS CODE, INCLUDING ALL APPENDICIES, AS MANDATED BY CALIFORNIA HEALTH
AND SAFETY CODE SECTION 18938."
BACKGROUND
The California Building Code ("CBC") is published in its entirety every three years by order of the California
Legislature. It includes the building code, plumbing code, electrical code, mechanical code, residential code,
green building code, energy code, fire code, elevator safety code, historical building code, existing building
code and the referenced standards code.
Local jurisdictions are required to enforce the CBC. The 2016 CBC is based on 2015 International Building
Code (IBC) with State amendments and it is effective January 2017.
2016 Building Code Adoption
January 18, 2017
Page 3
Morang WIT-WITIMIUM, M -11107f." "11TO-MORM
The following local amendments are part of the adoption of 2016 CBC and 2016 California Green
Building Code:
1) The provisions of Division A4.6 Tier I of Green Building Code for
Residential will be •. in Baldwin Park and will improve
public health, safety and general welfare.
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3) Every multifamily dwelling apartment building will be required to
install a sufficient number of Level III charging stations for electric
cars. The number of charging stations shall be 5 percent of total
required parking spaces, but not less than one. The charging
stations shall be designated "for charging only".
4) The provisions of Divisions A5.6 Tier I for non-residential of
Green Building Code will be mandatory in Baldwin Park and will
improve public health, safety and general welfare.
5) Every new non-residential project shall install a sufficient number
of Level III electric car charging stations as determined during the
plan approval stage. The number of charging station shall be equal
to 5 percent of required parking spaces but not less than one.
Charging stations shall be designated "for charging only".
LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.
A-LTERNATIVES
The updated Building Code et.al. are State mandated. Should the City not elect to adopt the updated State
mandated Code, the City would continue to review plans in accordance with the 2013 Building Code and it
could increase the City's liability
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F.OffiLWAX4111niffilm 60
CAAmyMY\WORD\Reports\Cound1 Reports\Building Code 2016 Amendment doc
ORDINANCE NO. 1396
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN
PARK, CALIFORNIA, REPEALING CHAPTER 150 OF TITLE 15 AND
ADDING A NEW SECTION CHAPTER 150 TO TITLE 15 OF BALDWIN
PARK MUNICIPAL CODE, ADOPTING BY REFERENCE, TITLE 24 OF
THE CALIFORNIA CODE OF REGULATIONS, SPECIFICALLY THE 2016
EDITION OF THE CALIFORNIA BUILDING CODE; THE 2016
CALIFORNIA GREEN BUILDING CODE; THE 2016 CALIFORNIA
RESIDENTIAL CODE; THE 2016 EDITION OF THE CALIFORNIA
ELECTRICAL CODE; THE 2016 EDITION OF THE CALIFORNIA
MECHANICAL CODE; THE 2016 EDITION OF THE CALIFORNIA
PLUMBING CODE; THE 2016 EDITION OF THE CALIFORNIA ENERGY
CODE; THE 2016 EDITION OF THE CALIFORNIA ELEVATOR SAFETY
CONSTRUCTION CODE; THE 2016 EDITION OF THE CALIFORNIA
HISTORICAL BUILDING CODE; THE 2016 EDITION OF THE
CALIFORNIA EXISTING BUILDING CODE; AND THE 2016 EDITION OF
THE CALIFORNIA REFERENCED STANDARDS CODE, INCLUDING ALL
APPENDICES, AS MANDATED BY CALIFORNIA HEALTH AND SAFETY
CODE SECTION 18938.
WHEREAS, the City Council has determined enforcement of the most current
editions of the California Building Standards Code with local amendments thereof, as
recited herein as certain minimum standards are necessary for the protection of the
public health, safety and welfare of citizens of Baldwin Park; and,
WHEREAS, the adoption of the State Building Codes in their most current
editions is exempt from the California Environmental Quality Act (CEQA) pursuant to
Section 15308 of the State CEQA Guidelines; and
WHEREAS, pursuant to Health and Safety Code Sections 17958.5 and 17958.7
a City may make such modifications in the requirements of the regulations, adopted
pursuant to Health and Safety Code Section 17922, as it determines to be reasonably
necessary because of local climatic, geological or topographic conditions.
NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF BALDWIN PARK,
CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby amends in their entirety Parts 1 through 19
of Chapter 150 of Title 15 of the Baldwin Park Municipal Code, to read as set forth in
Exhibit A hereto, which is incorporated herein by this reference.
SECTION 2. The City Council hereby finds and determines that all the
amendments, deletions, and additions to the forgoing California Building Standards
Code and other codes are necessary due to the following:
Climatic - The City of Baldwin Park experiences periods of high temperatures
accompanied by low humidity and high winds each year. The City also experiences
periods of intense rainfall, which creates the need for special drainage precautions.
Ordinance No. 1396
Page 2 of 3
Local Geological Conditions — The City of Baldwin Park is located in the greater
Los Angeles/Long Beach region which is a densely populated area having buildings
constructed over and near a vast array of fault systems capable of producing major
earthquakes, including but not limited to the recent 1994 Northridge Earthquake. Due to
the large numbers of tall buildings in this region as well as the increased fire -life safety
associated with such a seismic failure, the proposed modification to have a higher
minimum base shear consistent with previous edition of the building codes need to be
incorporated into the code to assure that new buildings and additions to existing
buildings are designed and constructed in accordance with the scope and objectives of
the State Building Codes. In addition, the City of Baldwin Park is within Seismic Design
Category D and E. A severe seismic event could cause wide -spread damage, disrupt
communications, damage gas mains, cause extensive electrical hazards, and place
extreme demands on the limited and widely dispersed resources of rescue and fire
fighting resources resulting in failure to meet the fire and life safety needs of the
community. Therefore, other changes are required (i) to assure the public health and
safety in connection with suspended ceilings and return walls, and fins/canopies at
entrances; (ii) for structural observation of the construction of certain types of buildings
by the registered design professional in responsible charge for the structural design
since poor quality in construction, especially for wood frame buildings, exacerbates
earthquake damage and requiring that the registered design professional in responsible
charge for the structural design observe the actual construction will ensure acceptable
standards of workmanship and quality of construction; (iii) to limit the design of buildings
based on rotation thereby restricting potential soft -story designs and excessive
deflections; (iv) to establish certain performance requirements for hold-down
connectors, essential to preventing failure of a shear wall due to excessive deflection;
(v) to require mechanically driven nails to have the same dimension as hand driven nail
resulting in improvement in the quality of construction and performance of shear wall
panels; (vi) to delete Gypsum wallboard and exterior Portland cement plaster which have
performed poorly during recent California seismic events (the shear values for gypsum
wallboard and Portland cement stucco and staple fasteners contained in the code are
based on mono -directional testing only); (vii) restrictions on conventional framing which
does not address the need for a continuous load path, critical shear transfer
mechanisms, connection ties, irregular and flexible portions of complex shaped
structures; and (viii) to reduce and eliminate electrical fire hazard at the time of any
disaster, natural or manmade.
Local Geological, Climatic, Topographic Conditions — The City of Baldwin Park is
also located adjacent to mountainous areas subject to high winds and fires. These
amendments are required to address and clarify special needs to reduce fire hazard at
the time of any disaster, natural or manmade, and the reduce hazards resulting from
landslides and excessive erosion.
SECTION 3. The City of Baldwin Park further finds that such amendments,
deletions, and additions are necessary to best serve the public health and welfare. The
City Council further determines that the administrative provisions set forth in the State
Building Codes are not mandated by law, and that appropriate administrative provisions
should be tailored to the needs of the City.
Ordinance No. 1396
Page 3 of 3
SECTION 4. This ordinance shall go into effect and be in full force and effect at
12:01 a.m. on the thirty-first (31st) day after its passage.
SECTION 5. The City Clerk shall cause this ordinance to be published and/or
posted in accordance with state law and shall certify to the adoption of this ordinance
and shall place this ordinance in the original book of ordinances on file in the City
Clerk's Office.
PASSED AND APPROVED on the day of , 2017
MANUEL LOZANO
MAYOR
ATTEST:
ALEJANDRA AVILA,
CITY CLERK
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss,
CITY OF BALDWIN PARK
I, ALEJANDRA AVILA, City Clerk, of the City of Baldwin Park, do hereby
certify that the foregoing Ordinance No. 1396 was introduced at a regular meeting of
the City Council held on__ 2017, and was adopted by the City Council at
its regular meeting held on 2017, by the following vote of the
Council:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS::
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ALEJANDRA AVILA
CITY CLERK
Exhibit A to Ordinance No. 1396
Page 1 of 55
EXHIBIT A
CHAPTER 150. BUILDING CODES
Part 1. Administrative Provisions
150.001 TITLE.
This chapter shall be known as the Baldwin Park Building Code, may be cited
as such and hereinafter referred to herein as "this Code."
150.002 PURPOSE.
The purpose of this Code is to establish minimum standards to safeguard the
public health, safety and general welfare by regulating and controlling the design,
construction, quality of materials, use and occupancy and location of all buildings
and structures within the city and certain equipment specifically regulated herein.
The provisions of this Code shall serve as the administrative, organizational
and enforcement rules and regulations for the technical codes which regulate site
preparation and construction, alteration, moving, demolition, repair, use and
occupancy of buildings, structures and building service equipment within the City.
This Code is adopted pursuant to the authority granted by Section 7 of Article
XI of the California State Constitution to a county or city to make and enforce within
its limits all such local, police, sanitary and other ordinances and regulations as are
not in conflict with general laws. It is further adopted in conformity with the provisions
of Sections 50022.1 thru 50022.10, inclusive, of the Government Code relating to
adoption of codes by reference.
i;� t, r► a,rilm,
The provision of this Code shall apply to the construction, alteration, moving,
demolition, repair, maintenance and use of buildings and structures located within
the incorporated areas of the City of Baldwin Park.
It shall be unlawful for any person to erect, construct, enlarge, alter, repair,
move, improve, remove, convert, demolish, equip, use, occupy or maintain any
building or structure in the City, or cause or permit or suffer the same to be done, in
Exhibit A to Ordinance No. 1396
Page 2 of 55
violation of this Chapter or in violation of any of the provisions of the Codes adopted
hereunder.
Exception: Public Projects located in the public way and not subject to the
City of Baldwin Park land use regulations; public utility towers and poles; mechanical
equipment not specifically regulated by this Code; floor control structures; buildings
and structures owned and constructed by a Federal, State or other agency which
authority pre-empts that of City government.
150.006 ADMINISTRATION.
The provisions of this Chapter contain cross-references to the provisions of
the 2016 CBC -Amended Administrative, promulgated by the International Code
Council in order to facilitate reference and comparison to those provisions.
150.007 CREATION OF DIVISION OF BUILDING & SAFETY.
There is hereby contained with the City of Baldwin Park government structure
the Division of Building & Safety which shall be under the administrative jurisdiction
of the Building Official as designated by the appointing authority.
In accordance with prescribed procedures and with the approval of the
appointing authority, the Building Official may appoint deputies and other related
technical officers and inspectors and other employees as may be authorized by the
City Council from time to time.
150.009 POWERS AND DUTIES OF THE BUILDING OFFICIAL.
A. GENERAL. The Building Official is hereby authorized and directed to enforce
all of the provisions of this Code and the Technical Codes, excepting that the
provisions of Chapter 9 of Building Code shall be enforced jointly with the Fire
Marshal of the Los Angeles County Fire Protection District. For such purposes, the
Building Official and the Fire Marshal, respectively, and their respective authorized
representatives, shall each have the powers of a law enforcement officer. The
Building Official shall have the power to render interpretations of this Code and to
adopt and enforce rules supplemental to this Code as may be deemed necessary in
order to clarify the applications and the provisions of this Code. Such
interpretations, rules and regulations shall be in conformity with the intent and
purpose of this Code.
B. INTERPRETATIONS AND POLICIES.. The Building Official shall have the
power and authority to render interpretations of this Chapter and the Technical Codes
and to adopt and enforce rules, policies, procedures and supplemental regulations in
order to clarify the application of its provisions. Such interpretations, policies,
Exhibit A to Ordinance
• *,
Pi
ge 3 of 55
procedures, rules and regulations shall be in conformance with the intent and purpose
of this Chapter.
C. RIGHT OF ENTRY.
1. The Building Official may enter the building or premises at all
reasonable times to inspect or to perform the duties imposed by this
Chapter:
a. when necessary to make an inspection to enforce any of the provisions
of this Chapter and the technical codes, or
b. when the Building Official has reasonable cause to believe that there
exists in any building or upon a premises a condition which is contrary
to or in violation of this Chapter which makes the building or premises
unsafe, dangerous or hazardous.
2. The Building Official shall adhere to the following procedures in making
an entry:
a. if such building or premises be occupied, the Building Official
shall present credentials to the occupant and request entry.
b. If such building or premises be unoccupied, the Building Official
shall first make a reasonable effort to locate the owner or other persons
having charge or control of the building or premises and request entry.
C. Should entry be refused, the Building Official shall have recourse
to the remedies provided by law to secure entry. Notwithstanding the
foregoing, if the Building Official has reasonable cause to believe that
there exists an unsafe, substandard or dangerous condition within the
building or premises as to require immediate inspection to safeguard
the public health or safety, the Building Official shall have the right to
immediately enter and inspect such property and may use any
reasonable means required to secure such entry and make such
inspection.
D. STOP_ WORK ORDERS. When work is being done contrary to the provisions
of this Chapter, the technical codes, or other pertinent laws or ordinances
implemented through the enforcement of this Chapter, the Building Official may order
the work stopped by notice in writing served on persons engaged in the doing or
causing such work to be done, and such persons shall forthwith stop the work until
authorized by the Building Official to proceed with the work.
E. OCCUPANCY VIOLATIONS. When a building or structure or building service
equipment therein regulated by this Chapter and the technical codes is being used
contrary to the provisions of such codes, the Building Official may order such use
Exhibit A to Ordinance No.
'.
ge 4 of 55
discontinued by written notice served on any person causing such use to be
continued. Such person shall discontinue the use within the time prescribed by the
Building Official after receipt of such notice to make the structure, or portion thereof,
comply with the requirements of such codes.
F. AUTHORITY TO DISCONNECT UTILITIES. The Building Official or the
Building Official's authorized representative shall have the authority to disconnect a
utility service or energy supplied to the building, structure or building service
equipment therein regulated by this Chapter or the technical codes in case of
emergency where necessary to eliminate an immediate hazard to life or property.
The Building Official shall whenever possible notify the serving utility, the owner and
occupant of the building, structure or building service equipment of the decision to
disconnect prior to taking such action, and shall notify such serving utility, owner and
occupant of the building, structure or building service equipment, in writing, of such
disconnection immediately thereafter.
G. AUTHORITYTOCONDEMN BUILDING SERVICE EQUIPMENT.
1. When the Building Official ascertains that building service equipment
regulated in the technical codes has become hazardous to life, health or
property, or has become unsanitary, the Building Official shall order, in
writing, that such equipment either be removed or restored to a safe or
sanitary condition, as appropriate.
2. The written notice itself shall fix a time limit for compliance with such
order. Defective building service equipment shall not be maintained
after receiving such notice.
1 When such equipment or installation is to be disconnected, a written
notice of such disconnection and causes therefore shall be given within
twenty four (24) hours to the serving utility, the owner and occupant of
such building, structure or premises.
4. When any building service equipment is maintained in violation of the
technical codes and in violation of a notice issued pursuant to the
provisions of this Chapter, the Building Official shall institute appropriate
action to prevent, restrain, correct or abate the violation.
H. CONNECTION AFTER ORDER TO DISCONNECT. No person shall make
or suffer the connection from an energy, fuel or power supply nor supply energy or
fuel to building service equipment which has been disconnected or ordered to be
disconnected by the Building Official or the use of which has been ordered to be
discontinued by the Building Official until the Building Official authorizes the
reconnection and use of such equipment.
I. CUSTODIAN OF RECORDS. The Building Official shall be the custodian of
records for the Division of Building and Safety and as such, is charged with the
Exhibit A to Ordinance No. 1396
Page 5 of 55
responsibility to keep and maintain a permanent record of all building permits issued
by the Division as well as plans and other pertinent documents and transactions.
Such records and documents may be maintained in electronic image, electronic file,
paper, or other approved archival method.
J. LIABILITY. It is the intent of this Code to establish minimum standards for the
protection of the health, safety and welfare of the public. This Code shall not be
construed to establish standards of performance, strength or durability other than
those specified. This Code, nor any of the services rendered in connection with its
terms by City officers, inspectors, agents or employees is intended, nor shall be
construed as the basis, for any expressed or implied warranties or guarantees to
any person relative to, or concerning any structure or part, portion of appurtenances
thereto or thereof constructed, erected, altered, enlarged, repaired, moved, replaced
or removed pursuant to this Code or any permits granted hereunder. No cause of
action shall arise in favor of any person against the City of Baldwin Park, or any of
its officers, inspectors, agents, or employees because any structure or portion
thereof, erected, altered, enlarged, repaired, moved, replaced, or removed or any
appurtenance, system, wiring, plumbing, mechanical equipment, devices, or
appliances installed, maintained, repaired or replaced hereunder do not meet the
standards prescribed herein. The Building Official, deputies, inspectors, technical
officers and employees, charged with the enforcement of this Code and the
technical codes, acting in good faith and without malice in the discharge of their
duties shall thereby, not be rendered personally liable for damage that may accrue
to persons or property as a result of an act or omission in the discharge of the
assigned duties. A suit brought against the Building Official, deputy, technical
officer, inspector or employee because of such an act or omission performed by the
Building Official, deputy, technical officer, inspector or employee in the enforcement
of the provisions of such codes or other pertinent laws or ordinances implemented
through the enforcement of this Code or enforced by the code enforcement agency
shall be defended by this jurisdiction until final termination of such proceedings, and
any judgment resulting therefrom, shall be assumed by the jurisdiction.
K. CONFLICTING PROVISIONS.
1. When conflicting provisions or requirements occur between this
Chapter, the technical codes and other codes or laws, the most
restrictive shall govern.
2. When conflicts occur between the technical codes, those provisions
providing the greater safety to life shall govern. Where sanitation, life
safety, or fire safety are not involved, the most restrictive provisions
shall govern.
3, Where in a specific case different sections of the technical codes
specify different materials, methods of construction or other
requirements, the most restrictive shall govern. When there is a conflict
Exhibit A to Ordinance No. 1396
Page 6 of 55
between a general requirement and a specific requirement, the specific
requirement shall be applicable.
L. ALTERNATE MATERIALS. DESIGN AND METHODS OF CONSTRUCTION.
1 The provisions of the technical codes are not intended to prevent the
use of any material, method of design or method of construction not
specifically prescribed by the technical codes, provided an alternate has
been approved and its use authorized by the Building Official.
2. The Building Official may approve an alternate, provided the Building
Official finds that the proposed design is satisfactory and complies with
the provisions of the technical codes and that the material, method or
work offered is, for the purpose intended, at least the equivalent of that
prescribed in the technical codes in suitability, strength, effectiveness,
fire resistance, durability, safety and sanitation.
3. The Building Official shall require that sufficient evidence or proof be
submitted to substantiate claims that may be made regarding its use.
4. The details of an action granting approval of an alternate shall be
recorded and entered in the records.
5. The Building Official may require the applicant to arrange for the
proposed alternate materials, methods of design and methods of
construction be reviewed and evaluated by an outside agency
designated by the Building Official at the applicant's expense.
