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SR-203-002 (4) \. . . 13050-05 2 01- ~G%OOG," Z3C99 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITIES OF DELANO, FONTANA. SANTA MONICA AND THOUSAND OAKS to the CALIFORNIA CITIES FINANCING CORPORATION SCHEDULE OF TRANSCRIPT DOCUMENTS A BASE LEGAL DOCUMENTS 1 California Cities Financing Corporation ("CorporatIon") ResolutIon No 85- 10, "A Resolution ApprOVing, Authorlzmg and Directing Execution of Certain Lease Flnancmg Documents and Dlrectmg Certain Actions with Respect Thereto", adopted December 9, 1985 2 City of Delano (" Delano") Resolution No 1985-129, "A Resolution Approvmg, Authorizing and Directing Execution of Certam Lease FinanCing Document~, Authorizing and Directing Execution of Purchase Agreement, Approvmg a Prellmmary OffiCial Statement and Authorlzmg and Directing Certain Actions with Respect Thereto", adopted December 2, 1985 3 City of Fontana ("Fontana") Resolutlop No 85-235, "A Resolution ApprOVing, Authorlzmg and Dlrectmg Execution of Certam Lease Fmancmg Documents, Authorlzmg and Directing Execution of Purchase Agreement. Approvmg a Preliminary OffiCial Statement and Authorizing and Directing Certam Actions with Respect Thereto". adopted December 3. '1985 4 City of Santa Monica ("Santa MOnica") Resotutlon No 7122(CCS), "A Resolution Approving. Authorizing and Dlrectmg Execution of Certain Lease Fmanclng Documents, Authonzlng and Directing Execution of Purchase Agreement, Approvmg a Preliminary OffiCial Statement and Authorizing and Directing Certam Actions with Respect Thereto", adopted December 26, 1985 5 CIty of Thousand Oaks ("Thousand Oaks") Resolution No 85-240, "A Resolution of the City of Thousand Oaks Authorizing the Issuance of Bonds for the Purpose of Flnancmg the AcqUISition and Construction of Commumty FacilItIes by the ConeJo Valley Chamber of Commerce and Provldmg Other . . . Matters Properly Relating Thereto (Community Information Center ProJect), adopted September 24, 1985 6 Proof of Publication of Notice of (TEFRA) Public Heanng held by Thousand Oaks 7 Thousand Oaks Resolution No 85-316, "Resolution of the City CounCil of the City of Thousand Oaks Relatmg to the Execution of a Lease Agreement Provldmg for the ConstructIon of a Chamber of Commerce FacIlity and Relatmg to a Public Heanng m Connection Therewith", adopted December 26, 1985 8 Thousand Oaks ResolutIon No 85-292, "A Resolution Approving, Authorlzmg and Directing ExecutIon of Certam Lease Financmg Documents, AuthOrlzmg and Directing Execution of Purchase Agreement, Approvmg a Prellmmary Official Statement and AuthOriZing and Directing Certain Actions With Respect Thereto", adopted December 3, 1985 9 Certificate of MaIling Report of Proposed Debt Issuance, together With Report 10 Prellmmary Official Statement 11 Certificate Purchase Agreement, by and among Merrill Lynch Capital Markets and Stone & Youngberg (collectively, the "Underwriters"), Delano, Fontana, Santa MOnica and Thousand Oaks, as acknowledged by First Interstate Bank of California ("Trustee") and approved by the Corporation 12 Trust Agreement, dated as of November 1, 1985 (the "Trust Agreement"), by and among' the Trustee, the Corporation and the Cities of Delano, Fontana, Santa Momca and Thousand Oaks 13 Lease Agreement. by and between the Corporation and Delano 14 Lease Agreement. by and between Corporation and Fontana 15 Lease Agreement, by and between Corporation and Santa Monica 16 Lease Agreement, by and between Corporation and Thousand Oaks (recorded) See Index Tab l11 for Amended and Restated Lease Agreement. 