M. MODIFICATIONS.
1. Whenever there are practical difficulties involved in carrying out the
provisions of the technical codes, the Building Official may grant
modifications for individual cases.
2. The Building Official shall first find that:
a. A special individual reason makes the strict letter of the technical
code impractical;
b. The modification is in conformity with the intent and purpose of
the technical code, and
C. Such modification does not lessen health, life safety and fire
safety requirements or any degree of structural integrity.
3e The details of actions granting modifications shall be recorded and
entered in the records.
Exhibit A to Ordinance No. 1396
Page 7 of 55
4, The Building Official may require the applicant to arrange for the
proposed modification to be reviewed by an outside agency designated
by the Building Official at the applicant's expense.
N. TESTS AND RESEARCH REPORTS.
1. Whenever there is insufficient evidence for determining compliance with
the provisions of the technical codes or evidence that materials or
construction do not conform to the requirements of the technical codes,
the Building Official may require tests as evidence of compliance to be
made at the applicant's expense.
2. Test methods shall be as specified by the technical codes or by other
recognized test standards. In the absence of recognized and accepted
test methods, the Building Official shall determine test procedures.
3. Tests shall be made by an approved agency.
4. Reports of such tests shall be entered in the records.
5. The Building Official may require the applicant to arrange for the test
procedures, methodology, results, reports, etc. to be reviewed and
evaluated by an outside agency designated by the Building Official at
the applicant's expense.
150.010 APPLICABILITY.
The provisions of this Code shall not be construed to conflict with the
provisions of the State Housing Law, nor any other provisions of State or Federal
laws. Any requirements of this Code or the codes adopted hereby, which are more
restrictive shall apply.
A. BOARD ESTABLISHED. In order to hear and decide appeals of orders,
decisions or determinations made by the Building Official relative to the application
and interpretation of this Code, there shall be and is hereby created a Board of
Appeals consisting of members who are qualified by experience and training and
who are not employees of the jurisdiction, to pass upon matters pertaining to the
application or installation of building, electrical, plumbing and mechanical systems,
components and equipment. The Building Official or his designee shall be an ex
officio member and shall act as Secretary to said Board but shall have no vote upon
any matter before the Board. The Board of Appeals shall be appointed by the City
Council and shall hold office at its pleasure. The Board shall adopt rules of
procedure for conducting its business and shall render all decisions and findings in
writing to the appellant with a duplicate copy to the Building Official. The Board of
Exhibit A to Ordinance No. 1396
Page 8 of 55
Appeals shall have no authority relative to interpretations of the administrative
provisions of this Code. The Board shall have no authority to waive requirements of
this Code.
B. APPEAL.
1. An applicant for or holder of a permit whose proposed solution for
meeting the requirements of Title 24 of the California Code of Regulations is not
approved or authorized by the Building Official may file an appeal with the Board of
Appeals.
2. An application for appeal shall be based on a claim that the true intent
of this Code or the rules legally adopted thereunder have been incorrectly
interpreted, the provisions of this Code do not fully apply, or and equally good or
better form of construction is proposed.
If any section, subsection, sentence, clause or phrase of this Code or the
application thereof to any person or circumstance is for any reason held to be
unconstitutional or invalid, such decision shall not effect the validity of the remaining
portions of this Code or the application of such provision to other persons or
circumstances.
Part 2. Definitions
150.020 DEFINITIONS.
The definitions set forth in this Section shall govern the application and
interpretation of this Chapter.
Alter or Alteration
"Alter" or "Alteration" means a change or modification in construction or building
service equipment.
Administrative Authority
"Administrative Authority" is the Building Official or a regularly authorized deputy.
6pproved
"Approved," as to materials, types of construction, equipment and systems, refers to
approval by the Building Official as the result of investigation and tests conducted by
the Building Official, or by reason of accepted principles or tests by recognized
authorities, technical or scientific organizations.
Exhibit •• • 'r
Page • of
API roved. gengy
"Approved Agency" means an established and recognized agency regularly
engaged in conducting tests or furnishing inspection services, when the agency has
been approved by the Building Official.
Buildinq Code
"Building Code" means the Baldwin Park Building Code,
Building Service E uipment
"Building service equipment" refers to the plumbing, mechanical, electrical and
elevator equipment including piping, wiring, fixtures and other accessories which
provide sanitation, lighting, heating, ventilation, cooling, refrigeration, fire -fighting
and transportation facilities essential to the occupancy of the building or structure for
its designated use.
CBC
"CBC" means the California Building Code as adopted by the State of California..
Code Or this Code
"Code and this Code" is Chapter 150 of the Baldwin Park Municipal Code, unless
otherwise noted.
Condominiums
"Condominiums" shall mean any building or portion thereof that contains three or
more dwelling units that does not meet the definition of townhouse as set forth
below; for purposes of this Code, condominiums shall be classified as R-2
occupancy.
Electrical Code
"Electrical Code" means the Baldwin Park Electrical Code.
Existing Building
"Existing Building" means a building legally erected prior to effective date of this
chapter.
Fire Code
"Fire Code" is the International Fire Code (IFC), 2012 edition, promulgated by the
International Code Council, including the Appendix thereto, together with those
omissions, amendments, exceptions and additions there to as amended in the
California Code of regulations, and Title 24 of the California Code of Regulations.
Jurisdiction
"Jurisdiction" is the City of Baldwin Park.
Listed and L costing
"Listed" and "Listing" are terms referring to equipment and materials which are
shown in a list published by an approved testing agency, qualified and equipped for
Exhibit A to Ordinance No. 1396
Page 10 of 55
experimental testing and maintaining an adequate periodic inspection of current
productions and which listing states that the material or equipment complies with
accepted national standards which are approved, or standards which have been
evaluated for conformity with approved standards.
Mechanical Code
"Mechanical Code" is Baldwin Park Mechanical Code.
OccupapAc
"Occupancy" is the purpose for which a building, or part thereof, is used or intended
to be used.
Permit
"Permit" is an official document or certificate issued by the Building Official
authorizing performance of a specified building, plumbing, mechanical, or electrical
activity or any combination of such permits issued jointly by the Building Official.
Plumbing Code
"Plumbing Code" is the Baldwin Park Plumbing Code.
Repair.
"Repair" is the reconstruction or renewal of any part of an existing building, structure
or building service equipment for the purpose of its maintenance.
Shall
"Shall" as used in this Code is mandatory.
Structure
"Structure" is that which is build or constructed, an edifice or building of any kind, or
any piece of work artificially built up or composed of parts joined together in some
definite manner.
Technical_ Codes
"Technical Codes" refer to those codes adopted by this Chapter containing the
provisions for design, construction, alteration, addition, repair, removal, demolition,
use, location, occupancy and maintenance of buildings and structures and building
service equipment.
Townhouse
"Townhouse" shall mean a single family dwelling in a row of at least three (3) such
units, not more that three stories above grade, in which each unit shall be located on
a separate parcel, having its own access to the outside, no unit located over another
unit, and each unit shall be separated by a property line from any other unit. For the
purpose of this chapter, all town houses shall be classified as R-3 occupancy.
Exhibit A to Ordinance No. 1396
Page 11 of 55
Part 3. Organization and Enforcement
150.030 ABATEMENT ORDERS..
When any structure or site is being used or constructed in violation of this
Code, or any of the Codes adopted by reference herein, the Building Official may
order such use or construction discontinued and the structure or portions thereof
vacated by a written notice served on any person or persons causing such use.
Such person or persons shall discontinue such use within the specified time as
indicated on the notice. After receipt of such notice, such person or persons shall
abate the violations or cause the building or structure to be demolished or removed.
The Building Official shall inspect or cause to be inspected a building,
structure where reasonable suspicion exists that said building or structure may be
substandard, unsafe or used in violation of this Code, State Health and Safety Code,
State Housing Regulations, or any of the codes adopted by reference herein. If after
inspecting the building or structure, the Building Official determines that said building
or structure is unsafe, substandard or being used in violation of this Code, State
Health and Safety Code, State Housing Law, or any of the codes adopted by
reference herein, the Building Official shall give a written Notice and Order to the
owner, tenant or user of the building or property pursuant to the provisions of the
State Health and Safety Code, State Housing Law and this Code. If the Building
Official finds that certain electrical, plumbing, mechanical, excavation or structural
systems pose an immediate hazard to life and property, the Building Official may
order such systems disconnected, removed or abated immediately.
If a Notice and Order must be served upon the owner, tenant or user of the
building or structure, the Building Official shall assess the owner, tenant or user of
the building or structure all applicable fees required to cover expenses incurred by
the City of Baldwin Park in the processing of the Notice and Order to abate. Such
processing fees shall be calculated at the rate indicated in the Schedule of Service
Charges adopted by the City Council.
Buildings damaged by fire or by natural disasters where the extent of damage
to the building exceeds seventy-five (75) percent of the valuation of the building prior
to the disaster, or when determined by the Building Official that a structure is unsafe
for occupancy due to damage the building shall be considered a total loss and be
demolished pursuant to this section. , and if necessary the safety of the damaged
structure will be determined by an engineering study paid by the owner of the
property.
150.032 COST OF ABATEMENT OR COMPLIANCE.
Any person, whether as principal, agent, employee or otherwise, who
maintains any premises in violation of the provisions of this Code, any of the codes
Exhibit A to Ordinance No. 1396
Page 12 of 55
adopted by reference herein, or the State Housing Law shall be liable for, and
obligated to pay to the City of Baldwin Park all costs incurred by the City in obtaining
abatement or compliance which is attributable to, or associated with, the
enforcement or abatement action, whether such action is administrative, injunctive
or legal and for all damages suffered by the City its officers, agents, and employees
as a result of such violation or efforts to abate the violation.
If the owner of the property involved in such abatement or compliance action
fails to pay for the costs of such abatement or compliance action upon demand by
the City, the City Council by resolution may order the cost of the abatement to be
specially assessed to the property or parcel. Such assessment shall be collected at
the same time and in the same manner as ordinary county taxes are collected and
shall be subject to the same penalties and the same procedure be applied at the
time of sale or in case of delinquency as are provided for ordinary county taxes.
150.033 NOTICE OF NON-COMPLIANCE.
Whenever the Building Official determines that work has been done without
the required permits, or has not been completed in accordance with the
requirements of this Code, the State Housing Law or any code adopted herein, the
Building Official may cause a Notice of Non -Compliance to be recorded with the
County Recorder and shall notify the owner of such property of such action. The
Notice of Non -Compliance shall describe the property, shall set forth the non-
complying conditions and shall state that the owner of such property has been duly
notified. The Building Official shall record a Notice of Release of the Notice of Non -
Compliance with the County Recorder when it has been determined by the Building
Official that the non -complying conditions have been corrected.
150.034 PUBLIC NUISANCE..
Buildings or structures or portions thereof which are regulated by this Code,
and which are determined by the Building Official to be unsafe or not provided with
adequate egress or which constitute a fire hazard, or which are determined
substandard under the provisions of the California Health and Safety Code, the
State Housing Law, any other applicable law or ordinance, or which are otherwise
dangerous to human life, or which constitute a hazard to health safety or public
welfare by reason of inadequate maintenance, dilapidation, damage obsolescence
or abandonment as specified in this Code or any other law or ordinance, shall be
declared unsafe buildings and shall be declared a public nuisance and shall be
ordered abated by repair, rehabilitation, removal or demolition pursuant to the
provision of this Code.
150.035 ACTIONS VIOLATIONS AND PENALTIES.
It shall be unlawful for any person, firm, corporation or association to erect,
construct, enlarge, alter, repair, move, improve, remove, convert or demolish
equipment, use, occupy, or maintain any building, structure or building service
equipment regulated by this Code, or cause the same to be done in violation of this
Exhibit A to Ordinance No. 1396
Page 13 of 55
Code or any codes hereby adopted by reference, State Housing Law or other
applicable State or local law. The penalty shall be as set forth in Section 10.99 of
the Baldwin Park Municipal Code. Each such person, firm, corporation or
association shall be deemed guilty of a separate offense for each and everyday or
portion thereof during which any violation of any of the provisions of this Code is
committed, continued, or allowed and upon conviction of such violation such person,
firm, corporation or association shall be punishable by a fine or imprisonment or both
as provided by law and the Baldwin Park Municipal Code. The issuance of a permit
or the approval of plans and specifications shall not be construed to authorize any
violation of the provisions of this Code or any codes hereby adopted by reference,
State Housing Law or other applicable State or local law. The issuance or granting
of a permit or approval of plan and specification shall not prevent the Building
Official from thereafter requiring the correction of errors in said plans and
specifications or from suspending construction operations when such plans,
specification or construction are in violation of this Code or any codes hereby
adopted by reference, State Housing Law or other applicable State or local law.
Part 4. Existing Buildings and Building Service Equipment
150.040 APPLICATION OF TECHNICAL PROVISIONS TO EXISTING
BUILDINGS AND BUILDING SERVICE EQUIPMENT.
The provisions of this Part govern the application of the technical codes to
existing buildings and building service equipment.
1WRIZ,5114=111:l �l ilk
The buildings, structures and their building service equipment to which
additions, alterations or repairs are made shall comply with all the requirements of
the technical codes for new facilities, except as specifically provided in this Chapter.
150.042 ADDITIONS. ALTERATIONS OR REPAIRS.
Additions, alterations or repairs may be made to a building or its building
service equipment without requiring the existing building or its building service
equipment to comply with all the requirements of the technical codes, provided the
addition, alteration or repair conforms to that required for a new building or building
service equipment.
150.043 ADDITIONS ALTERATION OR REPAIRS: UNSAFE CONDITIONS..
A. Additions or alterations shall not be made to an existing building or building
service equipment which will cause the existing building or building service
equipment to be in violation of the provisions of the technical codes nor shall such
additions or alterations cause the existing building or building service equipment to
become unsafe.
Exhibit A to Ordinance No. 1396
Page 14 of 55
B. An unsafe condition shall be deemed to have been created if an addition or
alteration may cause the existing building or building service equipment to become
structurally unsafe or overloaded; may not provide adequate egress in compliance
with the provisions of the Building Code or may obstruct existing exits; may create a
fire hazard; may reduce required fire resistance; may cause building service
equipment to become overloaded or exceed their rated capacities; may create a
health hazard or may otherwise create conditions dangerous to human life.
§150.044 ADDITIONS ALTERATION OR REPAIRS; HEIGHT NUMBER OF
STORIES AND AREA.
A. A building altered pursuant to a repair or alteration permit, which involves a
change in use or occupancy, shall not exceed the height, number of stories and area
permitted by the Building Code for new buildings.
B. A building plus new additions shall not exceed the height, number of stories
and area specified by the Building Code for new buildings.
150..045 ADDITIONS ALTERATION OR REPAIRS: COMPLIANCE WITH
CODE REQUIREMENTS.
Additions or alterations shall not be made to an existing building or structure
when the existing building or structure is not in full compliance with the provisions of
the Building Code, except when the addition or alteration will result in the existing
building or structure being no more hazardous, based on life safety, fire safety and
sanitation, than before such additions or alterations are undertaken.
EXCEPTION: Alterations of existing structural elements, or additions of new
structural elements which are initiated only for the purpose of increasing the
lateral -force -resisting strength or stiffness of an existing structure need not be
designed for forces conforming to these regulations provided that an
engineering analysis is submitted to show that:
1. The capacity of existing structural elements required to resist forces is
not reduced;
2. The lateral loading to required existing structural elements is not
increased beyond their capacity;
3. New structural elements are detailed and connected to the existing
structural elements as required by these regulations;
4. New or relocated nonstructural elements are detailed and connected
to existing or new structural elements as required by these
regulations; and
Exhibit A to Ordinance No. 1396
Page 15 of 55
5. An unsafe condition is not created.
150.045 ADDITIONS ALTERATION OR REPAIRS: USE OF SAME MATERIALS.
Alterations or repairs to an existing building or structure which are
nonstructural and do not adversely affect a structural member or a part of the building
or structure having required fire resistance may be made with the same materials of
which the building or structure is constructed, subject to approval by the Building
Official. Installation or replacement of glass shall be as required for new installations.
150.047 EXISTING BUILDING SERVICE EQUIPMENT INSTALLATIONS.
Building service equipment lawfully in existence prior to the effective date of
this Chapter, may have their use, maintenance or repair continued if the use,
maintenance or repair is in accordance with the original design and a hazard to life,
health or property has not been created by such building service equipment.
150.048 EXISTING OCCUPANCY.
A. Buildings in existence prior to the effective date of this Chapter may have their
existing use or occupancy continued if the use or occupancy was legal prior to the
effective date of this Chapter, and provided continued use is not dangerous to life,
health and safety.
B. A change in the use or occupancy of any existing building or structure shall
comply with the provisions of this Code.
4150.049 MAINTENANCE.
A. Buildings, structures and building service equipment, existing and new, and
parts thereof shall be maintained in a safe and sanitary condition.
B. Devices or safeguards which are required by the technical codes shall be
maintained in conformance with the technical code under which installed.
C. The owner or the owner's designated agent shall be responsible for the
maintenance of buildings, structures and their building service equipment.
D. The Building Official may cause a structure to be reinspected to determine
compliance with this subsection.
Buildings, structures and their building service equipment moved into or within
the City shall comply with the provisions of the technical codes for new buildings or
structures and their building service equipment.
Exhibit • No. 1390
Page
A. Temporary structures such as reviewing stands and other miscellaneous
structures, sheds, canopies or fences used for the protection of the public around and
in conjunction with construction work may be erected by a permit issued pursuant to
CBC Section 3103.
B. Temporary buildings or structures shall be completely removed upon the
expiration of the time limit stated in the permit.
150.052 HISTORIC BUILDINGS.
Repairs, alterations and additions necessary for the preservation, restoration,
rehabilitation or continued use of a building, structure, or its building service
equipment may be made provided:
A. The building or structure has been designated by official action of the legally
constituted authority of the City as having special historical or architectural
significance.
B. Unsafe conditions as described in this Chapter are corrected.
C, The restored building or structure and its building service equipment will be no
more hazardous based on life safety, fire safety and sanitation than the
existing building.
D. The structure meets the requirement of 2016 California Historical Building
Code, Part 8 of Title 24.
Part 5. Permits
Except as specified in this Part, no building, structure or building service
equipment regulated by this Chapter and the technical codes shall be erected,
constructed, enlarged, altered, repaired, moved, improved, removed, converted or
demolished unless a separate, appropriate permit for each building, structure or
building service equipment has first been obtained from the Building Official.
150.061 WORK EXEMPT FROM PERMIT.
A. A permit shall not be required for the types of work in each of the separate
classes of permit as set forth in this Part.
B. Exemption from the permit requirements of this Chapter shall not be deemed to
grant authorization for any work to be done in violation of the provisions of the
technical codes or any other laws or City ordinances.
Exhibit • Ordinance No. 13 96
Page 17 of 55
A. A building permit shall not be required for the following;
1. One-story detached accessory buildings used as tool and storage
sheds, playhouses and similar uses, provided the floor area does not
exceed 120 square feet (11 m2), the building is 14 feet or less in height,
and does not contain electrical, mechanical or plumbing work.
2. Fences not over seven (7) (2134 mm) high.
3. Oil derricks.
4, Non -fixed and movable fixtures, cases, racks, counters and partitions
not over five (5) feet nine (9) inches (1753 mm) high.
5. Retaining walls which are not over four (4) feet (1219 mm) in height
measured from the bottom of the footing to the top of the wall, unless
supporting a surcharge or impounding Class I, II or III -A Liquids.
6. Water tanks supported directly upon grade if the capacity does not
exceed five thousand (5,000) gallons (18925 liters) and the ratio of
height to diameter or width does not exceed two to one.
7. Platforms, sidewalks and driveways not more than thirty (30) inches
(762 mm) above adjacent grade, and not over any basement or story
below, and are not part of an accessible route.
8. Painting, papering, tiling, carpeting, cabinets, counter tops and similar
finish work.
9. Temporary motion picture, television and theater stage sets and
scenery.
10. Shade cloth structures constructed for nursery or agricultural purposes,
not including service systems.
11, Swings and other playground equipment accessory to detached one -
and two-family dwellings.
12. Window awnings supported by an exterior wall of detached one- and
two-family dwellings, and Group U Occupancies when projecting not
more than fifty-four (54) inches (1372 mm) and do not require additional
support
Exhibit A to Ordinance No. 1396
Page 18 of 55
13. Prefabricated swimming pools accessory to a detached one- and two-
family dwellings. Occupancy in which the pool walls are entirely above
the adjacent grade and if the capacity does not exceed five thousand
(5,000) gallons (18925 liters), and less than twenty-four (24) inches
(610 mm) deep.
14. Replacement, repair or overlay of less than ten percent (10%) of an
existing roof within any twelve (12) month period.
15. Nonfixed and movable fixtures, cases, racks, counters and partitions
not over 5 feet 9 inches (1753 mm) in height.
B. Unless otherwise exempted by this Chapter, separate plumbing, electrical and
mechanical permits will be required for the above exempted items.
150.063 PLUMBING PERMIT EXEMPTIONS.
A plumbing permit shall not be required for the following:
1. The stopping of leaks in drains, soil, waste or vent pipe, provided,
however, that should any concealed trap, drainpipe, soil, waste or vent
pipe become defective and it becomes necessary to remove and
replace the same with new material, the same shall be considered as
new work and a permit shall be procured and inspection made as
provided in this Chapter.
2. The clearing of stoppages or the repairing of leaks in pipes, valves or
fixtures, including the removal and reinstallation of water closets,
provided such repairs do not involve or require the replacement or
rearrangement of valves, pipes or fixtures.
150+4 ECUANICAL PERMIT EXEMPTIONS.
A mechanical permit shall not be required for the following:.
1. A portable heating appliance.
2. Portable ventilating equipment.
3. A portable cooling unit.
4. A portable evaporative cooler.
5. A closed system of steam, hot or chilled water piping within heating or
cooling equipment regulated by the Mechanical Code.
Exhibit A to Ordinance No. 1396
Page 19 of 55
6. Replacement of any component part of assembly of an appliance
which does not alter its original approval and complies with other
applicable requirements of the technical codes.
7, Refrigerating equipment which is part of the equipment for which a
permit has been issued pursuant to the requirements of the technical
codes.
8. A unit refrigerating system as defined in the Mechanical Code.
x'5.65 ELECTRICAL PERMIT EXEMPTIONS.
An electrical permit shall not be required for the following:
1. Portable motors or other portable appliances energized by means of a
cord or cable having an attachment plug end to be connected to an
approved receptacle when that cord or cable is permitted by the
Electrical Code.
2. Repair or replacement of fixed motors, transformers or fixed approved
appliances of the same type and rating in the same location.
3. Temporary decorative lighting.
4. Repair or replacement of current -carrying parts of any switch, conductor
or control device.
5. Reinstallation of attachment plug receptacles, but not the outlets
therefore.
& Replacement of any over current device of the required capacity in the
same location, except service equipment.
7, Repair or replacement of electrodes or transformers of the same size
and capacity for signs or gas tube systems.
8. Taping joints.
9. Removal of electrical wiring.
% Temporary wiring for experimental purposes in suitable experimental
laboratories.
11. The wiring for temporary theater, motion picture or television stage sets.
12. Electrical wiring, devices, appliances, apparatus or equipment operating
at less than twenty five (25) volts and not capable of supplying more
Exhibit •d*w
R
age 20 of 55
than fifty (50) watts of energy, except in hazardous (classified)
locations.
13. Low-energy power, control and signal circuits of Class II and Class III as
defined in the Electrical Code.
14. A permit shall not be required for the installation, alteration or repair of
electrical wiring, apparatus or equipment or the generation,
transmission, distribution or metering of electrical energy or in the
operation of signals or the transmission of intelligence by a public or
private utility in the exercise of its function as a serving utility.
Part 6. Application Requirements
A. To obtain a permit an applicant shall file a completed application, in writing, on
a form furnished by the Building Official for that purpose.
B Every such application shall:
1. Identify and describe the work to be covered by the permit for which
application is made.
2. Describe the land on which the proposed work is to be done by legal
description, street address or similar description that will readily identify
and definitely locate the proposed building or work.
1 Indicate the use or occupancy for which the proposed work is intended.
4. Be accompanied by plans, diagrams, computations and specifications
and other data as required in CBC Section 107.
5. State the valuation of any new building or structure or any addition,
remodeling or alteration to an existing building.
6. Be signed by the applicant, or the applicant's authorized agent.
7. Give such other data and information as may be required by the
Building Official.
C. The work to be covered by the permit for which application is made, shall
comply with the Code, standards, and laws in effect at the time such application is
filed with the Building Official.
Exhibit A to Ordinance No. 1396
Page 21 of 55
1..
I [goIMIUMEM
A. Plans, specifications, engineering calculations, diagrams, soil investigation
reports, special inspection and structural observation programs and other data shall
constitute the submittal documents and shall be submitted in one or more sets with
each application for a permit.
B. When such plans are not prepared by an architect or engineer, the Building
Official may require the applicant submitting such plans or other data to demonstrate
that state law does not require that the plans be prepared by a licensed architect or
engineer.
C. The Building Official may require plans, computations and specifications to be
prepared and designed by an engineer or architect licensed by the state to practice as
such even if not required by state law.
D. EXCEPTION: The Building Official may waive the submission of plans,
calculations, construction inspection requirements and other data if it is found that the
nature of the work applied for is such that reviewing of plans is not necessary to
obtain compliance with this Chapter.
150.072 INFORMATION ON PLANS AND SPECIFICATIONS.
A. Plans and specifications shall be drawn to scale on substantial paper or cloth
and shall be of sufficient clarity to indicate the location, nature and extent of the work
proposed and show in detail that it will conform to the provisions of this Chapter and
all relevant laws, ordinances, rules and regulations.
B. Plans for buildings of other than detached one- and two-family dwellings and
Group U Occupancies shall indicate how required structural and fire -resistive integrity
will be maintained when a penetration will be made for electrical, mechanical,
plumbing and communication conduits, pipes and similar systems.
1501.073 ARCHITECT OR ENGINEER OF RECORD.
A. When it is required that documents be prepared by an architect or engineer,
the Building Official may require the owner to engage and designate on the building
permit application an architect or engineer who shall act as the architect or engineer
of record.
B. If the circumstances require, the owner may designate a substitute architect or
engineer of record who shall perform all of the duties required of the original architect
or engineer of record.
C. The Building Official shall be notified, in writing, by the owner if the architect or
engineer of record is changed or is unable to continue to perform the duties.
Exhibit A to Ordinance No. 1396
Page 22 of 55
D. The architect or engineer of record shall be responsible for reviewing and
coordinating all submittal documents prepared by others, including deferred submittal
items, for compatibility with the design of the building.
§150.074 DEFERRED SUBMITTALS.
A. For the purposes of this Chapter, deferred submittals are defined as those
portions of the design which are not submitted at the time of the application and which
are to be submitted to the Building Official within a specified period.
B. Deferral of any submittal items shall have prior approval of the Building Official.
The architect or engineer of record shall list the deferred submittals on the plans and
shall submit the deferred submittal documents. Additional plan review fee shall be
paid by the applicant for deferred submittals for review by the Building Official prior to
their installation.
C. Submittal documents for deferred submittal items shall be submitted to the
registered design architect or engineer of record who shall review them and forward
them to the Building Official with a notation indicating that the deferred submittal
documents have been reviewed and that they have been found to be in general
conformance with the design of the building.
D. The deferred submittal items shall not be installed until their design and
submittal documents have been approved by the Building Official.
150.075 INSPECTION AND OBSERVATION PROGRAM.
A. When special inspection is required by CBC Chapter 17, the architect or
engineer of record shall prepare an inspection program which shall be submitted to
the Building Official for approval prior to issuance of the permit.
B. The inspection program shall designate the portions of the work to have special
inspection, the name or names of the individuals or firms who are to perform the
special inspections and indicate the duties of the special inspectors.
C. The special inspector shall be employed by the owner, the engineer or
architect of record, or an agent of the owner, but not the contractor or any other
person responsible for the work.
D. When structural observation is required by CBC Chapter 17, the observation
program shall name the individuals or firms who are to perform structural observation
and describe the stages of construction at which structural observation is to occur.
E. The inspection program shall include samples of inspection reports and provide
time limits for submission of reports.
Exhibit A to Ordinance No. 1396
Page 23 of 55
150.076 EXPIRATION OF APPLICATION FOR PERMIT
A. Except as provided below, a permit application shall expire if no permit is
issued within one year after the date the permit application is filed. A permit
application filed prior to the effective date of this Chapter, shall expire if no permit is
issued within one year after the date the permit application is filed. The Building
Official may issue a permit for work shown on an expired application for a permit
Without requiring the re -submittal of plans and payment of a plan review fee
provided:
1. No changes have been made or will be made to the original
plans and specifications except as required by the original plan
review; and
2. No pertinent laws or ordinances have been amended
subsequent to the date the original application was filed; and
3. The time allowed to obtain the permit does not exceed one year
and one month from the date the original application was filed;
and
4. Circumstances beyond the control of the applicant have
prevented action from being taken.
B. Except as provided in this Section, no action may be taken on an application
after expiration. Plans and other data submitted for review may thereafter be
returned to the applicant or destroyed by the Building Official. To obtain a permit,
applicants shall submit a new application, documents and pay a new plan review
fee. All applicable codes, standards, and laws in affect at the time of the new
application shall then apply to the project.
Part 7. Permit Issuance
A. The application, plans, specifications, computations and other data filed by an
applicant for permit shall be reviewed by the Building Official as deemed
appropriate. Such plans may be reviewed by other City departments to verify
compliance with other applicable laws.
B. If the Building Official finds that the work described in an application for a
permit and the plans, specifications and other data filed therewith conform to
the requirements of this Chapter and the technical codes and other pertinent
laws and ordinances, and that the required fees have been paid, the Building
Official shall issue a permit therefore to the applicant.
R
C. The Building Official shall endorse, in writing or stamp, the required plans and
specifications.
D. Approved plans and specifications shall not be changed, modified or altered
without authorizations from the Building Official, and all work regulated by this
Chapter shall be done in accordance with the approved plans.
150.082 PERMITS FOR PARTIAL CONSTRUCTION.
A. The Building Official may issue a permit for the construction of part of a
building, structure or building service equipment before the entire plans and
specifications for the whole building, structure or building service equipment
have been submitted or approved, provided adequate information and detailed
statements have been filed complying with all pertinent requirements of the
technical codes.
B. The holder of a permit for partial construction shall proceed without assurance
that the permit for the entire building, structure or building service will be
granted.
150.083 RETENTION OF PLANS
A. One set of approved plans, specifications and computations shall be retained
by the Building Official for a period of not less than one hundred eighty (180)
days from the date of completion of the work covered therein or as required by
the State or local laws.
R One set of approved plans and specifications shall be returned to the applicant
and shall be kept on the site of the building or work at all times during which
the work authorized thereby is in progress.
150.084 VALIDITY OF PERMIT.
A. The issuance of a permit or approval of plans, specifications and computations
shall not be construed to be a permit for, or an approval of any violation of, any
of the provisions of this Chapter or the technical codes, or of any other law or
ordinance.
B, Permits presuming to give authority to violate or cancel the provisions of this
Chapter or of other City ordinances shall not be valid.
C, The issuance of a permit based on plans, specifications and other data shall
not prevent the Building Official from thereafter requiring the correction of
errors in the plans, specifications and other data, or from preventing building
operations being carried on thereunder when there is a violation of this
Chapter or of any other City ordinances.
Exhibit ! No. 6
Page
150.085 PERMIT EXPIRATION.
A. Every permit issued by the Building Official under the provisions of the
technical codes shall expire by limitation and become null and void if the
building or work authorized by such permit is not commenced within one
hundred eighty (180) days from the date of such permit, or if the building or
work authorized by such permit is suspended or abandoned at any time after
the work is commenced for a period of 180 days.
R All permits shall expire by limitation of time and become null and void unless
an inspection indicating substantial progress in construction has been
requested and performed every 180 days or sooner.
C. Before work terminated pursuant to subsection B above can be recommenced,
a new permit shall be first obtained, and the permittee shall pay new full permit
fees.
D. The fee therefore shall be pursuant to the last adopted fees provided no
changes have been made to the original plans or specifications for such work;
and provided further that such suspension or abandonment has not exceeded
one (1) year.
E. If the suspension or abandonment of the project has exceeded one year, a
new permit shall be obtained and the permit fees be paid in full.
150.086 PERMIT TIME EXTENSIONS.
A. A permittee holding an unexpired permit may apply for an extension of the time
within which work may commence under that permit, if the permittee can
demonstrate that, for good and satisfactory reasons, it is not feasible to
commence the work within the required time.
B. The Building Official may extend the time for action by the permittee for a
period not exceeding 180 days upon payment of appropriate fees and a written
request by the permittee showing that circumstances beyond the control of the
permittee have prevented action from being taken.
C, Permits shall not be extended more than once, except that, the Building
Official may approve a maximum of one CONSECUTIVE additional extension
of one hundred and eighty (180) days when the applicant demonstrates that
special unusual circumstances exist. In this case, the Building Official may
require that additional fees be paid and plans be revised to partially or fully
comply with the current codes.
D. Permit time extension when there are multiple permits on a single project must
comply with all of the following:
Page 26 of 55
1. For the purpose of permit expiration, all permits associated with a single
project (i.e., same address, suite, portion of building) will be considered
as one project. If an inspection has been performed on any of the
permits for the project, all permits will be considered to have been
extended for an additional 180 days. However, no permit more than
three years old may be extended by the extension of another permit on
the same project.
2. In order to extend a permit described in subsection 1, above, one of the
permits must be extended subject to aforementioned limitations and
payment of required fees. Additionally, an inspection indicating that the
applicant has made substantial progress must be requested and
performed on the permit that has been extended within 180 days, from
the date of permit issuance.
An expired building permit may be renewed provided it has not been expired
for more than one (1) year, no changes have been made to the plans or
specifications previously approved by the expired permit and appropriate permit
renewal fees are paid. In instances where work has been initiated prior to the
expiration of the permit, permit renewal fees shall be assessed pursuant to the
degree of progress made on the work authorized by the permit. Permit renewal fees
shall be assessed by the Building Official pursuant to latest adopted fees.
150.088 PER IT' SUSPENSION OR REVOCATION.
The Building Official is authorized to suspend or revoke a permit issued under
the provisions of this Code when the permit is issued in error or on the basis of
incorrect inaccurate, incomplete, or fraudulent information provided by the applicant,
or when such permit is in violation of an ordinance, regulation, State law or the
provisions of this Code. All suspension or revocation of permits must be in writing
showing the cause and the time period for such action.
_0111 � �, R 1 L -A fir, X9 IN
Except where special building designs or other mitigation measures have
been approved by the Building Official and co-operating officials of other City and
County agencies, a building permit may be denied where physical features of a
building site are such that denial of the building permit is deemed necessary to
safeguard life, limb, health, property or public welfare. Physical features which justify
denial of a permit shall include but shall not be limited to the following:
1. Precipitous cliffs or other adjacent vertical landmasses of unknown
stability.
2. Unstable soils or geologic conditions.
Exhibit A to Ordinance No. 1396
Page 27 of 55
3. Terrain, which is subject to flooding or severe soil erosion.
4. Terrain, which is deemed contaminated by products of hydrocarbon
or other hazardous material.
Part 8. Fees
150.100 FEES ESTABLISHED BY CITY COUNCIL RESOLUTION.
All fees required pursuant to this Chapter shall be paid in the amount
established set forth in the Schedule of Service Charges established by resolution of
the City Council.
A. When a plan or other data is required to be submitted with an application for
permit, pursuant to this Chapter, a Plan Review Fee shall be paid at the time
of submitting plans and specifications for reviewing. The Plan Review Fee is
separate and in addition to the Building Permit Fee.
B. The Plan Review Fee shall be as set forth in the Schedule of Service
Charges established by resolution of the City Council, plus a surcharge as
set forth in the Schedule of Service Charges if additional plan review is
required for the accessibility for the disabled and/or energy conservation
standards as set forth in Title 24 of the California Code of Regulations.
C. When submittal documents are incomplete or changed so as to require
additional plan review or when the project involves deferred submittal items
as defined in this Chapter an additional plan review fee shall be charged at
the rate established in the Schedule of Service Charges.
D. Whenever a permit is requested for the construction of a single-family or
duplex structure as part of a subdivision previously plan -checked and
approved, a fee as set forth in the Schedule of Service Charges established
by the City Council for each such structure shall be paid at the time of
application for each such Building Permit.
E. The amount of initial plan review fee for submittal of a model plan as defined
herein shall be the full plan review fee as specified above. The plan review
fee for subsequent submittal of a plan which qualifies as a model plan shall
be one-half (1/2) the plan review fee. A "model plan" is hereby defined as a
prototype plan for a building or structure which is to be utilized on more than
one site, and which incorporates the same structural features, dimensions,
and calculations as the original approved plan.
F. Upon request to review plans on file, a fee as set forth in the Schedule of
Service Charges shall be paid, if the plans for such building or structure must
be obtained from the City storage vault.
Exhibit A to Ordinance No. 1396
Page 28 of 55
150.102 INVESTIGATION FEES FOR WORK WITHOUT A PERMIT.
A. Whenever any work for which a permit is required by this Chapter has been
commenced without first obtaining the proper permits, a special investigation
shall be made before any permit may be issued for such work.
B. The Investigation Fee in an amount set forth in the Schedule of Service
Charges, in addition to the permit fee, shall be collected whether or not a
permit is then or subsequently issued. The Investigation fee shall be less
than 50% of the permit fee as determined by the Building Official.
D. The payment of such Investigation Fee shall not exempt any person from
compliance with all other provisions of this Chapter nor from any penalty
prescribed by law.
4 150.103 FEE REFUNDS.
A. The Building Official may authorize partial refunding of any fee paid
hereunder which was erroneously paid or collected.
B. The Building Official may authorize the refunding of not more than eighty
(80%) percent of the Permit Fee paid when no work has been done under a
Permit issued in accordance with this Chapter. A processing fee of $100.00
shall be deducted from the refund amount. Permit fee under $100.00 is non-
refundable.
C. The Building Official may authorize the refunding of not more than eighty
(80%) percent of the Plan Review Fee paid when an application is withdrawn
or canceled before any plan reviewing has been started, and the refund
amount is not less than or equal to one hour of plan review service fee. A
processing fee of $100.00 shall be deducted from the refund amount. Plan
review fee under $ 200.00 is non-refundable.
D. The Building Official shall not authorize the refunding of any fee paid except
upon written application filed by the original permittee not later than one
hundred and eighty (180) days after the date of fee payment.