17 Site Lease, by and between the Corporation and Thousand Oaks (recorded) See Index Tab L 10 for Amended and Restated Site Lease. 18 ASSIgnment Agreement. by and between the CorporatIon and the Trustee (recorded) 19 Fmal OffiCial Statement -2. . . . 20 Certificate of Mailing Report of Final Sale, together with Report B USF&G CLOSING DOCUMENTS 1 Commitment ("Commitment") for FinanCIal Guaranty Bond from Umted States Fidelity and Guaranty Company ("USF&G") 2 FinancIal Guaranty Bond Issued by USF&G 3 Opinion of General Counsel to USF&G, pursuant to Section 6(d)(13) of the Purchase Agreement, as to validIty and enforceability of the Financial Guaranty Bond 4 Power of Attorney, pursuant to Exhibit C of Commitment C CORPORATION CLOSING DOCUMENTS 1 Certificate of Status - Domestic Corporation, Issued by the CalIfornia Secretary of State 2 Certificate Regarding Effectlveness of Articles of Incorporation, together wIth Articles of Incorporation and any and all amendments thereto as filed wIth and certifIed by the California Secretary of State, pursuant to Section 6(d)(12) of Purchase Agreement 3 Certificate Regarding EffectIveness of Bylaws. together with Bylaws and any and all al1)endments thereto, pursuant to Section 6(d)(12) of Purchase Agreement 4 Signature Certificate of Corporation 5 Officer's Certificate pursuant to Section 6(d)(7) of Purchase Agreement 6 Certificate Requesting DIsbursements from Costs of Issuance Account pursuant to Section 304 of the Trust Agreement 7 Opinion of McDonough, Holland & Allen, Counsel to the Corporation. pursuant to Section 6(d)(14) of the Purchase Agreement and Exhibit C of Commitment o DELANO CLOSING DOCUMENTS 1 Incumbency and Signature Certificate 2 Officer's Certificate pertaining to effectiveness of resolutions and documents and reaffirmation of representations and warranties -3- . . . 3 Certificate of CIty Attorney pertalnmg to no litigation pursuant to Section 6(d)(5) of the Purchase Agreement 4 Certificate of Finance Director pertaining to the Official Statement pursuant to Section 6(d)(6) of the Purchase Agreement 5 Agreement Concernmg FInanCIal Statements, pursuant to CommItment 6 Certificate as to Arbitrage 7 Certificate of Essential Use 8 EVidence of, or commItment to provide, Insurance pusuant to Section 503 - 505 of the Lease Agreement and m the form required pursuant to Article V of the Lease Agreement and Exhibit 0(10) to Commitment, together with letter of msurance representative stating that such reqUirements have been met 9 OpInion of City Attorney pursuant to Section 6(d)(2) of the Purchase Agreement and Exhibit C to Commitment E FONTANA CLOSING DOCUMENTS 1 Incumbency and Signature Certificate 2 Officer's Certlflcate pertamlng to effectiveness of resolutions and documents and reaffirmation of representations and warranties 3 CertifIcate of City Attorney pertalnmg to no litigation pursuant to Section 6(d)(5) of th'e Purchase Agreement 4 Certificate of Fmance Director pertalnmg to the OffiCIal Statement pursuant to Section 6(d)(6) of the Purchase Agreement 5 Agreement Concernmg FmanClal Statements, pursuant to Commitment 6 CertifIcate as to Arbitrage 7 Certificate of Essential Use 8 EVidence of, or commitment to provide, IOsurance pusuant to Section 503 - 505 of the Lease Agreement and in the form reqUired pursuant to Article V of the Lease Agreement and Exhibit 0(10) to Commitment, together with letter of Insurance representative stating that such reqUirements have been met 9 Opinion of City Attorney pursuant to Section 6(d)(2) of the Purchase Agreement and ExhIbit C to Commitment .4- . . . F SANTA MONICA CLOSING DOCUMENTS 1 Incumbency and Signature Certificate 2 Officer's CertIficate pertaining to effectiveness of resolutrons and documents and reaffirmation of representations and warranties 3 Certificate of City Attorney pertaining to no litigation pursuant to Section 6(d)(5) of the Purchase Agreement 4 Certificate of Finance Director pertaining to the Official Statement pursuant to Section 6(d)(6) of the Purchase Agreement 5 Agreement Concerning FinanCial Statements, pursuant to Commitment 6 Certificate as to Arbitrage 7 Certificate of Essential Use 8 Letter of Santa MonIca pertaining to Insurance reqUired pusuant to Section 503 - 505 of the Lease Agreement and In the form required pursuant to Article V of the Lease Agreement and Exhibit D(10) to Commitment, together With letter of Insurance representative stating that such reqUIrements have been met 9 Opinion of CIty Attorney pursuant to Section 6(d)(2) of the Purchase Agreement and Exhibit C to Commitment G THOUSAND OAKS CLOSING DOCUMENTS 1 Incumbency and Signature Certificate 2 Officer's Certificate pertaining to effectiveness of resolutions and documents and reaffIrmation of representations and warranties 3 Certificate of City Attorney pertaining to no litigation pursuant to Section 6{d)(5) of the Purchase Agreement 4 Certificate of Fmance Director pertaining to the Official Statement pursuant to SectIon 6(d){6) of the Purchase Agreement 5 Agreement Concerning Financial Statements. pursuant to Commitment 6 Certificate as to Arbitrage 7 Certificate of Essential Use 8 EVidence of, or commitment to prOVide, Insurance pusuant to Section 503 - 505 of the Lease Agreement and In the form reqUired pursuant to Article V of 5- . . . the Lease Agreement and ExhibIt 0(10) to Commitment, together with letter of msurance representative stating that such reqUirements have been met 9 Opmlon of City Attorney pursuant to Section 6(d)(2) of the Purchase Agreement and Exhibit C to Commitment 10 Certificate Regarding Use of Proceeds, together with accountant's letter pertaining thereto 11 Certificate of Mailing Information Return Form 8038, together with Form 8038 12 Certificate Relatmg to Assignment of Pnvate ActiVity Bond Limit Allocation 13 Recordation Instructions to First Amencan TItle Insurance Company 14 Report of Action Taken With respect to pnvate activity bonds, together With Certificate of Mailing same 15 Title Insurance Policy H TRUSTEE CLOSING DOCUMENTS 1 Authentication and Incumbency Certificate, together With general slgnmg/authorlzmg resolutIon, pursuant to Section 6(d)(10) of the Purchase Agreement 2 Trustee's Receipt of Funds 3 Opinion of. MacDonald, Halsted & Laybourne, Counsel to the Trustee, pursuant to SectIon 6(d)(3) of the Purchase Agreement and Exhibit G of Commitment UNDERWRITERS CLOSING DOCUMENTS 1 EVIdence of "MA" rating by Standard & Poor's Corporation, pursuant to Section 6(d)(17) of the Purchase Agreement 2 Receipt of Temporary Certificates of Participation 3 SpecImen Temporary CertIficate of PartIcipatIon 4 Certificates of Underwnters regardmg Reserve Fund 5 Prellmmary Blue Sky Survey prepared by Buchalter, Nemer, Fields, Chrystle & Younger, A ProfessIonal Corporation, pursuant to Section 6(d)(16) of the Purchase Agreement .6. . 