A. Fees shall not be required for buildings erected for and owned by the United
States of America, the State of California, or any of its political subdivisions,
or by any school district or hospitals, where the Building Official has no
jurisdiction for issuance of permits.
B, However, if an applicant requests a plan review or permit for any of the
aforementioned projects, full fees shall be charged.
Exhibit A to Ordinance No. 1396
Page 29 of 55
Part 9. Inspections
A. Construction or work for which a permit is required shall be subject to
inspection by the Building Official and the construction or work shall remain
accessible and exposed for inspection purposes until approved by the Building
Official. In addition, certain types of construction shall have special inspection
and structural observation as specified in Chapter 17 of the CBC.
B. Approval as a result of an inspection shall not be construed to be an approval
of a violation of the provisions of this Chapter or of other City ordinances.
Inspections presuming to give authority to violate or cancel the provisions of
this Chapter or of other City ordinances shall not be valid.
C. It shall be the duty of the permit applicant to cause the work to remain
accessible and exposed for inspection purposes. Neither the Building Official
nor the City shall be liable for expense entailed in the removal or replacement
of any material required to allow inspection.
D. A survey of the lot may be required by the Building Official to verify that the
structure is located in accordance with the approved plans.
E. All inspections specified herein shall be at the discretion of the Building Official
and nothing in the CBC or in this Chapter shall be construed as requiring the
City to conduct such inspection nor shall any actual inspection made imply a
duty to conduct any other inspection. Furthermore, neither the CBC nor this
section shall be construed to hold the City or any officer, employee or
representative of the City, responsible for any damage to persons or property
by reason of making inadequate or negligent inspection or by reason of any
failure to make an inspection or re -inspection.
150.111 INSPECTION RECORD CARD,
A. Work requiring a permit shall not be commenced until the permit holder or the
agent of the permit holder shall have posted or otherwise made available an
inspection record card such as to allow the Building Official to conveniently
make the required entries thereon regarding inspection of the work.
B. The inspection record card shall be maintained and made readily available by
the permit holder until final approval has been granted by the Building Official.
150.112 INSPECTION REQUESTS.
A. It shall be the duty of the person doing the work authorized by a permit to notify
the Building Official that such work is ready for inspection.
Exhibit A to Ordinance No. 1396
Page 30 of 55
B. The Building Official may require that every request for inspection be filed at
least one working day before such inspection is desired. Such request may be
in writing or by telephone at the option of the Building Official.
C. It shall be the duty of the person requesting any inspections required either by
this Chapter or the technical codes to provide access to and means for
inspection of the work.
A. Work shall not be done beyond the point indicated in each successive
inspection without first obtaining the approval of the Building Official.
B. Reinforcing steel or structural framework of a part of a building or structure
shall not be covered or concealed without first obtaining the approval of the
Building Official.
C. The Building Official, upon notification, shall make the requested inspections
and shall either indicate that portion of the construction is satisfactory as
completed or shall notify the permit holder or an agent of the permit holder
wherein the same fails to comply with this Chapter.
D. Any portions of work which do not comply shall be corrected and such portion
shall not be covered or concealed until authorized by the Building Official.
E. There shall be a final inspection and approval of all buildings and structures
when completed and ready for occupancy and use.
150.114 PRELIMINARY INSPECTION.
Before issuing a permit, the building official is authorized to examine or cause
to be examined, buildings, structures and sites for which an application has been
filed.
150.115 REQUIRED BUILDING INSPECTIONS.
The Building Official, upon notification, shall make the following inspections:
A. Foundation inspection. To be made after excavations for footings are
complete and required reinforcing steel is in place. For concrete foundations,
required forms shall be in place prior to inspection. All materials for the
foundation shall be on the job, except when concrete is ready -mixed in
accordance with approved nationally recognized standards ASTM C94, the
concrete need not be on the job. When the foundation is to be constructed of
approved treated wood, additional inspections may be required by the Building
Official. Building Pad Grade Certification and Compaction Report is required
Exhibit A to Ordinance No. 1396
Page 31 of 55
prior to Foundation Inspection on the form provided by the jurisdiction as
approved by the Building Official.
B, Concrete slab or under -floor inspection. To be made after in -slab or
under -floor building service equipment, conduit, piping accessories and other
ancillary equipment items are in place but before any concrete is placed or
floor sheathing installed, including the sub -floor.
C. Protection of joints and penetrations in fire resistive assemblies shall not be
concealed from view until inspected and approved.
D. Framing inspection. To be made after the roof, framing, fire blocking and
bracing are in place and all pipes, chimneys and vents are complete and the
rough electrical, plumbing, and heating wires, pipes, and ducts are approved.
E. Lath and/or wallboard inspection. To be made after lathing and wallboard,
interior and exterior, is in place but before plaster is applied or before
wallboard joints and fasteners are taped and finished.
F„ Fire-resistant penetrations. (CBC Chapter 1, Section 110.3.6) Protection of
joints and penetrations in fire -resistance -rated assemblies, smoke barriers and
smoke partitions shall not be concealed from view until inspected and
approved.
G, Energy efficiency inspections. (CBC Chapter 1, Section 110.3.7)
Inspections shall be made to determine compliance with Chapter 13 and shall
include, but not be limited to, inspections for: envelope insulation R and U
values, fenestration U value, duct system R value, and HAVC and water -
heating equipment efficiency.
H. Final inspection. To be made after finish grading and the building is
completed and ready for occupancy or use.
150.116 REQUIRED BUILDING SERVICE EQUIPMENT INSPECTIONS,
A. General. Building service equipment for which a permit is required by this
Chapter shall be inspected by the Building Official. Building service equipment
intended to be concealed by a permanent portion of the building shall not be
concealed until inspected and approved. When the installation of building
service equipment is complete, an additional and final inspection shall be
made. Building service equipment regulated by the technical codes shall not
be connected to the water, fuel or power supply or sewer system until
authorized by the Building Official.
B. Operation of building service equipment The requirements of this section
shall not be considered to prohibit the operation of building service equipment
installed to replace existing building service equipment serving an occupied
Exhibit A to Ordinance No. 1396
Page 32 of 55
portion of the building in the event a request for inspection of such building
service equipment has been filed with the Building Official not more than 48
hours after the replacement work is completed, and before any portion of such
building service equipment is concealed by permanent portions of the building.
150.117 OTHER INSPECTIONS.
In addition to the called inspections specified above, the Building Official may
make or require other inspections of construction work to ascertain compliance with
the provisions of this Chapter or technical codes and other applicable laws and
ordinances of this City.
150.118 REINSPECTIONS.
A. A re -inspection fee may be assessed for each inspection or when such portion
of work for which inspection is called is not complete or when corrections
called for are not made.
B. This section is not to be interpreted as requiring fees the first time a job is
rejected for failure to comply with the requirements of the technical codes, but
as controlling the practice of calling for inspections before the job is ready for
such inspection or re -inspection.
C, fees may be assessed when the inspection record card is not posted or
otherwise available on the work site, the approved plans are not readily
available to the inspector, for failure to provide access on the date for which
inspection is requested, or for deviating from plans requiring the approval of
the Building Official.
D. To obtain a re -inspection, the applicant shall file an application therefore in
writing upon a form furnished for that purpose, and pay the fee in accordance
with the Schedule of Fees.
E. In instances where fees have been assessed, additional inspection of the work
will not be performed until the required fees have been paid.
§ 150.119 SPECIAL INSPECTIONS.
Special inspection shall be provided in accordance with Section 1704 of the
CBC. Additional special inspections may be required when deemed necessary by the
Building Official.
150.120 CONTRACTORS RESPONSIBILITY.
Pursuant to the requirements of CBC section 1704, each contractor
responsible for the construction of a main wind -or seismic -force -resisting system,
designated seismic system or a wind - or seismic resisting component listed in the
statement of special inspections shall submit a written statement of responsibility to
the Building Official and the owner prior to the commencement of work on the system
or component. The contractor's statement of responsibility shall contain
acknowledgement of awareness of the special requirements contained in the
statement of special inspection.
150.121 STRUCTURAL OBSERVATION.
Structural observation shall be provided in accordance with Section 1704 of the
CBC. Additional structural observation may be required when deemed necessary by
the Building Official. Structural observation does not include or waive any inspection
required by this Code.
150.122 CONNECTION TO UTILITIES.
A. Energy Connections. Persons shall not make connections from a source of
energy, fuel or power to building service equipment which is regulated by the
technical codes and for which a permit is required by this Chapter, until
approved by the Building Official.
B. Temporary Connections. The Building Official may authorize the temporary
connection of the building service equipment to the source of energy, fuel or
power for the purpose of testing building service equipment, or for use under a
temporary certificate of occupancy. This temporary connection will be allowed
for a specific purpose and for a specific period of time. The temporary
connection must be removed or detached when the permitted time period is
over.
Part 10. Certificate of Occupancy
1IIIIIIMIMIOMK��
A. Buildings or structures shall not be used or occupied nor shall a change in the
existing occupancy classification of a building or structure or portion thereof be
made until the Building Official has issued a certificate of occupancy therefore
as provided herein.
B. Issuance of a certificate of occupancy shall not be construed as an approval of
a violation of the provisions of this Chapter or of other City ordinances.
C. Certificates presuming to give authority to violate or cancel the provisions of
this Chapter or of other City ordinances shall not be valid.
Exhibit A to Ordinance No. 1396
Page 34 of 55
150.131 CHANGE IN USE.
Changes in the character or use of a building shall not be made except as
specified in the Building Code.
§ 150.132 ISSUANCE OF CERTIFICATE OF OCCUPANCY.
After the Building Official inspects the building or structure and finds no
violations of the provisions of this Chapter or other laws, the Building Official shall
issue a certificate of occupancy which shall contain the following:
A. The building permit number.
B. The address of the building.
C. The name and address of the owner.
D. A description of that portion of the building for which the certificate is
issued.
E. A statement that the described portion of the building has been
inspected for compliance with the requirements of this Chapter for the
group and division of occupancy and the use for which the proposed
occupancy is classified.
F. The name of the Building Official.
G. The edition of the code under which the permit was issued,
H. The use and occupancy, in accordance with the provisions of Chapter 3
of the CBC.
1. The type of construction as defined in Chapter 6 of the CBC.
J. The design occupant load.
K. If an automatic sprinkler system is provided, whether the sprinkler
system is required.
L. Any special stipulations and conditions of the building permit.
Exhibit A to Ordinance No. 1396
Page 35 of 55
150.133 TEMPORARY CERTIFICATE OF OCCUPANCY.
A. If the Building Official finds that substantial hazard will not result from
occupancy of a building or portion thereof before the same is completed, a
temporary certificate of occupancy for the use of a portion or portions of a
building or structure may be issued prior to the completion of the entire
building or structure.
B. Applicant shall pay required fees prior to issuance of temporary certificate of
occupancy.
C. The Building Official will develop policies and procedures to administer
issuance of a temporary certificate of occupancy.
§150.134 POSTING
The certificate of occupancy shall be posted in a conspicuous place on the
premises and shall not be removed except by the Building Official.
The Building Official may, in writing, suspend or revoke a certificate of
occupancy issued under the provisions of this Chapter when the certificate is issued
in error, or on the basis of incorrect information, or when it is determined that the
building or structure or portion thereof is in violation of an ordinance, regulation or the
provisions of this Chapter.
Part 11. Adoption and Amendment of the 2016 California Building Code
A. The International Building Code, 2012 edition, including the appendices thereto,
together with those omissions, amendments, exceptions and additions thereto
as amended in Part 2 of Title 24 of the California Code of Regulations are
adopted and enacted, as the primary building code of the City of Baldwin Park
and made part of this Code by reference with the same force and effect as if
fully set forth herein and shall be known as the Baldwin Park Building Code.
B. The International Residential Code, 2012 edition, including the appendices
thereto, together with those omissions, amendments, exceptions and additions
thereto as amended in Part 2.5 of Title 24 of the California Code of Regulations
are adopted and enacted, as the Residential Building Code of the City of
Baldwin Park and made part of this Code by reference with the same force and
effect as if fully set forth herein and shall be known as the Baldwin Park
Residential Building Code.
Exhibit A to Ordinance No. 1396
Page 36 of 55
C, The California Green Building Standards Code, 2016 edition, including the
appendices thereto, together with those omissions, amendments, exceptions
and additions thereto as amended in Part 11 of Title 24 of the California Code
of Regulations are adopted and enacted, as the Green Building Code of the
City of Baldwin Park and made part of this Code by reference with the same
force and effect as if fully set forth herein and shall be known as the Baldwin
Park Green Building Code.
The following portions of the California Green Building Standard Codes are amended
as follows:
Section 304.1 Purpose. Voluntary tires are intended to further encourage building
practices that improve public health, safety and general welfare by promoting the use
of building concepts which minimizes the building's impact on the environmental and
promote a more sustainable design.
Section 304.1.1 Tiers: The provisions of Division A4.6 Tier 1 for Residential are
adopted and enacted, as the mandatory tiers. The verification of requirement of these
provisions shall be made by the jurisdiction.
Exhibit A to Ordinance No. 1396
Page 37 of 55
Every new single family home shall install a prewired 40 AMP circuit dedicated for
future Electric car charging device.
Every multifamily dwelling apartment building shall install a sufficient number of Level
III charging stations for eclectic cars. The number of charging devices shall be 5
percent of total required parking spaces, but not less than one The charging stations
shall be designated for charging only.
Section 304.4.1.2 Tiers: The provisions of Divisions A5.6 Tier 1 for non-residential
are adopted and enacted, as the mandatory tiers. The verification of requirements of
these provisions shall be made by the jurisdiction.
Exhibit A to Ordinance No. 1396
Page 38 of 55
Additional requirement for non-residential
Every new non-residential project shall install a sufficient number level III electric car
charging stations as determine during planning stage. The number of charging
stations shall be equal to 5 percent of required parking spaces, but not less than one.
Charging stations shall be designated for charging only. This requirement is in addition
to parking requirement for low emission vehicles.
D. One copy of the adopted codes has been filed for use and examination of the
public in the Office of the City Clerk of the City of Baldwin Park.
150.142 LOCAL AMENDMENTS.
The following provisions shall constitute local amendments to the cross-
referenced provisions of the CBC and shall be deemed to replace the cross-referenced
section of the CBC with the respective provisions set forth in this Chapter.
(A) Section 1505, Fire Classification, is hereby amended as follows:
Sections 1505.1, 1505.1.3 and Table 1505.1 are deleted:
Sections 1505.1 through 1505.3 are amended to read as follows: The entire roof
covering of every existing structure where more than 25% of the total roof area is
replaced within any one year period; the entire roof covering of every new structure
and any roof covering applied in any alteration, repair or replacement of the roof of
every existing structure shall be a fire retardant roof covering that is at least Class B
fire rating. No wood shakes or wood shingles, treated or untreated shall be
permitted.
EXCEPTION: Repairs and additions to existing wood roofs, under twenty-five (25%)
percent of the total existing roof area, shall be allowed to match the existing wood
roof if the new materials are fire retardant and meet the specifications of a Class B
roof. Only one such repair shall be allowed within a 12 -month period.
(B) Section 1510, Re -roofing, is hereby amended as to read as follows:
SECTION 1510.1 GENERAL. All re -roofing shall conform to the
applicable provisions of Chapter 15 of the CBC and as otherwise required in this
section. Repairs to existing roofs shall be limited to 25% of the total roof area within
any one-year period. Repairs exceeding 25% of the total roof area shall be
considered complete re -roofs and subject to the provisions of this Code.
Exhibit A to Ordinance No. 1396
Page 39 of 55
All re -roofing work which requires complete removal of existing roof coverings shall
be considered as new work, and shall be reviewed and inspected under Chapter 15
of this Code. Sheathing placed on top of existing spaced sheathing to create a flat
surface shall be installed per the roofing manufacturer's specifications and
applicable ICC reports.
Sheathing placed directly over roof rafters shall meet span and index ratings in
accordance with Table 2304.7.(3) of the CBC. Sheathing shall be a minimum of one
half inch in thickness and its edges shall bear on a roof rafter or similar support.
Sheathing shall be fastened with minimum 8d common nails spaced 6 inches on
center on the edge and 12 inches on center in the field. Lightweight roofs not
exceeding 6 pounds per square foot, which are replaced with heavier roofs, shall
comply with the provision of Chapter 16 of the CBC and subject to plan check.
Sheathing over existing space sheathing shall be a minimum of 3/8" in thickness.
SECTION 1510.3.3. REROOFING OVERLAYS ALLOWED
Not more than one overlay of composition shingles shall be allowed.
(C) Section 1613.6, Suspended Ceilings is hereby added to the Code to read as
follows:
Minimum design and installation standards for suspended ceilings shall be
determined in accordance with the requirements of CBC Section 2506.2.1 of this
Code and this subsection.
1613.6.1 Scope. This part contains special requirements for suspended ceilings
and lighting systems. Provisions of Section 13.5.6 of ASCE 7 shall apply except
as modified herein.
1613.6.2 General. The suspended ceilings and lighting systems shall be limited
to 6 feet (1828 mm) below the structural deck unless the lateral bracing is
designed by a licensed engineer or architect.
1613.6.3 Design and Installation Requirements.
1613.6.3.1 Bracing at Discontinuity. Positive bracing to the structure shall
be provided at changes in the ceiling plane elevation or at discontinuities in
the ceiling grid system.
1613.6.3.2 Support for Appendages. Cable trays, electrical conduits and
piping shall be independently supported and independently braced from the
structure.
1613.6.3.3 Sprinkler Heads. All sprinkler heads (drops) except fire -
resistance -rated floor/ceiling or roof/ceiling assemblies, shall be designed to
Exhibit A to Ordinance No. 1396
Page 40 of 55
allow for free movement of the sprinkler pipes with oversize rings, sleeves or
adaptors through the ceiling tile, in accordance with Section 13.5.6.2.2 (e) of
ASCE 7.
Sprinkler heads penetrating fire -resistance -rated floor/ceiling or roof/ceiling
assemblies shall comply with Section 714 of this Code.
1613.6.3.4 Perimeter Members. A minimum wall angle size of at least a two
inch (51 mm) horizontal leg shall be used at perimeter walls and interior full
height partitions. The first ceiling the shall maintain 3/4 inch (19 mm) clear
from the finish wall surface. An equivalent alternative detail that will provide
sufficient movement due to anticipated lateral building displacement may be
used in lieu of the long leg angle subject to the approval of the
Superintendent of Building.
1613.6.4 Special Requirements for Means of Egress. Suspended ceiling
assemblies located along means of egress serving an occupant load of 30 or
more shall comply with the following provisions.
1613.6.4.1 General. Ceiling suspension systems shall be connected and
braced with vertical hangers attached directly to the structural deck along the
means of egress serving an occupant load of 30 or more and at lobby's
accessory to Group A Occupancies. Spacing of vertical hangers shall not
exceed 2 feet (610 mm) on center along the entire length of the suspended
ceiling assembly located along the means of egress or at the lobby.
1613.6.4.2 Assembly Device. All lay -in panels shall be secured to the
suspension ceiling assembly with two hold-down clips minimum for each tile
within a 4 -foot (1219 mm) radius of the exit lights and exit signs.
1613.6.4.3 Emergency Systems. Independent supports and braces shall be
provided for light fixtures required for exit illumination. Power supply for exit
illumination shall comply with the requirements of Section 1006.3 of this
Code.
1613.6.4.4 Supports for Appendage. Separate support from the structural
deck shall be provided for all appendages such as light fixtures, air diffusers,
exit signs, and similar elements.
(D) Section 1615, Seismic Design Requirements, is hereby added to the Code to
read as follows:
SECTION 1615 SEISMIC DESIGN REQUIREMENTS
1615.1 General. The text of ASCE 7 is hereby amended to read as follows:
Exhibit A to Ordinance No. 1396
Page 41 of 55
1615.1.6 ASCE 7,12.11.2.2.3.
12.11.2.2.3 Wood Diaphragms. In wood diaphragms, the continuous ties
shall be in addition to the diaphragm sheathing. Anchorage shall not be
accomplished by use of toe nails or nails subject to withdrawal nor shall wood
ledgers or framing be used in cross -grain bending or cross -grain tension. The
diaphragm sheathing shall not be considered effective as providing ties or
struts required by this section.
For wood diaphragms supporting concrete or masonry walls, wood
diaphragms shall comply with the following:
1. The spacing of continuous ties shall not exceed 40 feet. Added chords of
diaphragms may be used to form sub -diaphragms to transmit the
anchorage forces to the main continuous crossties.
2. The maximum diaphragm shear used to determine the depth of the sub -
diaphragm shall not exceed 75% of the maximum diaphragm shear.
1615.1.8 ASCE 7, 12.12.4.
12.12.4 Deformation Compatibility for Seismic Design Category D
through F. For structures assigned to Seismic Design Category D, E, or F,
every structural component not included in the seismic force -resisting system
in the direction under consideration shall be designed to be adequate for the
gravity load effects and the seismic forces resulting from displacement to the
design story drift (0) as determined in accordance with Section 12.8.6 (see
also Section 12.12.1).
Exception: Reinforced concrete frame members not designed as part of the
seismic force -resisting system shall comply with Section 21.9 of ACI 318.
Where determining the moments and shears induced in components that are
not included in the seismic force -resisting system in the direction under
consideration, the stiffening effects of adjoining rigid structural and
nonstructural elements shall be considered and a rational value of member
and restraint stiffness shall be used.
When designing the diaphragm to comply with the requirements stated
above, the return walls and fins/canopies at entrances shall be considered.
Seismic compatibility with the diaphragm shall be provided by either
seismically isolating the element or by attaching the element and integrating
its load into the diaphragm.
Exhibit Ordinance No.w
Page 42 of
SECTION 1808.6.1 FOUNDATIONS.
When buildings are located on expansive soil having an expansion index greater
than 20 ASTM D 4829, gutters, downspouts, piping, and/or other non-erosive
devices shall be provided to collect and convey rainwater to a street, storm drain, or
other approved watercourses or disposal area.
Foundations in expansive soil shall be designed to comply with the following Table:
Exception: for residential monolithically places concrete foundation
located in non -hillside terrain, two #4 reinforcing bars shall be placed
within 3 inches of the of footing and two reinforcing bars shall be
placed 3 to 5 inches from the bottom of the footing. Concrete floor
reinforcement shall consist of number 3 reinforcement bars at 24
inches on center each way. Number 3 bars shall be embedded into
footing a depth of 18 inches.
Minimum slab reinforcement for any building shall be #3 bars at 18 -in on center
each way.
M_._SECTI0'Nmmmm31m09.2 DEFINITION- The following definition is hereby added to
this section of the code,
BARRIER HEIGHT. The distance measured from finish grade to the top of the
barrier. The face of the barrier used shall be the face that is outside the pool or spa
area. Finish grade shall be the lowest adjacent grade within two (2) feet of the outer
surface of the barrier along the entire length.
(1) Section 3109.4.1 is amended to read as follows:
ECTION 3109.4.1
BARRIER HEIGHT AND CLEARANCES. The top of the barrier shall be at least 60
inches above grade measured on the side of the barrier that faces away from the
swimming pool. The maximum vertical clearances between grade and the bottom of
the barrier shall be 2 inches measured on the side of the barrier that faces away
from the swimming pool. Where the top of the pool structure is above grade, the
barrier is authorized to be at ground level or mounted on the top of the pool
structure, and the maximum vertical clearance between the top of the pool structure
and the bottom of the barrier shall be 4 inches.
Exhibit A to Ordinance No. 1396
Page 43 of 55
EXCEPTION: Upon showing of good cause and in individual cases, the Building
Official may allow modifications to the barrier requirements.
(J) Section 3109.4.1.4 is amended to read as follows:
3109.4.1.4 Widely spaced horizontal members. Barriers shall not have a
design configuration that provides a ladder -like effect. When the barrier has
horizontal members spaced less than 45 inches apart, such member shall be placed
on the poolside of the barrier. Any decorative design work attached to the outer side
of the barrier that forms a ladder like design work effect is prohibited.
This following section is hereby added to the Code:
SAFETY ASSESSMENT PLACARDS
A. Intent. This section establishes standard placards to be used to indicate the
condition of a structure for continued occupancy. The section further
authorizes the Building Official and his or her authorized representatives to
post the appropriate placard at each entry point to a building or structure
upon completion of a safety assessment.
B. Application of Provisions. The provisions of this chapter are applicable to
all buildings and structures of all occupancies regulated by the City of Baldwin
Park. The City Council may extend the provisions as necessary.
C. Definitions
Safety assessment is a visual, non-destructive examination of a building or
structure for purpose of determining the condition for continued occupancy.
D. Placards
1. The following are verbal descriptions of the official placards to be used
to designate the condition for continued occupancy of buildings or
structures.
(a) INSPECTED — Lawful Occupancy Permitted is to be posted
on any building or structure wherein no apparent structural hazard has
been found. This placard is not intended to mean that there is no
damage to the building or structure.
(b) RESTRICTED USE is to be posted on each building or structure
that has been damaged wherein the damage has resulted in some
form of restriction to the continued occupancy. The individual who
posts this placard will note in general terms the type of damage
Exhibit A to Ordinance No. 1396
Page 44 of 55
encountered and will clearly and concisely note the restrictions on
continued occupancy.
(c) UNSAFE — Do Not Enter or Occupy is to be posted on each
building or structure that has been damaged such that continued
occupancy poses a threat to life safety. Buildings or structures posted
with this placard shall not be entered under any circumstance except
as authorized in writing by the Building Official, or his or her authorized
representative. Safety assessment teams shall be authorized to enter
these buildings at any time. This placard is not to be used or
considered as a demolition order. The individual who posts this
placard will note in general terms the type of damage encountered.
2. This Municipal Code section number, the name of the City, its address, and
phone number shall be permanently affixed to each placard.
3. Once it has been attached to a building or structure, a placard is not to be
removed, altered or covered until done so by an authorized representative of
the Building Official. It shall be unlawful for any person, firm or corporation to
alter, remove, cover or deface a placard unless authorized pursuant to this
section.
150.144 APPENDIX J GRADING.
A. Appendix J, Grading, Section J 103 is amended to read as follows:
BUILDING OFFICIAL. The Building Official for APPENDIX J, GRADING shall be the
Director of Public Works (except grading around building foundation and swimming
pool.).
B. APPENDIX J GRADING. SECTION J106 EXCAVATIONS. This section is
amended by the addition of the following:
EXCAVATION AT OR ADJACENT TO SLOPES. A geotechnical report addressing
slope stability shall be submitted for plan review when an excavation or construction of
a swimming pool, spa, or similar structure encroaches into the projected plane of a 3:1
or steeper slope.
Part 12. ADOPTION AND AMENDMENTS OF THE
CALIFORNIA ELECTRICAL CODE
150.150 ADOPTION.
A. The National Electrical Code (NEC), 2011 Edition, promulgated by the
National Fire Protection Association, 1 Batterymarch Park, (P.O. Box 9146),
Quincy, MA 02269-9959, together with the 2016 California Amendments
adopted by the California Building Standards Commission as Title 24, Part 3
Exhibit A to Ordinance No. 1396
Page 45 of 55
of the California Code of Regulations, is hereby adopted and enacted as the
primary electrical code of the City of Baldwin Park and made part of this Code
by reference with the same force and effect as if fully set forth herein subject
to the following amendments and shall be known as the Baldwin Park
Electrical Code.
B. One copy of the Codes adopted by reference has been filed for use and
examination of the public in the Office of the City Clerk of the City of Baldwin
Park.
§_1§0.151 SPECIAL EVENTS.
A permit shall be required for the installation of portable wiring for equipment
for carnivals, circuses, exhibits, amusement rides, traveling attractions, film shoots
and similar functions including wiring in, or on, all structures.
150.153 TEMPORARY WIRING.
For the purpose of this section temporary wiring shall be defined as
temporary electrical power and lighting installations permitted during the period of
construction, remodeling, maintenance, repair, or demolition of buildings, structures,
equipment, or similar activities. Temporary wiring shall be removed immediately
upon completion of construction or purpose for which the wiring was installed. The
main service of a building or space shall not be energized to provide temporary
lighting during construction.
150.154 CONDITIONAL ELECTRICAL SERVICE CONNECTION.
A Conditional Electrical Service Connection may be authorized by the
Building Official when in the opinion of the Building Official the need for such
connection exists and such connection cannot be achieved following the standard
adopted policy or process. Conditional electrical service may be terminated at the
completion of a specific purpose for which the electrical connection was granted or
at the discretion of the Building Official.
Part 13. Adoption of the California Mechanical Code
150.160 ADOPTION.
A. The Uniform Mechanical Code, 2012 Edition, promulgated by the
International Association of Plumbing and Mechanical Officials, 5001 East
Philadelphia Street, Ontario, CA, 91761-2816, together with the 2016
California Amendments adopted by the California Building Standards
Commission as Title 24, Part 4 of the California Code of Regulations, is
hereby adopted and enacted as the primary Mechanical Code of the City of
Baldwin Park, and made part of this Code by reference with the same force
Exhibit A to Ordinance No. 1396
Page 46 of 55
and effect as if fully set forth herein and shall be known as the Baldwin Park
Mechanical Code.
B. One copy of each of the Codes adopted by reference has been filed for use
and examination of the public in the Office of the City Clerk of the City of
Baldwin Park.
Part 14. Adoption of the California Plumbing Code
A. The Uniform Plumbing Code, 2012 Edition promulgated by the International
Association of Plumbing & Mechanical Officials, 5001 East Philadelphia
Street, Ontario, CA, 91761-2816, together with the 2016 California
Amendments adopted by the California Building Standards Commission as
Title 24, Part 5 of the California Code of Regulations, is hereby adopted and
enacted as the Primary Plumbing Code of the City of Baldwin Park, and made
part of this Code by reference with the same force and effect as if fully set
forth herein and shall be known as the Baldwin Park Plumbing Code.
B. One copy of each of the Codes adopted by reference has been filed for use
and examination of the public in the Office of the City Clerk of the City of
Baldwin Park.
Part 15. Adoption of the California Energy Code
4150.1180 ADOPTION.
A. "Building Energy Efficiency Standards -Standards for Residential and
Nonresidential Buildings" which incorporates Title 24, Part 6 of the California
Code of Regulations as published by the California Energy Commission and
the California Building Standards Commission, and is hereby adopted and
enacted as the primary Energy Code of the City of Baldwin Park, and made
part of this Code by reference with the same force and effect as if fully set
forth herein and shall be known as the 2016 California Energy Code.
B. One copy of the 2016 California Energy Code has been filed for use and
examination of the public in the Office of the City Clerk of the City of Baldwin
Park.
Part 16. Adoption of the California Elevator Safety Construction Code
150.190 ADOPTION OF TECHNICAL PROVISIONS OF CALIFORNIA
ELEVATOR SAFETY CONSTRUCTION CODE.
A. The California Elevator Safety Construction Code, as adopted by the California
Building Standards Commission as Title 24, Part 7 of the California Code of
Exhibit A to Ordinance No. 1396
Page 47 of 55
Regulations, is hereby adopted and enacted as the Primary Elevator Safety
Construction Code of the City of Baldwin Park and made part of this Code by
reference with the same force and effect as if fully set forth herein and shall
be known as the 2016 California Elevator Safety Construction Code.
B. One copy of the 2016 California Elevator Safety Construction Code has been
filed for use and examination of the public in the Office of the City Clerk of the
City of Baldwin Park.
Part 17. Adoption of the California Historical Building Code
MI M
A, The California Historical Building Code, as adopted by the California Building
Standards Commission as Title 24, Part 8 of the California Code of
Regulations, is hereby adopted and enacted as the primary Historic Building
Code of the City of Baldwin Park, and made part of this Code by reference
with the same force and effect as if fully set forth herein and shall be known
as the 2016 California Historic Building Code.
B. One copy of the 2016 California Historical Building Code has been filed for use
and examination of the public in the Office of the City Clerk of the City of
Baldwin Park.
Part 18. Adoption and Amendment of the California Existing Building Code
150.210 ADOPTION.
A. The International Existing Building Code, 2012 edition, including the
appendices thereto, together with those omissions, amendments, exceptions
and additions thereto as amended in Title 24, Part 10 of the California Code of
Regulations, is hereby adopted and enacted as the primary Existing Building
Code of the City of Baldwin Park, and made part of this Code by reference with
the same force and effect as if fully set forth herein and shall be known as the
2016 California Existing Building Code.
B. One copy of the 2016 California Existing Building Code has been filed for use
and examination of the public in the Office of the City Clerk of the City of
Baldwin Park.
Part 19. Adoption of the California References Standards Code
A. The California Referenced Standards Code, as adopted by the California
Building Standards Commission as Title 24, Part 12 of the California Code of
Exhibit A to Ordinance No. 1396
Page 48 of 55
Regulations, is hereby adopted and enacted as the primary Referenced
Standards Code of the City of Baldwin Park, and made part of this Code by
reference with the same force and effect as if fully set forth herein and shall
be known as the 2016 California Referenced Standards Code.
B. One copy of the 2016 California Referenced Standards Code has been filed for
use and examination of the public in the Office of the City Clerk of the City of
Baldwin Park.
ITEM NO.
STAT" REPORT „ ���,
ii�
r
TO: Honorable Mayor and City Councilmembers
(,-,SAN
U" " FROM: Shannon Yauchzee, Chief Officer Executive
THE
Manuel Carrillo, Director of Recreation and Con m wnity Services
Til
rABRI L �ALLEY DATE: January 18, 2017
�W JAW
SUBJECT: CONSIDERATION TO RENEW THE CONTRACT WITH
CALIFORNIA CONSULTING, LLC (GRANT WRITING FIRM)
SUMMARY
The purpose of this staff report is to renew the contract for a single consultant services agreement with
California Consulting, LLC to seek federal, state, and private grant funding opportunities for all City
departments. California Consulting, LLC will provide services for all grant writing purposes including;
discovery, research, unlimited grant writing and grant administration support.
FISCAL IMPACT
The cost to retain a grant writing consultant for a period of 12 months totals a maximum of $60,000 (at a
retainer in the amount of $4,900 per month plus reimbursable items at a max rate of $100 per month). The cost
will be appropriated from funds related to the grants applied for including but not limited to General Fund, Prop
A Fund, or Future Development Fund.
RECOMMENDATION
Staff recommends the City Council:
1) Approve the Consultant Services Agreement with California Consulting, LLC; and
2) Authorize the Director of Finance to appropriate funds to cover the cost related to the grants applied for
including but not limited to General Fund, Prop A Fund, or Future Development Fund; or
3) Provide staff direction.
BACKGROUND
In 2016, the City used the services of (2) two different grant writing firms to seek grant funding opportunities to
support a variety of City programs, capital improvement projects and services. The California Consulting, LLC
represented the (Public Works and Community and Economic Development) at a rate of $3,750 a month plus
reimbursables at a max rate of $200 a month. While Del Sol Solutions, LLC represented the Police and
Recreation and Community Services Departments at a rate of $4,500 a month plus reimbursables capped at
$100 per month.
Del Sol Solutions, LLC performed research and submitted a variety of grants for the Police and Recreation and
Community Services Department during the service agreement time period. California Consulting, LLC was
able to successfully secure a grant in the amount of $200,000.
At their City Council meeting on September 7, 2016 staff presented City Council with a 6 month update on the
grant writing firms and seek direction to continue, modify, or end contract agreements with both firms. City
Council determined that the contract agreement with Del Sol Solutions would not be considered to continue.
California Consulting, LLC offered to represent the Recreation and Community Services and Police
Departments becoming the sole grant writing firm representing all City departments at a rate of $4,900 per
month plus reimbursables at a max rate of $100 per month.
Grant Writing Services
January 18, 2017
Paee 2
Subsequently, the City Council ratified the amended contract with California Consulting to pursue grants for all
City departments at their November 16, 2016 City Council meeting. The direction of the City Council was to
bring forth the service agreement with California Consulting, LLC for renewal.
LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.
ALTERNATIVES
The City Council may elect not to approve the Consultant Services Agreement with California Consulting,
LLC.
ATTACHMENTS
#1 — California Consulting, LLC Agreement
#2 — California Consulting, LLC "By the Numbers" Report
GRANT WRITING SERVICES AGREEMENT
DATED: January 1, 2017
PARTIES: California Consulting, LLC, A California Limited Liability Company
(hereinafter the "Consultant"); and
City of Baldwin Park, (hereinafter the "Client")
AGREEMENT:
The undersigned hereby agree to the following terms and conditions:
Section 1. Duties of Consultant: During the term of this Agreement,
Consultant shall provide the Client as follows:
a. Grant research, targeted grant research on projects specifically identified by the client,
identification of funding opportunities, and grant writing at direction of Client;
b. Offering Client general advice on matters involving funding mechanisms, grants research,
identification, and writing;
c. Perform post -grant award administration on the grants which are awarded to the Client,
including the filing of required documents by the proscribed deadlines set by the awarding
entity; and
d. Services listed above will be provided for all departments within the City of Baldwin Park.
Section 2. Time for Performance of I.Nilies: Notwithstanding any other term
or condition of this Agreement, Client specifically acknowledges that Consultant has other clients
and/or outside employment. Consultant shall have control over the time and manner of performing
its duties described in Section 1, and shall make available such time as it, in its sole discretion, shall
deem appropriate for the performance of its duties under this Agreement.
Section 3. Termi of theAgreement: The effective date of this Agreement is
January 19, 2017, and shall continue until January 19, 2018, at which time the Client has the option
to continue the Agreement on a month to month basis allowing either party to discuss new terms at
any time. If Client continues on a month to month basis, all terms of this contract are valid and in
effect and a new Agreement is not required.
Section 4. trt�tsation: Client shall pay Consultant $4,900.00 per month
as compensation for Consultant's services as described in Section 1. Consultant will provide Client
with a written invoice. Client agrees to pay invoice within 30 (thirty) days of receipt.
Section 5. Ex ,)macs: The Client agrees to reimburse the Consultant for
reasonable out-of-pocket expenses related to performing services on behalf of the Client. Such
expenses typically might include, but are not limited to, mileage, conference calls, copies and
binding costs associated with grant application preparation, postage, parking, travel, and lodging
expenses. Consultant will not request reimbursement for any expenses in excess of $100.00 each
month, without written authorization from Client. Consultant shall provide Client with a
description and supporting documentation for expenses with the invoice.
Section 6. RclationshiW Consultant shall perform its services hereunder as
an independent contractor and not as an employee of the Client or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that Consultant shall have no authority to act for,
represent or bind the Client or any affiliate thereof in any manner, except as may be agreed to
expressly by the Client in writing from time to time.