6. Opmion of Buchalter.- Nemer, Fields, Chrystie & Younger, A Professional Corporation, counsel to Underwnters, pursuant to Section 6(d)(4) of the Purchase Contract 7. Reliance Letter to USF&G pursuant Exhibit C of Commitment J. SPECIAL COUNSEL CLOSING DOCUMENTS 1. FlOal Approvmg Legal Opinion of Jones Hall Hill & White, A ProfessIOnal Law Corporation, pursuant to Section 6(d)(1) of the Purchase Agreement 2 Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation, pursuant to Section 6(d)(1) of the Purchase Contract 3 Reliance Letter to the Trustee Regarding Final Approvmg Legal Opinion and Supplemental Opinion of Jones Hall HIli & White, A Professional Law Corporation 4. Reliance Letter to USF&G Regarding Final Approving legal Opimon and Supplemental Opinion of Jones Hall Hill & White, A Professional Law Corporation, pursuant to ExhibIt C of Commitment . K POST-CLOSING DOCUMENTS 1. Trustee Certificate of Cancellation of Temporary Certificates of PartiCipatIon 2 Receipt of Definitive Cerbficates of PartiCipation in Exchange for Temporary Certificates of Participation 3. Specimen Defmitlve Certificates of Parbcipatlon L THOUSAND OAKS PROJECT SUBSTITUTION DOCUMENTS . ,. Thousand Oaks Resolution No. 87-279, "A Resolution Requesting Approval by the Thousand Oaks Civic Center Authority of a Site lease Between the City of Thousand Oaks and the California CllIes Financing Corporation Relating to a Portion of the Site Which is the Subject of That Certam Library Project Lease, Dated as of February 1. 1981, Between the Authority and the City and Authorizmg and Directing Certain Actions With Respect Thereto", adopted November 24, 1987. Thousand Oaks Civic Center Authority ("Civic Center Authority") Resolution No 87-35, "A Resolution Approvmg a Site Lease Between the City of Thousand Oaks and the California Cities Financing Corporation Relating to a Portion of the Site Which IS the Subject of that Certain Library Project Lease, Dated As Of February '. 1981, Between the Thousand Oaks Civic Center 2. -7- . . . Authonty and the City and Authorizing and Directing Certain Actions With Respect Thereto", adopted November 24. 1987 3 Consent of Thousand Oaks CIVIC Center Authority Regarding Sublease Affecting That Certain Library Project Lease, Dated As Of February 1, 1981 4 Consent of Umted States Fidelity & Guaranty Company RegardIng Amendment and Restatement of That Certam Lease Agreement. Dated As Of December 1, 1985, As Amended As Of October 1, 1986, Between the California Cities FinanCing Corporation and the City of Thousand Oaks 5 Consent of First Interstate Bank of Callf90rnla Regardmg Amendment and Restatement of That Certam Lease Agreement, Dated As Of December 1. 1985. As Amended As Of October 1, 1986, Between the California CitIes FinanCing Corporation and the City of Thousand Oaks, together with Letter of Trustee, dated January 27, 1988, regardmg funds established under Trust Agreement 6 Thousand Oaks Resolution No 87.280, "A Resolution ApprOVing, Authorlzmg and Dlrectmg ExecutIon of a Site Lease Termination Agreement, a Lease Termmatlon Agreement, and Amended and Restated Lease Agreement, Each Between the California Cities Flnancmg Corporation and The City, and Authorizing and Dlrectmg Certain Actions With Respect Thereto", adopted November 24. 