Section 7. Con1'id'ential'i : Except in the course of the performance of its
duties hereunder, each party agrees that it shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a result of this Agreement. Similarly,
the parties agree that they shall not disclose or divulge this Agreement, or any of its term or
conditions to third parties, except as is necessary to perform the terms and conditions stated herein.
Section 8. 1ndenini icalion: Each party shall defend any third party claim
against the other party arising from the death of or physical injury to any person or damage to the
indemnified party's property to the extent proximately caused by the negligence of the indemnifying
party or its agents or employees, and indemnify and hold harmless the other party and its respective
officers, directors, employees and volunteers from and against damages, liabilities and reasonable
costs and expenses, including reasonable legal fees incurred in connection therewith. Consultant
maintains liability insurance in the amount of one million dollars.
Section 9. As q!E2gt: This Agreement shall not be assignable by either
party; provided however, that Consultant shall have the discretion to allocate its duties hereunder
to owners, affiliates, or employees of Consultant.
Section 10. No t'naranteed Result: Client acknowledges and agrees that
Consultant does not have control over third party decision makers, and therefore Consultant makes
no representations, warranties or guarantees that it can achieve any particular results. Consultant,
however, shall act in good faith toward the performance of its duties described above.
Section 11. Prior Agreements: This Agreement shall supersede any prior
agreements between the parties, and serves as the sole and only agreement between them. This
Agreement may only be modified by a writing signed by both parties.
Section 12. Governing Law: This Agreement shall be deemed to be a contract
made under the laws of the State of California and for all purposes shall be construed in accordance
with the laws of said State.
Section 13. At Lorney'sfees: The prevailing party in any action filed that arises
out of this Agreement shall be entitled to recoup their reasonable attorney's fees and costs from the
other party.
courier to:
Section 14. Notices: All notices will be sent via certified mail or overnight
Consultant at: California Consulting, LLC
4744 Telephone Rd., Ste. 3-352
Ventura, CA 93003
Client at: City of Baldwin Park
Attn: Shannon Yauchzee
14403 East Pacific Avenue
9PM
Baldwin Park, CA 91706
Section 15. Termination: This Agreement may be terminated by either party
for any reason not in violation of federal and/or California State law upon thirty (30) days written
notice to the other party. Client shall compensate Consultant for all services rendered prior to the
date of termination. There shall be no liquidated damages in the event of termination under this
provision.
IN WITNESS THEREOF, this Agreement is executed on the dates set forth below
and effective on the date first set forth above.
"CONSULTANT"
"CLIENT"
California Consulting, LLC City of Baldwin Park
(A California Limited Liability Company)
Steven Samuelian, Chief Executive Officer Manuel Lozano, Mayor
-3-
Attachment #2
The State's Premier Grant Msting Firm
WA
CIty of Baldwin Park
By the Numhers
Total Grant Awards
LA County Competitive Tree Planting Grant
As of i2ipli 6
AGENDA
I'A I Ll FAU Eq, ;Fit I I g Rollie, 1:111
JANUARY 18, 2017
7:00 P
REGULAR MEETING
COUNCIL CHAMBER
14403 E. PACIFIC AVENUE
BALDWIN PARK, CA 91706
(626) 960-4011
ow
:-1
..
D
7l7
601H ANNIVERSARY
Manuel Lozano
Susan Rubio
Cruz Baca
Monica Garcia
Ricardo Pacheco
- Chair
- Vice Chair
- Board Member
- Board Member
- Board Member
PLEASE TURN OFF CELL PHONES AND PAGERS WH/LE MEET/NG /S /N PROCESS
POR FAVOR DE APAGAR SUS TELEFONOS CELULARES Y BEEPERS DURANTE LA JUNTA
PUBLIC COMMENTS
The public is encouraged to address the Housing
Authority on any matter posted on the agenda or on any
other matter within its jurisdiction. If you wish to
address the Board, you may do so during the PUBLIC
COMMUNICATIONS period noted on the agenda. Each
person is allowed three (3) minutes speaking time. A
Spanish speaking interpreter is available for your
convenience.
COMENTARIOS DEL PUBLICO
Se invita al publico a dirigirse a la Agencia nombrada en esta
agenda, para hablar sobre cualquier asunto publicado en
la agenda o cualquier tema que est6 bajo su jurisdiccion.
Si usted desea la oportunidad de dirigirse a /a Agencia, podM
hacerio durante el periodo de Comentarios del Publico
(Public Communications) anunciado en la agenda. A cada
persona se le permite hablar por fres (3) minutos. Hay un
int6ipr to para su convernencia.
Any written public record relating to an agenda item for an open session of a regular meeting of the Finance Authority
that is distributed to the Housing Authority less than 72 hours prior to that meeting will be available for public
inspection at City Hall in the City Clerk's office at 14403 E. Pacific Avenue, 3rd Floor during normal business hours
(Monday - Thursday, 7:30 a.m. - 6:00 p.m.)
FINANCE AUTHORITY
REGULAR MEETING — 7:00 PM
CALL TO ORDER
ROLL CALL
Board Members: Cruz Baca, Ricardo Pacheco,
Monica Garcia, Vice Chair Susan Rubio and Chair Manuel Lozano
PUBLIC COMMUNICATIONS
Three (3) minute speaking time limit
Tres (3) minutos seri el limite para hablar
THIS IS THE TIME SET ASIDE TO ADDRESS THE COMMISSION
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 COMISI6N
No se podra ton°wr acci6n en alg(jn asonto a rraenos pare sea incluiclo en la agenda, o a menos pare exista algaina emor onGia o
circunstancia especial. E-1 cuerpo legislativo y su personal podran: 1) Responder brevernente a declaracidnes o preguntas hechas
por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracia n en juntas pro. itnas. (Codigo de
Gobiemo §54954.2]
CONSENT CALENDAR
1. TREASURER'S REPORT — NOVEMBER 2016
Staff recommends that Council receive and file the Treasurer's Report.
2. AUTHORIZE ESCROW AGREEMENTS IN CONNECTION WITH REFINANCING TAX
ALLOCATION BONDS
Staff recommends that Council, acting as governing body of the Finance Authority, approve
and adopt Resolution No. FA 2017-007, entitled "A Resolution of the Baldwin Park
Financing Authority Approving the Forms and Authorizing the Execution and Delivery of
Escrow Agreements Relating to the Issuance by the Successor Agency to the Dissolved
Community Development Commission of the City of Baldwin Park Refunding Bonds to
Refund Certain Outstanding Obligations of the Former Community Development
Commission of the City of Baldwin Park and Providing for Other Matters Relating Thereto."
ADJOURNMENT
CERTIFICATION
1, Alejandra Avila, Secretary of the Finance Authority hereby certify under penalty of perjury under
the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin
board not less than 72 hours prior to the meeting. Dated this 12th day of January, 2017.
Alejandra Avila
Secretary
PLEASE NOTE--,- Copies of staff reports and supporting documentation perlaWng to each item on this agenda are available for
public viewing and inspectiw at City Hall, 2111 Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin
Park For hirfher o7forroation regarding agenda iterns, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-
mail ataavifa@t L(,ttWg@
rk cQtq.
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 //)
ITEM NO.
STAFF , PORT
TO: Honorable Mayor and City Councilmembers
A, ��I I ,' �'� FROM: Rose Tam, Director of Finance °w�
srr cs,; " �� DATE: January 18, 2016
SUBJECT: TREASURER'S REPORT - NOVEMBER 2016
JA
SUMMARY
Attached is the Treasurer's Report for the month of November 2016. The Treasurer's Report lists
all cash for the City (which includes the Baldwin Park Financing Authority), the Housing
Authority, and the Successor Agency to the Community Development Commission (CDC). All
investments are in compliance with the City's Investment Policy and the California Government
Code.
FISCAL IMPACT
None
LEGAL REVIEW
None required.
RECOMMENDATION
Staff recommends that Council receive and file the Treasurer's Report for November 2016.
BACKGROUND
The City's Investment Policy requires the Treasurer's Report be submitted to the Mayor and City
Council on a monthly basis.
INVESTMENT
DESCRIPTION
State of California Local
Agency Investment Fund
City
Housing Authority
Certificate of Deposit
Capital One Bank USA NATL ASSN
Wells Fargo Bank NA SIOUX Falls
JP Morgan Chase Bank NA Columbus
Ally Bank Midvale CTF DEP ACT/365
CITY OF BALDWIN PARK
TREASURER'S REPORT
11/3012016
INTEREST PURCHASE MATURITY
RATE DATE DATE.
0.68%
Varies
Varies
0.68%
Varies
Varies
1.15%
9114/2016
911412018
1.16%
911412016
9/1412018
1.15%
911612016
911612018
1.15%
911712016
911712018
PAR CURRENT
VALUE PRINCIPAL
BOOK MARKET
VALUE VALUE
$ 15,266,837.49
$ 15,266,837.49 $
15,266,837.49 $
15,266,837.49
13,148.90
13,148.90
13,148.90
13,148.90
16',"2'79 986.3915,278,986.39
Total Investments $
15,279,986.39
15,279,986.39
245,000.00
245,000.00
245,000.00
244,683.95
245,000.00
245,000.00
245,000.00
244,728.05
245,000.00
245,000.00
245,000.00
244,723.15
245,000.00
245,000.00
245,000.00
244,674.15
980,000.00
980,000.00
980,000.00 _
978,809.30
Fiscal Agent Funds - City Varies Varies Varies 2,514,299.75 2,514,299.75
2,514,299.75
2,514,299.75
Fiscal Agent Funds - Successor Agency Varies Varies Varies 2,936,972.42 2,936,972.42
2,936,972.42
2,936,972.42
21,711 258.56 $ ,1,258.56
2171
5,451,272.17 $
2I10,067.86
Total Investments $
21,711,258.56
Cash
1.
City Checking
2,946,633.09
Money Market Plus
9,010,421.85
City Miscellaneous Cash
48,328.91
Successor Agency
198,178.52
Housing Authority
118,368.30
Financing Authority
0.00
Investment Brokerage
339.03
Total Cash
12,322,269.70
Total Cash and Investments $
34,033,528.26
Schedule of Cash and Investments Includes all financial assets as Included In the Comprehensive Annual Financial Report.
There was no investment maturity/purchase transaction made for the month of November 2016 and several deposits/withdrawals were
made with the Local Agency Investment Fund.
In compliance with the California Government Code Section 53646 et seq., I hereby certify that sufficient investment
liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months
that all investments are In compliance to the City's Statement of Investment Policy.
Approved by:
Rose Tam "
Director of Finance
ITEM NO.
...
STA "' %%' !!j
�.... ....
- TO: Honorable Chair and Board Members of the Baldwin
Of o y Park Financing Authority
FROM: Rose Tam, Director of Finance
/VALi-�� �'� DATE: January 18,2017 SUBJECT: AUTHORIZE ESCROW AGREEMENTS IN
CONNECTION WITH REFINANCING TAX
ALLOCATION BONDS
SUMMARY
This item approves actions in connection with the refinancing the Successor Agency's
outstanding tax allocation debt.
FISCAL IMPACT
None.
RECOMMENDATION
Staff recommends that the Financing Authority approve and adopt Resolution No. FA 2017-007
entitled "RESOLUTION OF THE BALDWIN PARK FINANCING AUTHORITY
APPROVING THE FORMS AND AUTHORIZING THE EXECUTION AND DELIVERY OF
ESCROW AGREEMENTS RELATING TO THE ISSUANCE BY THE SUCCESSOR
AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK REFUNDING BONDS TO REFUND CERTAIN
OUTSTANDING OBLIGATIONS OF THE FORMER COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK AND PROVIDING FOR OTHER
MATTERS RELATING THERETO."
The Resolution presented for Financing Authority Board approval approves the forms of the
following documents:
Escrow Deposit and Trust Agreement - 1990 Series A Bonds - Central Business District Loan;
Escrow Deposit and Trust Agreement - Series 1998 Bonds - San Gabriel River Project Loan;
and
Escrow Deposit and Trust Agreement - 2003 Bonds - Puente -Merced Loan.
The Resolution authorizes the Executive Director of the Financing Authority to execute the
documents and take any actions necessary to complete the transaction.
Legal Review
This report and the attachments have been reviewed by the City Attorney.
BACKGROUND
Prior to dissolution, the Baldwin Park Redevelopment Agency ("RDA"), predecessor to the
Community Development Commission of the City of Baldwin Park ("Commission"), issued
Authorizing Escrow Agreements
January 18, 2017
Page 2
several series of tax allocation bonds and entered into loan agreements with the Baldwin Park
Financing Authority ("Financing Authority") secured by tax increment ("Outstanding RDA
Obligations"). The Dissolution Act permits the Outstanding RDA Obligations to be refinanced
by the Successor Agency to the Dissolved Community Development Commission of the City of
Baldwin Park ("Successor Agency").
The Financing Authority issued Revenue (Tax Allocation) Bonds, 1990 Series A and the former
RDA was obligated to make payments to the Financing Authority to pay debt service on the
1990 Bonds pursuant to a Loan Agreement relating to the Central Business District Project Area.
In addition, the Financing Authority issued Tax Allocation Bonds, Series 1998 and the former
RDA was obligated to make payments to the Financing Authority to pay debt service on the
1998 Bonds pursuant to a Loan Agreement relating to the San Gabriel River Project Area.
Further, in 2003, the Financing Authority issued Sales Tax and Tax Allocation Refunding Bonds,
Series 2003 and the former RDA was obligated to make payments to the Financing Authority to
pay debt service on the 2003 Bonds pursuant to a Loan Agreement relating to the Puente -Merced
Project Area.
While the former Agency no longer exists, the Successor Agency is responsible to fund bond
debt service and loan payments until all bonds are repaid. The Successor Agency has proposed
refinancing the Loans by issuing Tax Allocation Refunding Bonds, Series 2017. Upon issuance
of the Tax Allocation Refunding Bonds, the Successor Agency will prepay the Loans, and the
Financing Authority is required to use such prepayments to redeem its Bonds.
As part of the Successor Agency refinancing, separate Escrow Deposit and Trust Agreements
have been prepared for the prepayment of the Loans, and consequently the 1990 Bonds, the 1998
Bonds and the 2003 Bonds. The draft forms of the Escrow Deposit and Trust Agreements by
and among the Successor Agency, the Financing Authority and U.S. Bank, as Escrow Bank are
on file with the Secretary.
Approval of the forms of the Escrow Deposit and Trust Agreements and authorization of their
execution is required to complete the refinancing of the Loans by the Successor Agency.
ALTERNATIVES
1. Do not approve the escrow agreements.
ATTACHMENTS
1. Resolution No. FA 2017-007
2. Escrow Agreement (1990 Series A Bonds —Central Business District Loan)
3. Escrow Agreement (Series 1998 Bonds — San Gabriel River Project Loan)
4. Escrow Agreement (2003 Bonds — Puente -Merced Loan)
I 1 1 -
Attachment
RESOLUTION NO. FA 2017-007
RESOLUTION OF THE BALDWIN PARK FINANCING AUTHORITY APPROVING
THE FORMS AND AUTHORIZING THE EXECUTION AND DELIVERY OF ESCROW
AGREEMENTS RELATING TO THE ISSUANCE BY THE SUCCESSOR AGENCY TO
THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
BALDWIN PARK REFUNDING BONDS TO REFUND CERTAIN OUTSTANDING
OBLIGATIONS OF THE FORMER COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF BALDWIN PARKAND PROVIDING FOR OTHER MATTERS
RELATING THERETO
WHEREAS, pursuant to section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all section references hereinafter being to such Code),
the Community Development Commission of the City of Baldwin Park, successor to the
Baldwin Park Redevelopment Agency (the "Former Agency"), has been dissolved and
no longer exists as a public body, corporate and politic, and pursuant to section 34173,
and the Successor Agency to the Dissolved Community Development Commission of
the City of Baldwin Park (the "Successor Agency") has become the successor entity to
the Former Agency;
WHEREAS, a redevelopment plan for the Former Agency's Central Business
District Redevelopment Project in the City of Baldwin Park (the "City") has been adopted
in compliance with all requirements of the Code (the "CBD Redevelopment Project");
WHEREAS, a redevelopment plan for the Former Agency's Merged
Redevelopment Project in the City has been adopted in compliance with all
requirements of the Code (the "Merged Redevelopment Project" and with, the CBD
Redevelopment Project, the "Redevelopment Projects");
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
incurred certain obligations to finance redevelopment activities within and for the benefit
of the Redevelopment Projects, of which the following remain outstanding:
(a) A loan agreement, dated as of January 1, 1990, by and among the
Baldwin Park Financing Authority (the "Authority"), the Former Agency and
Security Pacific National Bank (the "1990 Loan"), since succeeded by U.S. Bank
National Association, as trustee (the "Trustee"), securing the Authority's Baldwin
Park Public Financing Authority Revenue (Tax Allocation) Bonds, 1990 Series A
(the "1990 Authority Bonds"),
(b) A loan agreement, dated as of May 1, 1998, by and among the
Authority, the Former Agency and the Trustee (the "1998 Loan"), securing the
Authority's Baldwin Park Financing Authority San Gabriel River Tax Allocation
Bonds (Refunding and Housing Projects), Series 1998 (the "1998 Authority
Bonds"), and
02038.01
Resolution No. 2017-007
Page 2
(c) A loan agreement, dated as of December 1, 2003, by and among the
Authority, the Former Agency and the Trustee (the "2003 Loan" and, with the
1990 Loan and the 1998 Loan Bonds, the "Former Agency Obligations"),
securing the Authority's Baldwin Park Public Financing Authority Sales Tax and
Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project),
Series 2003 (the "2003 Authority Bonds");
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding
bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Refunding Law") for the
purpose of achieving debt service savings within the parameters set forth in section
34177.5(a)(1) (the "Savings Parameters");
WHEREAS, to determine compliance with the Savings Parameters for purposes
of the issuance by the Successor Agency of its tax allocation refunding bonds (the
"Refunding Bonds"), the Successor Agency has caused its municipal advisor, Harrell &
Company Advisors, LLC (the "Municipal Advisor"), to prepare an analysis of the
potential savings that will accrue to the Successor Agency and to applicable taxing
entities as a result of the use of the proceeds of the Refunding Bonds to repay or refund
all or a portion of the Former Agency Obligations (the "Debt Service Savings Analysis");
WHEREAS, the Debt Service Savings Analysis has demonstrated that a
refunding of the Former Agency Obligations will satisfy the Savings Parameters;
WHEREAS, the Successor Agency desires at this time to authorize the issuance
of its Successor Agency to the Dissolved Community Development Commission of the
City of Baldwin Park Tax Allocation Refunding Bonds, Series 2017, to refund the
Former Agency Obligations (the "Bonds"), pursuant to an indenture of trust (the
"Indenture"), by and between the Successor Agency and the Trustee;
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE BALDWIN PARK
FINANCING AUTHORITY DOES RESOLVE AS FOLLOWS:
SECTION 1. Ap royal of Escrow Agreements.
(a) The form of escrow agreement, by and among the Authority, the Successor
Agency and U.S. Bank National Association, as escrow bank (the "Escrow Bank"),
relating to the defeasance and prepayment of the 1990 Loan and, therefore, the
redemption of the 1990 Authority Bonds (the "1990 Escrow Agreement"), in the form on
file with the Secretary, is hereby approved and the Chair, the Executive Director and the
Treasurer (each, an "Authorized Officer"), each acting alone, are hereby authorized and
directed, for and in the name and on behalf of the Authority, to execute and deliver the
1990 Escrow Agreement in such form together with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by the execution and delivery of
the 1990 Escrow Agreement. The Authority hereby authorizes the delivery and
performance of the 1990 Escrow Agreement.
02038.01
Resolution No. 2017-007
Page 3
(b) The form of escrow agreement, by and among the Authority, the Successor
Agency and the Escrow Bank relating to the defeasance and prepayment of the 1998
Loan and, therefore, the redemption of the 1998 Authority Bonds (the "1998 Escrow
Agreement'), in the form on file with the Secretary, is hereby approved and the
Authorized Officers, each acting alone, are hereby authorized and directed, for and in
the name and on behalf of the Authority, to execute and deliver the 1998 Escrow
Agreement in such form together with such changes therein, deletions therefrom and
additions thereto as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by the execution and delivery of the 1998 Escrow
Agreement. The Authority hereby authorizes the delivery and performance of the 1998
Escrow Agreement.
(c) The form of escrow agreement, by and among the Authority, the Successor
Agency and the Escrow Bank relating to the defeasance and prepayment of the 2003
Loan and, therefore, the redemption of the 2003 Authority Bonds (the "2003 Escrow
Agreement'), in the form on file with the Secretary, is hereby approved and the
Authorized Officers, each acting alone, are hereby authorized and directed, for and in
the name and on behalf of the Authority, to execute and deliver the 2003 Escrow
Agreement in such form together with such changes therein, deletions therefrom and
additions thereto as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by the execution and delivery of the 2003 Escrow
Agreement. The Authority hereby authorizes the delivery and performance of the 2003
Escrow Agreement.
SECTION 2. Official Actions. The Authorized Officers and any and all other
officers of the Authority are hereby authorized and directed, for and in the name and on
behalf of the Authority, to do any and all things and take any and all actions, which they,
or any of them, may deem necessary or advisable. Whenever in this Resolution any
officer of the Authority is directed to execute or countersign any document or take any
action, such execution, countersigning or action may be taken on behalf of such officer
by any person designated by such officer to act on his or her behalf in the case such
officer is absent or unavailable.
SECTION 3. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
SECTION 4. Certification. The Secretary shall certify to the passage and
adoption hereof.
************
N
Resolution No. 2017-007
Page 4
APPROVED AND ADOPTED this 18th day of January 2017.
MANUEL LOZANO
CHAIR
ATTEST:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.
CITY OF BALDWIN PARK
I, ALEJANDRA AVILA, Secretary of the Baldwin Park Financing Authority,
do hereby certify that the foregoing Resolution No. FA 2017-007 introduced and
adopted by the Directors of the Baldwin Park Financing Authority at a regular meeting of
the Baldwin Park Financing Authority held on January 18, 2017, which was approved by
the following vote:
AYES: DIRECTOR:
NOES: DIRECTOR:
ABSENT: DIRECTOR:
ABSTAIN:; DIRECTOR:
ALEJANDRA AVILA
SECRETARY
4
Attat;h,
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 1990 Loan under the
Loan Agreement, dated as of January 1, 1990,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as successor trustee
and the
Refunding of the outstanding
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April J 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as successor trustee with respect to the hereinafter
described 1990 Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of January 1, 1990 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "1990 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 1990 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A (the "1990 Authority Bonds") issued pursuant to
an Indenture of Trust, dated as of January, 1990 (the "1990 Authority Indenture"), between the
Authority and the 1990 Trustee, the proceeds of which 1990 Authority Bonds were used to fund
the 1990 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 1990 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 1990 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 1990 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 1990 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 1990 Loan
and all expenses and costs of the 1990 Trustee;
-1-
WHEREAS, the 1990 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 1990 Authority Bonds by irrevocably depositing with
the 1990 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 1990
Authority Indenture) in such amount as an Independent Accountant (as defined in the 1990
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 1990
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 1990
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 1990 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 1990 Authority Indenture or provision
satisfactory to the 1990 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 1990 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 1990
Authority Indenture) and other funds provided for in the 1990 Authority Indenture and all
other obligations of the 1990 Authority Trustee and the Authority under the 1990 Authority
Indenture with respect to all 1990 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 1990 Authority
Indenture), the obligation of the 1990 Authority Trustee to transfer and exchange the 1990
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 1990 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 1990 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 1990 Loan and, thereby, refund the 1990 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds'), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture"), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
N
Section 1. r'" ppointine t of Escrow Bank. The Authority and the Successor Agency
hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment wwofwwEscrowmmFund. There is hereby created by the Authority and
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 1990 Loan and, thereby, the 1990 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 1990 Authority
Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 1990
Loan and, thereby, the 1990 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 1990 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. Deposit into Escrow Fund;wwInvestment ITofITAmounts.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived from the proceeds of the 2017 Bonds, the sum of $
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund
pursuant to the preceding paragraph in the federal securities described in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
The Successor Agency and the Authority acknowledge that to the extent regulations of
the Comptroller of the Currency or other applicable regulatory entity grant the Successor
Agency and/or the Authority the right to receive brokerage confirmations of security
transactions as they occur, the Successor Agency and the Authority specifically waive receipt of
such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor
Agency periodic cash transaction statements which shall include detail for all investment
transactions made by the Escrow Bank hereunder.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
April 2017, that the Escrowed Federal Securities mature and bear interest payable in such
amounts and at such times as, together with cash on deposit in the Escrow Fund, will be
sufficient to provide for the redemption of the 1990 Authority Bonds in full on the redemption
date and at the redemption price set forth in Exhibit B.
M
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 4. Instructions as leo f?plication of Del
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 1990 Authority Bonds, on August 1,
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit B attached hereto. Following the redemption of
the 1990 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 1990 Authority Bonds or the 1990 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank, in its capacity as 1990 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 1990 Trustee, hereby agrees to give notice of the defeasance of the 1990
Authority Bonds in the form of defeasance notice attached hereto as Exhibit C.
(c) The Escrow Bank, in its capacity as 1990 Trustee is hereby requested, and the Escrow
Bank, as 1990 Trustee, hereby agrees to give notice, as soon as practicable, of the redemption of
the 1990 Authority Bonds on August 1, 2017, in accordance with the applicable provisions of the
1990 Authority Indenture and the form of redemption notice attached hereto as Exhibit D.
Section 5. )1ication of 1'0 Fui,'id.s. Any amounts remaining on deposit in any fund or
account established under the 1990 Authority Indenture and the Loan Agreement, including
any investment earnings received after the date of original delivery of the 2017 Bonds, shall be
transferred by the Escrow Bank to the Successor Agency for deposit in the Redevelopment
Obligation Retirement Fund established under the 2017 Indenture.
Section 6. Al2pli ation of Certain jerms of 1990_utbori!y Indenture. All of the terms of
the 1990 Authority Indenture relating to the making of payments of principal and interest on
the 1990 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 1990 Authority Indenture relating to the limitations from liability
and protections afforded the 1990 Trustee and the resignation and removal of the 1990 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. I jabi(ities and Obligationsof Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
-4-
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas' clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
Section 9. Amendment. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
the owners of one hundred percent (100%) in aggregate principal amount of the 1990 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 1990 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 1990 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 1990 Authority Bonds.
Section 10. ' eyerabilit, . If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrow. Bag k Agcy and AmUthorAny notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 1990 Authority Trustee in
accordance with the provisions of Section 9.12 of the 1990 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 1990 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
Section 12.leer er or Consolid�a'itiop of Escrow Bank. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
1990 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. GovgIning Law. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
-6-
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
N
BALDWIN PARK FINANCING
AUTHORITY
LA
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
Bradley E. Scarbrough
Vice President
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
Type Maturity Coupon Principal Price Cost Accrued Total
...................... — --
miffam
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Scheduled
Sinking Fund
Date Installment
08/01/17 $535,000
Called
Principal
$1,230,000
Redemption Total
Interest Premium Payment
EXHIBIT C
NOTICE OF DEFEASANCE
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
Maturity Date Amount Defeased Interest Rate CUSIP No.
8/12019 $1,765�.... .. _....................
,000 7.75% 058214 BB2
NOTICE IS HEREBY GIVEN, on behalf of the Baldwin Park Financing Authority (the
"Authority") to the owners of the outstanding Baldwin Park Public Financing Authority Revenue (Tax
Allocation) Bonds, 1990 Series A, described above (the "Bonds"), that pursuant to the indenture
authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the
Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an
escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained
pursuant to that certain Escrow Agreement, dated April J 2017, by and among the Authority, the
Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to
have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for
under the Indenture and all other obligations of the Authority to the owners of the Bonds shall hereafter
be limited to the application of moneys in the Escrow Fund for the payment of the principal and interest
with respect to the Bonds as the same become due and payable as described below.
As evidenced by the verification report delivered to the Escrow Bank, the maturing U.S. Treasury
securities, the earnings thereon and the cash on deposit in the Escrow Fund are calculated to provide
sufficient moneys to redeem the outstanding Bonds in full on August 1, 2017 (the "Redemption Date"), at
a redemption price equal to 100% of the principal amount thereof, together with accrued interest to such
date. From and after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be
payable.
Dated;
2017
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Escrow Agreement (A-5384)
U.S. Bank National Association
March 2, 2017
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Baldwin Park Public Financing Authority
Revenue (Tax Allocation) Bonds, 1990 Series A
Dated Maturity Amount Redemption Redemption Interest
Date Date Redeemed Premium Price (1) Rate
1/1/1990 7/1/2019 $1,765,000 $1,765,000 7.75%
(1) Plus accrued interest.
CUSIP No.
058214 BB2
NOTICE is hereby given that the Baldwin Park Financing Authority (the "Authority") has called
for redemption on August 1, 2017 (the "Redemption Date"), the outstanding Baldwin Park Public
Financing Authority Revenue (Tax Allocation) Bonds, 1990 Series A, described above (the 'Bonds"), in
the aggregate principal amount of $1,765,000 at a price equal to 100% of the principal amount thereof,
plus accrued interest to the date fixed for redemption (the "Redemption Price").
Payment of principal will be made upon presentation on and after August 1, 2017, at the
following addresses:
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E.
St Paul, MN 55107
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Neither the Authority nor U.S. Bank National Association, the Trustee, shall be held responsible
for the selection or use of the CUSIP number, nor is any representation made as to its correctness as
shown in this Redemption Notice. It is included solely for convenience of the Owners.
Dated:
2017
Exhibit D
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Am�
-10
Att c h lit 3
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 1998 Loan under the
Loan Agreement, dated as of May 1, 1998,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as trustee
and the
Refunding of the outstanding
Baldwin Park Financing Authority
San Gabriel River Tax Allocation Bonds
(Refunding and Housing Projects), Series 1998
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April J 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as trustee with respect to the hereinafter described 1998
Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of May 1, 1998 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "1998 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 1998 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Financing Authority San
Gabriel River Tax Allocation Bonds (Refunding and Housing Projects), Series 1998 (the "1998
Authority Bonds") issued pursuant to an Indenture of Trust, dated as of May, 1998 (the "1998
Authority Indenture"), between the Authority and the 1998 Trustee, the proceeds of which 1998
Authority Bonds were used to fund the 1998 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 1998 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 1998 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 1998 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 1998 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 1998 Loan
and all expenses and costs of the 1998 Trustee;
WHEREAS, the 1998 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 1998 Authority Bonds by irrevocably depositing with
the 1998 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 1998
Authority Indenture) in such amount as an Independent Accountant (as defined in the 1998
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 1998
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 1998
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 1998 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 1998 Authority Indenture or provision
satisfactory to the 1998 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 1998 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 1998
Authority Indenture) and other funds provided for in the 1998 Authority Indenture and all
other obligations of the 1998 Authority Trustee and the Authority under the 1998 Authority
Indenture with respect to all 1998 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 1998 Authority
Indenture), the obligation of the 1998 Authority Trustee to transfer and exchange the 1998
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 1998 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 1998 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 1998 Loan and, thereby, refund the 1998 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds'), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture"), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
N
Section 1. p11ginti-hent of Escrow BarikLL. The Authority and the Successor Agency
hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority and
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 1998 Loan and, thereby, the 1998 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 1998 Authority
Bonds, said escrow to be designated the 'Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 1998
Loan and, thereby, the 1998 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 1998 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. mD, aos t into Escrow Fund, Investnnent o1 Amounts.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of ww,.
derived as follows:
(i) from the proceeds of the 2017 Bonds, the sum of " ...................................._._.._._,;
(ii) from the funds and accounts held by the 1998 Trustee under the 1998
Authority Indenture, the sum of
(b) The Escrow Bank shall hold all amounts deposited in the Escrow Fund in cash,
uninvested. The moneys held by the Escrow Bank in the Escrow Fund shall be used solely for
the uses and purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
April ___, 2017, that cash on deposit in the Escrow Fund, will be sufficient to provide for the
redemption of the 1998 Authority Bonds in full on the redemption date and at the redemption
price set forth in Exhibit A.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
(e) Any money left on deposit in the Escrow Fund after payment in full of the 1998
Authority Bonds, and the payment of all amounts due to the Escrow Bank hereunder, shall be
paid to the Successor Agency.
M
Section 4. Instructions as l is a tion of,,D.pjstt.
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 1998 Authority Bonds, on
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit A attached hereto. Following the redemption of
the 1998 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 1998 Authority Bonds or the 1998 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank acknowledges that the Successor Agency has heretofore directed
that the Escrow Bank, in its capacity as the 1998 Trustee, to give notice of redemption of the
1998 Authority Bonds in accordance with the provisions of the 1998 Authority Indenture for the
redemption of the 1998 Authority Bonds on 2017.
Section 5. ,ylication of t 99: Binds.
(a) The Escrow Bank, as 1998 Trustee, is hereby directed to transfer to the Escrow Bank
for deposit in the Escrow Fund, from the funds and accounts held by the 1998 Trustee under the
1998 Authority Indenture, the sum of $
(b) Any amounts remaining on deposit in any fund or account established under the
1998 Authority Indenture and the Loan Agreement, including any investment earnings received
after the date of original delivery of the 2017 Bonds, shall be transferred by the Escrow Bank to
the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund
established under the 2017 Indenture.
Section 6.Application of Certain,rerms of 1998 Auor��rit��cle�.�t��rc�. All of the terms of
the 1998 Authority Indenture relating to the making of payments of principal and interest on
the 1998 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 1998 Authority Indenture relating to the limitations from liability
and protections afforded the 1998 Trustee and the resignation and removal of the 1998 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7.gLiri epsation to Escrow _Ba k. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liabilities and Ob 1i zl b its of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
-4-
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
Section 9. Amendment. This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
W
the owners of one hundred percent (100%) in aggregate principal amount of the 1998 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 1998 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 1998 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 1998 Authority Bonds.
Section 10. Seve litti!y. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11. Notice i -A scrow Bangs, 61Tency and AutligjAy. Any notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 1998 Authority Trustee in
accordance with the provisions of Section 9.12 of the 1998 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 1998 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
Section 12. lamer or Consolidation of Escrow Bunk,. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
1998 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed
in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Govet�ni1 Law. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
M
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
-7-
BALDWIN PARK FINANCING
AUTHORITY
By
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
By
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
Bradley E. Scarbrough
Vice President
Date
_/_/17
Scheduled
Sinking Fund
Installment
$650,000
EXHIBIT A
REDEMPTION SCHEDULE
Called Redemption
Principal Interest Premium
----------------
$1,405,000
Exhibit A
Total
Payment
-yetil's lids"
107 E 0 M ELM
IL-MJt L�
ESCROW AGREEMENT
Dated April J 2017
by and among the
BALDWIN PARK FINANCING AUTHORITY
the
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF BALDWIN PARK
and
U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank
Relating to the:
Prepayment of the 2003 Loan under the
Loan Agreement, dated as of December 1, 2003,
by and among the Baldwin Park Public Financing Authority,
the former Community Development Commission of the City of Baldwin Park
and U.S. Bank National Association, as trustee
and the
Refunding of the outstanding
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series 2003
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated April J 2017 (this "Escrow Agreement"), is by
and among the BALDWIN PARK FINANCING AUTHORITY, a joint exercise of powers entity
organized and existing under the laws of the State of California (the "Authority"), the
SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT COMMMISION
OF THE CITY OF BALDWIN PARK, as successor to the former Community Development
Commission of the City of Baldwin Park, a public body corporate and politic, organized and
existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as trustee with respect to the hereinafter described 2003
Authority Bonds and as escrow bank hereunder (the "Escrow Bank").
RECITALS;
WHEREAS, the former Community Development Commission of the City of Baldwin
Park (the "Former Agency"), entered into a Loan Agreement, dated as of December 1, 2003 (the
"Loan Agreement"), by and among the Authority, the Agency and the Escrow Bank, as trustee
(the "2003 Trustee");
WHEREAS, pursuant to the Loan Agreement, the Successor Agency is obligated to
repay the 2003 Loan (as defined in the Loan Agreement) which payments are the source of
revenue to pay the debt service on the Authority's Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series
2003 (the "2003 Authority Bonds") issued pursuant to an Indenture of Trust, dated as of
December, 2003 (the "2003 Authority Indenture"), between the Authority and the 2003 Trustee,
the proceeds of which 2003 Authority Bonds were used to fund the 2003 Loan;
WHEREAS, the Loan Agreement provides that, if the Agency shall pay and discharge
the entire indebtedness on the 2003 Loan (capitalized terms in this paragraph and not otherwise
defined in this Escrow Agreement, being as defined in the Loan Agreement) by irrevocably
depositing with the Trustee or any other fiduciary, in trust, non -callable Federal Securities in
such amount as Bond Counsel or an Independent Accountant shall determine will, together
with the interest to accrue thereon and available moneys then on deposit in the funds and
accounts established pursuant to the Indenture, the 2003 Indenture or the Loan Agreement, as
applicable, be fully sufficient to pay and discharge the indebtedness on the 2003 Loan or such
portion thereof (including all principal, interest and prepayment premiums) at or before
maturity, then at the election of the Agency but only if all other amounts then due and payable
under the Loan Agreement shall have been paid or provision for their payment has been made,
the pledge of and lien upon the Tax Increment Revenues and other funds provided for in the
Loan Agreement and all other obligations of the Trustee, the Authority and the Agency under
the Loan Agreement with respect to 2003 Loan shall cease and terminate, except only the
obligation of the Agency to pay or cause to be paid to the Trustee, from the amounts so
deposited with the Trustee or such other fiduciary, all sums due with respect to the 2003 Loan
and all expenses and costs of the 2003 Trustee;
WHEREAS, the 2003 Authority Indenture provides that if the Authority shall pay and
discharge the entire indebtedness on all 2003 Authority Bonds by irrevocably depositing with
the 2003 Trustee or another fiduciary, in trust, Defeasance Obligations (as defined in the 2003
Authority Indenture) in such amount as an Independent Accountant (as defined in the 2003
Authority Indenture) shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the 2003
Authority Indenture, be fully sufficient to pay and discharge the indebtedness on all 2003
Authority Bonds (including all principal, interest and redemption premiums) at or before
maturity, and if the 2003 Authority Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption is given pursuant to the 2003 Authority Indenture or provision
satisfactory to the 2003 Authority Trustee shall have been made for the giving of such notice,
then, at the election of the Authority, and notwithstanding that any 2003 Authority Bonds shall
not have been surrendered for payment, the pledge of the Revenues (as defined in the 2003
Authority Indenture) and other funds provided for in the 2003 Authority Indenture and all
other obligations of the 2003 Authority Trustee and the Authority under the 2003 Authority
Indenture with respect to all 2003 Authority Bonds shall cease and terminate, except only the
covenants of the Authority with respect to the Code (as defined in the 2003 Authority
Indenture), the obligation of the 2003 Authority Trustee to transfer and exchange the 2003
Authority Bonds thereunder and except the obligation of the Authority to pay or cause to be
paid to the owners of the 2003 Authority Bonds not so surrendered and paid all sums due
thereon and all expenses and costs of the 2003 Authority Trustee;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to pay and
discharge the 2003 Loan and, thereby, refund the 2003 Authority Bonds at this time;
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Dissolved Community
Development Commission of the City of Baldwin Park Tax Allocation Refunding Bonds, Series
2017 (the "2017 Bonds'), pursuant to an Indenture of Trust, dated as of April 1, 2017 (the "2017
Indenture"), by and between the Successor Agency and U.S. Bank National Association, as
trustee (the "2017 Trustee");
WHEREAS, the Authority and the Successor Agency wish to make a deposit with the
Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and trust created herein and to perform the duties and obligations to be undertaken by
it pursuant to this Escrow Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
M
Section 1. Appointillefit of Escrow Bank. The Authority and the Successor Agency
hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and
in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank
hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority and
the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of
the principal of and interest on the 2003 Loan and, thereby, the 2003 Authority Bonds, as
hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of
the Authority and the Successor Agency and for the benefit of the owners of the 2003 Authority
Bonds, said escrow to be designated the "Escrow Fund." All moneys deposited in the Escrow
Fund shall constitute a special fund for the payment of the principal of and interest on the 2003
Loan and, thereby, the 2003 Authority Bonds, in accordance with the provisions of the Loan
Agreement and the 2003 Authority Indenture, respectively. If at any time the Escrow Bank shall
receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any
payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of
such fact and the Successor Agency shall immediately cure such deficiency with any lawfully
available funds of the Successor Agency.