1987 7 CCFC ResolutIon No 88-1, lOA Resolution of the California CItIes Fmancmg Corporation ApprOVing, Authorlzmg and Directing Execution of a Site Lease Termmatlon Agreement. A Lease Termmatlon Agreement. An Amended and Restated Site Lease and An Amended and Restated Lease Agreement, Each BetWeen the CorporatIon and the City of Thousand Oaks, And Authorlzmg And Dlrectmg Certam Actions With Respect Thereto". adopted February 5, 1988 8 Site Lease TerminatIon Agreement, dated as of November 1, 1987. by and between Thousand Oaks and Corporation (recorded) 9 Lease Termmatlon Agreement, dated as of November 1, 1987, by and between Corporation and City (recorded) 10 Site Lease, dated as of December 1, 1985, Amended and Restated as of November 1, 1987, by and between Thousand Oaks and Corporation (recorded) 11 Lease Agreement, dated as of December 1, 1985, Amended as of October 1, 1986, Amended and Restated as of November 1, 1987, by and between Corporation and Thousand Oaks (recorded) 12 AL TA Owner's Polley of Title Insurance Issued by First Amencan TItle Insurance Company -8 . ;. f ~ , " ~ ti " ~ ~ . ~ i , ~" .~-~.,i,~.~l t.- '--" y~ J /: ' ; >J! ~ -{~~."-:~fl: i -- ~ ~ ~.:A!r ~ ~.:;-'" f:~l- \. ...... 1 JIir.", , St'at~~ ~ ~ CO~I,t · --0 ifornl~ -..~r-'___ ..-. ...-----~- .... ~ ~:~~~- CERTE~~( .Ti:. Of S1.^'. fL.S DO\IES~F CURfOE -\ TIO:-: - \~ ..~(}i r'-~I-"'",,~ EL~ St'---r'et{.i....~iQfSt:1 !~LJr/~eSta~fC_fCl.i.!l]'"_~-yro.~ " , 17'.,..~'~.: .:crt~. ~ Ti 24th , 1 0 g~_ Augus~ da:! nf , T .fl r~ CALIFORNIA CITIES ?I~ANCING COR?ORATION I . . "_ ~ 1 '. . I 1 .....1, T ~ l' r J -II t}( ~ .' .... _J) p( . L.i. ':..:."'... .~" t L ~ _ i- I it. I i..i Io.A.. _ "oJ; L,: :t [I I ~!' ...... t;, ~ .)t.J.:!..~t.- a!iC -~ "I ~ ) (" I · ~tc. - ~.f Cti ZJC/r;; '^--- O~ lu~rLg ~t ~ _-ir~l(JeS .~ . J ~. -11. ~ r;!"l. ~u.~'; \.1L.)).'...-I~; J ar'Q r.f _- ....t. :~~_--. ~.J-!::" u.f~ di.....,........-' ~L~"'-L ;Jf -'~ ~ i _"......,:. ( .r t . f _ . J:- _ ... r ~ _ y_ _ ,. r. ._T J.- ~ T r II t '-t- _...;; 1 L L. 0 C 17 ~E" r.5 t . uT {... C' I . ~ =..... ,U _ I...... 1. :..... !..:. '_ I r . j ., . p( ?i.f..J:"t c.' l~" I ;. ~\~t -,:( T.lr '-.. hr1' ,:(,""':r.-~/:t~~'r: S corptj:Q1t pru..(''':~ r1gJ..~t5 and prn zlegl!-s are no~ ~l-l-~r(nC (} ._:::..'- .~, rt.cr;rl~'... .,'F rJus '?ff~cf'~ and Ti. . [;'rOTdrr S tn the recorj~ oj ~~lS offlet:. th. sad corporatlOn is cu"wnzec: tc- et"t '- n'. t: 11 -f - ~fYrorc.'c p0<~ frs. Tights and pnuleges and is m good Ie 611 r sl(, >idliif!. IF -he 51 (. .. of Ca!lfornw and Tlul' no i11forrnatlOn IS avatlablr iT< th~s office on thE ftnanc~.ul condltiDlj hu.s111CS- Qf. fluty UT practices of this corporatlOn 1\ "IT\E.".... H HERre'F I (\( (uir -Ii" (ntif1Cak Utid affl\ tli!' Gli(jl "c.d rJt ail ::-tt,', r;f (u/'t'U'IWi 'j~" 30t;" du;; (ff December, 1985 ~ , I... ......., , -;;:::~. {.c l . r ! I. r, . I. : ~ _/ 1_/ A .... \,,- -....-f.......J l L.".-t.. ~ .----.....-...- , , s..::~ .s--..:.-=:;;;::o~",":::~' -2 F<E 282 ....::--- -E:-.."',,:-;,- - -~ ~;r;sr- ~~.......-- _ ---- ... .---.. .---- - ~....----~~--.......~- , i ~ ~ r I f r: f':- ... ". k J I ~ r ;, ~ t It f _ ~.1 . State C8fifornia OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF STATUS DOMESTIC CORPORATION I. MARCH FONG EU, Secretary of State of the State of Cal1forma, hereby certIfy That on the day of Auaust ,19 114 , 24th CALIFORNIA CITIES FINANrTNc, rORPORATION became mcorporated under the laws of the State of Cahforma by fdmg Its ArtiCles of In- corporatzon In thIS offIce, and That no record eXIsts m thIS office of a certIfiCate of dlssolutlOn of saId corporatIOn nor of a court order declanng dlssolutlOn thereof, nor of a merger or consoltdatzon u..,hICh ter- mmated ItS eXIstence, and That >aId corporatwn' s corporate pouers, rtghts and prtvtleges are not suspended on the records of tIns offIce, and That accordmg to the records of thIS offiCe, the sald corporatton IS authorized to exe~- Clk all itS corporate powers, nghts and prttnleges and tS in good legal standmg m the StatL of CaT/forma, and That no mformatlOn IS avatlable tn thIS offIce on the fmancwl condztwn. lrdSinL'SS ac- tlt'lty or practlces of thIS corporatIOn IS \\TIT~TSS \\'HEREOF. I CU'nltc t}m certifIcate and aHa the Great Sw! of the State of Callfornl(! tlm 24th dayaf December, 1985 Vtta"lc0, ~V-ffi k t l St'CTf'fur1J ~)f "'!Cri SE;:C/STATI:;FoROWIC~-' ~21'C1EV '2-62' . . . 12/22/85 JHHW:8DQ:GFB Z3086 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REGARDING EFFECTIVENESS OF ARTICLES OF INCORPORATION The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Secretary of the California Cities Financing Corporation, a California nonprofit pUblic benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that the Corporation's Articles of Incorporation attached hereto, together with any and al' amendments thereto, as filed with and certified by the Secretary of State of the State of California, remain in full force and effect as of the date hereof and have not been amended, modified or rescinded in any way; and (iii) that all required filings have been made with the Secretary of State of the State of California and the Corporation is in good standing in said State. Dated: December 30, 1985 CALIFORNIA CITIES FINANCING CORPORATION By ~1Kr/A.-,,~ Secretary . -- _ _""-=:IL......-,.... ..... _" -- .....-" fiPiiil . ~iSt~e -;At, ! California \ rr- . OFFICE OF THE SECRETARY OF STATE" t MARCH FONG ED, Secretarv of State of the State .. of California, hereby certify: That the annexed transcript \vas prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. IN 'VITNESS '.\THEREOF, I execute this certIficate and affix the Great Seal of the State of California thIs DEe 24;985 liWM(.~ ~ ~ Secretary of Stale SEe/STATE =:'OFi:p.I CE 108 I REV 47e' ~- - - Jo ... ..:: i ~,~.-,- ,. !IIIIl :-~~... ... _.;:~ ~l1.;'........ ,.; , "L~~_4 ~~ - ~..\\. ~~_ '>r-. ,r : ~ ~-{' . ~ t ):n ~ t~ -; ~ )C'"IC{ ..... - .. 12115D63 ".,.. ..=-:... 'Ii-E.D · -AC""": ~ 248M' . MTJa.B ,. lIaiIIJoMnOl CN.I.-nA ~ITIE5' nlllMEl- ~.,. I. n. _ fJI "'ts ON-.tt. t. .. Cl1tfanta att..' Ft--'.. 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"" ........ ....~. 4- ..". ~~6'~..., ...........-. :."';..;'. ~ ;:\./. -t~;_.i"~.)iWlii'~("",,, :......'>~,<h1!,~r.. """- f VI. 10 1_ltARI.' Plrt of tItI ICttwttln III ~t, ecw,or.tt. ....11 ~tst of ClfT"" Oft ..Q......., or otMRtte l~tI, to ',,".ene. l",,'att.. ... .. ClDrJIDrattoa "'11 tIDt ...rttet.... or .tetu.. 