Section 3. De-"oit into Escrow Fund; Invesb.-nent of Amounts.
(a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $
derived as follows:
(i) from the proceeds of the 2017 Bonds, the sum of $
(ii) from the funds and accounts held by the 2003 Trustee under the 2003
Authority Indenture, the sum of $..
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund
pursuant to the preceding paragraph in the federal securities described in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
The Successor Agency and the Authority acknowledge that to the extent regulations of
the Comptroller of the Currency or other applicable regulatory entity grant the Successor
Agency and/or the Authority the right to receive brokerage confirmations of security
transactions as they occur, the Successor Agency and the Authority specifically waive receipt of
such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor
Agency periodic cash transaction statements which shall include detail for all investment
transactions made by the Escrow Bank hereunder.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its cash flow and yield verification report and accompanying schedules (the "Report") dated
-3-
.
April ___, 2017, that the Escrowed Federal Securities mature and bear interest payable in such
amounts and at such times as, together with cash on deposit in the Escrow Fund, will be
sufficient to provide for the redemption of the 2003 Authority Bonds in full on the redemption
date and at the redemption price set forth in Exhibit B.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 4. Instructions as to a ccw;rlic n cry l r it.
(a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by
the Escrow Bank for the sole purpose of redeeming the 2003 Authority Bonds, on August 1,
2017, at a redemption price equal to the principal amount thereof, plus accrued interest to such
date, as more particularly set forth in Exhibit B attached hereto. Following the redemption of
the 2003 Authority Bonds, the Escrow Bank shall transfer any remaining amounts held by it
relating to the 2003 Authority Bonds or the 2003 Loan, to the Successor Agency for deposit in
the Redevelopment Obligation Retirement Fund established under the 2017 Indenture.
(b) The Escrow Bank, in its capacity as 2003 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 2003 Trustee, hereby agrees to give notice of the defeasance of the 2003
Authority Bonds in the form of defeasance notice attached hereto as Exhibit C.
(c) The Escrow Bank, in its capacity as 2003 Trustee is hereby requested, and the Escrow
Bank, as 2003 Trustee, hereby agrees to give notice, as soon as practicable, of the redemption of
the 2003 Authority Bonds on August 1, 2017, in accordance with the applicable provisions of the
2003 Authority Indenture and the form of redemption notice attached hereto as Exhibit D.
_.s
Section 5. A �s ic�itioi� c� OC�3 Funds.
(a) The Escrow Bank, as 2003 Trustee, is hereby directed to transfer to the Escrow Bank
for deposit in the Escrow Fund, from the funds and accounts held by the 2003 Trustee under the
2003 Authority Indenture, the sum of $
(b) Any amounts remaining on deposit in any fund or account established under the
2003 Authority Indenture and the Loan Agreement, including any investment earnings received
after the date of original delivery of the 2017 Bonds, shall be transferred by the Escrow Bank to
the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund
established under the 2017 Indenture.
-4-
.
Section 6. Alit)hc atiog of Certain Terirrs of 2003 , uthol4y All of the terms of
the 2003 Authority Indenture relating to the making of payments of principal and interest on
the 2003 Authority Bonds are incorporated in this Escrow Agreement as if set forth in full
herein. The provisions of the 2003 Authority Indenture relating to the limitations from liability
and protections afforded the 2003 Trustee and the resignation and removal of the 2003 Trustee
are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the
procedure to be followed with respect to any resignation or removal of the Escrow Bank
hereunder.
Section 7. CoiPj2prisaboti to Escro3,r Baiik,. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket
costs such as publication costs, prepayment or redemption expenses, legal fees and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow
Fund be deemed to be available for said purposes.
Section 8. Liat) l tie w, arid Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Agreement unless the Successor Agency shall
have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be
protected in acting upon the written instructions of the Successor Agency or its agents relating
to any matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank and its respective successors, assigns, agents and servants shall not be
held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the
execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the
acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held
hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -
negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals
of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor
Agency and the Authority, and the Escrow Bank assumes no responsibility for the correctness
thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested
moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow
Agreement as to the Successor Agency or the Authority and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Agreement except for
its own negligence, willful misconduct or default, and the duties and obligations of the Escrow
Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow
Bank may consult with counsel, who may or may not be counsel to the Successor Agency or the
Authority, and in reliance upon the written opinion of such counsel shall have full and
complete authorization and protection in respect of any action taken, suffered or omitted by it
in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering, or omitting any action
under this Escrow Agreement, such matter may be deemed to be conclusively established by a
written certification of the Successor Agency or the Authority.
_5..
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents and servants from and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by,
or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by
any other person under any other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Escrow Agreement, the establishment of the
Escrow Fund, the retention of the moneys therein and any payment, transfer or other
application of moneys by the Escrow Bank in accordance with the provisions of this Escrow
Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in
good faith in the conduct of its duties; provided, however, that the Successor Agency shall not
be required to indemnify the Escrow Bank against its own negligence or misconduct. The
indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement
or the resignation or removal of the Escrow Bank.
Section 9.:cn�end.rn �n . This Escrow Agreement may be modified or amended at any
time by a supplemental agreement which shall become effective when the written consents of
the owners of one hundred percent (100%) in aggregate principal amount of the 2003 Authority
Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement, without the consent of any such owners,
but only (a) to add to the covenants and agreements of any party hereto, other covenants to be
observed, or to surrender any right or power herein or therein reserved to the Authority and the
Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision
contained herein, (c) in regard to questions arising hereunder as the parties hereto may deem
necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect
the interests of the owners of the 2003 Authority Bonds or the 2017 Bonds, and that such
amendment will not cause interest on the 2003 Authority Bonds or the 2017 Bonds to become
subject to federal income taxation. In connection with any amendment or modification of this
Escrow Agreement, written notice thereof and copies of the applicable legal documents shall be
provided by the Successor Agency to each rating agency then rating the 2003 Authority Bonds.
Section 10. « v�,�ra b':i.li.ty. If any section, paragraph, sentence, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence clause or provision shall not affect any of
the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrowri. Aancand Aut ority. Any notice to or demand
upon the Escrow Bank may be served and presented, and such demand may be made, at the
Trust Office of the Escrow Bank as specified by the Escrow Bank as 2003 Authority Trustee in
accordance with the provisions of Section 9.12 of the 2003 Authority Indenture. Any notice to or
demand upon the Successor Agency and the Authority, respectively, shall be deemed to have
been sufficiently given or served for all purposes by being mailed by first class mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the 2003 Authority Indenture (or such other address as may have been filed in writing by the
Successor Agency or the Authority with the Escrow Bank).
-6-
Section 12. Mffger_,qr_C(')ns61jdati.on of Escrow Bank. Any company into which the
Escrow Bank 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 to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
2003 Authority Indenture, shall be the successor hereunder to the Escrow Bank without the
execution or filing of any paper or any further act.
Section 13. Ex ecution in Several Counterparts. This Escrow Agreement may be executed
u
in any number of conterparts and each of such counterparts shall for all purposes be deemed
to be an original; and all such counterparts shall together constitute but one and the same
instrument.
Section 14. Gouerrii &jg aw. This Escrow Agreement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed
in California.
IN WITNESS WHEREOF, the BALDWIN PARK FINANCING AUTHORITY has caused
this Escrow Agreement to be signed in its name by its Executive Director and attested to by its
Secretary, the SUCCESSOR AGENCY TO THE DISSOLVED COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF BALDWIN PARK has caused this Escrow Agreement to be
signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Bank, in token of its acceptance of the trust created
hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer
identified below, all as of the day and year first above written.
Attest:
Attest:
Alejandra Avila
Secretary
Alejandra Avila
Secretary
0
BALDWIN PARK FINANCING
AUTHORITY
Shannon Yauchzee
Executive Director
SUCCESSOR AGENCY TO THE
DISSOLVED COMMUNITY
DEVELOPMENT COMMISSION OF THE
CITY OF BALDWIN PARK
By
Shannon Yauchzee
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
Bradley E. Scarbrough
Vice President
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
Type Maturity Coupon Principal Price Cost Accrued Total
Exhibit A
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Scheduled
Sinking Fund Called Redemption
Date Installment Principal Interest Premium
08/01/17 $410,000 $1,870,000
Exhibit B
Total
Payment
EXHIBIT C
NOTICE OF DEFEASANCE
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds
(Puente Merced Redevelopment Project), Series 2003
Maturity Date Amount Defeased
Interest Rate CUSIP No.
8/1/2021 $2,280,000 5.25% 05821L AM1
NOTICE IS HEREBY GIVEN, on behalf of the Baldwin Park Financing Authority (the
"Authority") to the owners of the outstanding Baldwin Park Public Financing Authority Sales Tax and
Tax Allocation Refunding Bonds (Puente Merced Redevelopment Project), Series 2003, described above
(the "Bonds"), that pursuant to the indenture authorizing the issuance of the Bonds (the "Indenture"), the
lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of
cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been
established and is being maintained pursuant to that certain Escrow Agreement, dated April _, 2017, by
and among the Authority, the Successor Agency to the Dissolved Community Development Commission
of the City of Baldwin Park and U.S. Bank National Association, as escrow bank. As a result of such
deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The
pledge of the funds provided for under the Indenture and all other obligations of the Authority to the
owners of the Bonds shall hereafter be limited to the application of moneys in the Escrow Fund for the
payment of the principal and interest with respect to the Bonds as the same become due and payable as
described below.
As evidenced by the verification report delivered to the Escrow Bank, the maturing U.S. Treasury
securities, the earnings thereon and the cash on deposit in the Escrow Fund are calculated to provide
sufficient moneys to redeem the outstanding Bonds in full on August 1, 2017 (the "Redemption Date"), at
a redemption price equal to 100% of the principal amount thereof, together with accrued interest to such
date. From and after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be
payable.
Dated:µ ._...... ...— 1--, 2017 U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
Exhibit C
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Baldwin Park Public Financing Authority
Sales Tax and Tax Allocation Refunding Bonds
(Puente Merced Redevelopment Project), Series 2003
Dated Maturity Amount Redemption Redemption Interest
Date Date Redeemed Premium Price (1) Rate
�. l e. 8/1/2021...e.e _..,$2,280,000 ., ... _ $2,280,000 7.75%.�
(1) Plus accrued interest.
CU_SIP No.
05821L AM1
NOTICE is hereby given that the Baldwin Park Financing Authority (the "Authority") has called
for redemption on August 1, 2017 (the "Redemption Date"), the outstanding Baldwin Park Public
Financing Authority Sales Tax and Tax Allocation Refunding Bonds (Puente Merced Redevelopment
Project), Series 2003, described above (the 'Bonds"), in the aggregate principal amount of $2,280,000 at a
price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption
(the "Redemption Price").
Payment of principal will be made upon presentation on and after August 1, 2017, at the
following addresses:
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E.
St Paul, MN 55107
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Neither the Authority nor U.S. Bank National Association, the Trustee, shall be held responsible
for the selection or use of the CUSIP number, nor is any representation made as to its correctness as
shown in this Redemption Notice. It is included solely for convenience of the Owners.
Dated:
2017
Exhibit D
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank
AGENDA
BALDWIN PARK
HOUSING AUTHORITY
JANUARY 18, 2017
7:00 PM
REGULAR MEETING
COUNCIL CHAMBER
14403 E. PACIFIC AVENUE
BALDWIN PARK, CA 91706
(626) 960-4011
Aw
��
P5
60T"ANNIVERSARY
Manuel Lozano - Chair
Susan Rubio - Vice Chair
Ricardo Pacheco - Board Member
Cruz Baca _ Board Member
Monica Garcia Board Member
PLEASE TURN OFF CELL PHONES AND PAGERS WH/LE MEET/NG /S /N PROCESS
POR FAVOR DEAPAGAR SUS TELEFONOS CELULARES YBEEPERS DURANTE LA JUNTA
PUBLIC COMMENTS
The public is encouraged to address the Housing
Authority on any matter posted on the agenda or on any
other matter within its jurisdiction. If you wish to
address the Board, you may do so during the PUBLIC
COMMUNICATIONS period noted on the agenda. Each
person is allowed three (3) minutes speaking time. A
Spanish speaking interpreter is available for your
convenience.
COMENTARIOS DEL PUBLICO
Se invita al publico a dirigirse a /a Agencia nombrada en esta
agenda, para hablar sobre cualquier asunto publicado en
la agenda o cualquier tema que est6 bajo su jurisdicci6n.
Si usted desea la oportunidad de dirigirse a la Agencia, podra
hacerto durante el periodo de Comentarios del Publico
(Public Communications) anunciado en la agenda. A cada
persona se le permite hablar por fres (3) minutos. Hay un
int6rprete para su conveniencia.
Any written public record relating to an agenda item for an open session of a regular meeting of the Finance Authority
that is distributed to the Housing Authority less than 72 hours prior to that meeting will be available for public
inspection at City Hall in the City Clerk's office at 14403 E. Pacific Avenue, 3rd Floor during normal business hours
(Monday- Thursday, 7:30 a.m. - 6:00 p.m.)
CALL TO ORDER
ROLL CALL
HOUSING AUTHORITY
REGULAR MEETING — 7:00 PM
Board Members: Cruz Baca, Ricardo Pacheco, Monica Garcia
Susan Rubio Vice Chair, and Chair 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 COMMISSION
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 §54954.21
ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL COMIS16N
No se podra tomar acci6n en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o
circunstancia especial. EI cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraci6nes 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]
CONSENT CALENDAR
1. TREASURER'S REPORT — NOVEMBER 2016
Staff recommends that Council receive and file the Treasurer's Report:
ADJOURNMENT
CERTIFICATION
I, Alejandra Avila, Secretary of the Housing Authority hereby certify under penalty of perjury under the laws of the
State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to
the meeting. Dated this 12th day of January, 2017.
Pe �
Alejandra Avila
Secretary
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 via e-
mail at navria;c�rbalr� rrrp rak � aril.
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 ll)
ITEM NO.PA
"►
STAFF REPO"
r� TO: Honorable Mayor and City Councilmembers
o
r w�W o F
FROM: Rose Tam, Director of Finance
f r
u
SA
cB EDATE: January 18, 2016
;"X
r�ih
SUBJECT: TREASURER'S REPORT - NOVEMBER 2016
SUMMARY
Attached is the Treasurer's Report for the month of November 2016. The Treasurer's Report lists
all cash for the City (which includes the Baldwin Park Financing Authority), the Housing
Authority, and the Successor Agency to the Community Development Commission (CDC). All
investments are in compliance with the City's Investment Policy and the California Government
Code.
FISCAL IMPACT
None
LEGAL REVIEW
None required.
RECOMMENDATION
Staff recommends that Council receive and file the Treasurer's Report for November 2016.
BACKGROUND
The City's Investment Policy requires the Treasurer's Report be submitted to the Mayor and City
Council on a monthly basis.
INVESTMENT
State of California Local
Agency Investment Fund
City
Housing Authority
Certificate of Deposit
Capital One Bank USA NATL ASSN
Wells Fargo Bank NA SIOUX Falls
JP Morgan Chase Bank NA Columbus
Ally Bank Midvale CTF DEP ACT1365
CITY OF BALDWIN PARK
TREASURER'S REPORT
11/30/2016
INTEREST PURCHASE MATURITY
RATE DATE DATE
0.68% Varies
0.68% Varies
1.15% 9/1412016
1.15% 9/14/2016
1.15% 9/16/2016
1.15% 9/17/2016
Fiscal Agent Funds - City Varies Varies
Fiscal Agent Funds - Successor Agency Varies Varies
Varies
Varies
911412018
9114/2018
9/16/2018
9/1712018
Varies
Varies
PAR
CURRENT
BOOK
MARKET
VALUE
PRINCIPAL
VALUE
VALUE
$ 16,266,837.49 $
15,266,837.49 $
15,266,837.49
$ 15,266,837.49
13,148.90
13,148.90
13,148.90
13,148.90
_...... 16,279,986.39. _._.._.._._.......
15,279,986.39
15,279,986.39
16, 279,986.39
246,000.00
245,000.00
245,000.00
244,683.95
245,000.00
245,000.00
245,000.00
244,728.05
245,000.00
245,000.00
245,000.00
244,723.15
245,000.00
245,000.00
245,000.00
244,674.15
.....
980,000.00
980,000.00 _
980,000.00
978,809.30
2,514,299.75
2,514,299.75
2,514,299.75
2,514,299.75
2,936,972.42
2,936,972.42
2,936,972.42
2,936,972.42
_
$ 21711,258.56 $
21,711258.56
............
5,451,272.17 $
_21,710,067.86
Total Investments
$
21,711,258.56
Cash
CItyCheck Ing
2,946,633.09
Money Market Plus
9,010,421.85
City Miscellaneous Cash
48,328.91
Successor Agency
198,178.52
Housing Authority
118,368.30
Financing Authority
0.00
Investment Brokerage
339.03
Total Cash
12,322,269.70
Total Cash and Investments
$
34,033,528=26
Schedule of Cash and Investments Includes all financial assets as included in the Comprehensive Annual Financial Report.
There was no investment maturity/purchase transaction made for the month of November 2016 and several deposits/withdrawals were
made with the Local Agency Investment Fund.
In compliance with the California Government Code Section 53646 at seq., I hereby certify that sufficient Investment
liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months
that all Investments are In compliance to the City's Statement of Investment Policy.
Approved by:
w
Rose Tam
Director of Finance