'III ., 1I01tttcal ~t.. Ctncl.'", the pubU""... or d'ltrtlut'. fII stat_nts> _ ....., of ...., C...tdatl for poUttca1 ort'tc.. ., . VII. (A> o.rtll tM QlIIttl~ ., tltl. CDrpaI"ltt_. It ., 4tstrttIItU ,., of tts a"lts to the elttts. If,.. II' rea_ .. tUt.. ar. "1. " unwi11'..., to ICCItt tItI ..sets tit .. ,*...lttCllt. sa" IsNt. Win .. clhtr'butM to tM ~ttecl Statu fJII ....ica. tile State of Ca1tforall. or ..., pol uteal s"".'~tOlt tIIIr_. to a ..,.-ottt ~. fa....tt. or c:GI ~ttat _Iell Is ......t... ..... ......... ..1.,,,1, tar dllrtbtl. or lOC'al .lfan ""1'011 .. tIII'e" III' lltalll'..... It. .-en_t stabS ....... SIct1o. SOHc)(3) or 5OUc)(4) of _ ........1 ..".. CallI fJIf 1154, as ..ndI.. (b) Upon tilt 'tstolutlolt ., "'.'" " fJI tltls eor,arattOft. Its usets ~'ftt... after ,.,..t "" " fI'Ol'tlt~ ... tor .. ,.,... 01, all tints lad "_ntt... of tlth arr,aratlGl. ....11 .. ".tr11l1fbd to tM C1tt". It tor p, 'lft1Olt * Ctt'" an ..... .,' ...11 '" to KCeltt .. &Sun of 1M Corporlt'OII. sal. ....ts will tit ".tr...... to ... U11lt1d States f# ..rlCI. the State of CA1 !tora',. or ., ..-Uttcal ...,.tston u..nor. or to I nonprofit funcl. fouMattOll " awtJDI'&tt. .'eII Is .....,.. ... ~hd uclush'l, for dIIrttlltlt .. .,.. .,,.... ........' .... ""cta 8S lltablhlltd Its ta.........t stahl ...... IICttfll toUt)()) or SOHe)(4) of tM later..' ...... COde of 1154. as _F*'. . J>o ~ , - , J _.~ ..,;:;'- ...- II MInas ...... tilt ....,..t.... 1M'" ... ,.."...tt. of tal's tDJparat'Oft, ..., ntCIttd tbtSl Arttel" fII J.......t... ... ZftII la, of _st. 1114. 1 I f J J i t , 1 Mmy decla" tMt I _ tM ,.rlOft ... ...._ till "'1901"9 ArtI<I.. rJ1 Ift_ItI.., "'1" _I.. Is .. Id .~ tJt(lT . _- I I 4 -, --.;t. ~ ~-~~ . t ~ j ;6. ~ CALIFORNIA CI1'TES FINANCING CORPOMTTON 0414Z ~2m59 ......JJ:~~ .......,~... APR 2 4 1985 IC:..,. "~~'~.4 /z:Frd~J CERTIFICATE Of AM(NDMENT Of ARTICLES or INCORPClAATZOII Of CALIFORNiA CITIES' fINANCING DorSII 8 Nrl9ht .nd OInl.l 8 Kirrtson c.rt,fy thit: ,. Th.y an th. 'ruteS.nt Ind the S.cretary. rt~cth",. of the ~JJ_'9rnSI _Cl1!!l'-Lt!!..,!)~JnQ Corl2rltton. I ClUforn,. nonprofit corporat'on (the -COrporttlonM) 2. Th' foJlow'"g ..ndlltnt to th, "Uel.s of 'ncoroor.tlon hu lM.n .pprovt4 by the SolteS of Olr.ctors: Artltl. J of the ArUcl.s of Jncorpont'on of the Corpoutlon h ...nded to r..d .s follows: -Th. n... of tilts CorporU'on h tb. California Clt'es f)n.ne'"9 Coroordton.- 3. Tile Corporatlon has no ""5. ~u~w.:--, Oanl'l 8 Hlrrlson: Secretlry '1ERlFICATlOl Each of the unOtrstgned MelITIS laM,r penalty of D.rjury that the st.t_nts contaln.d In tilt 'oe90l", ,.rUf'"t. ar, trH .nd correct 0' his own kno.led,e. .neS th.t this dtd.ntton ..s tlecuted on AprU 19. 1985. .t s.cr..-nto. Clllforn'l ~ '/./ ooc111 8. Mrltht. ~Iftnt ~~ Dant,l I~ Harrt\Gn, s.trttlrl . . . 12/22/85 JHHW:BOQ:GFB Z3087 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REGARDING EFFECTIVENESS OF BYLAWS The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Secretary of the California Cities Financing Corporation, a California nonprofit public benefit corporation duly organized and existing under the laws of the State of Cal ifornia (the "Corporation"), and as such, is faroil far with the facts herein certified and is authorized and qualified to certify the same; (ii) that attached hereto is a true and correct copy of the Corporation's Bylaws, together with all amendments thereto, duly adopted by the Board of Directors of the Corporation; and (iif) that the attached Bylaws, and any and all amendments thereto, remain in full force and effect as of the date hereof and have not been amended, modified or rescinded in any way. Dated: December 30, 1985 CALIFORNIA CITIES FINANCING CORPORATION By Lfi~{/H}~ Secretary . . . ~} 1731M BY -lAr~S OF CALIFORNIA CITIES' FINANCING CORPORATION ARTICLE I Offices and Seal Section 1. Offices. The principal office of the Corporation for the transactlon of buslness shall be 1400 K Street. Sacramento. Californla. The Board of Directors may. however, fix and change from time to time the prlncipal office from one location to another by notlng the change of address in the ml nutes of the meetl ng of the Board of Oi rectors at whi ch the address was fixed or changed The fixing or changing of such address shall not be deemed an amendment to these By-laws. Section 2. Seal. The Corporation sha 11 have a sea 1. cons i sti ng of two (2) concentnc circles with the words "California Cities' Financing Corporation". wlth the date of incorporation of this Corporatlon. ARTICLE II Directors Secti on 1. Powers Sub] ect to the 11 ml ta tl ons of the Artl c 1 es of Incorporatlon of this Corporatlon. the terms of these By-laws. and the laws of the State of California. the powers of thlS Corporatlon shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of Directors. Section 2. Number The Corporation shall have eleven (11) 01rectors or such other number as the Board may determine from time to time. Olrectors are collectively to be known as the Board of Directors. The number of Directors may be changed by a By-law or amendment thereof duly adopted by the Board of Dlrectors. Section 3. Selectlon, Tenure of Office and Vacancies. The incorporatlOn of the Corporatlon shall select the onginal Directors for the Corporati on Four Dlrectors se 1 ected at such meeti ng. determl ned by lot. shall be deemed to have been selected for three-year terms; four other Directors. also determlned by lot. shall be deemed to have been selected for two-year terms; and the remaining three Directors shall be deemed to have been selected for one-year terms. Each Director shall hold office until the . . . expirat10n of the term for which selected and shall serve untl1 the elect10n of hlS or her successor Successor Directors shall be elected for three-year terms by the Board of Directors of the Corporatlon at their annual meet1ng at or about the tlme of the eXplratlon of the term of office of the predecessor Directors The Board shall make every effort to retaln the broad based, multl-disClplinary characteristic of 1tS origl~al Board and towards that end, should attempt to retaln a Board composed of persons quallfYlng for the followlng categorles: 1) Three Dlrectors should, at the time of their elect;on to the Board, have had exper i ence as a fi sca 1 offl cer for a C1 ty or a Pub 11 c Agency; 2) Three Directors should, at the tlme of thelr election to the Board, have had experience as a Clty Manager; 3) Three Directors should, at the time of their electlon to the Board, have had experlence as a Mayor or a Councll Member; and 4) Two Di rectors may be chosen from a 1 i st submi tted to the Board by the State Treasurer. If the offlce of any Director becomes vacant prior to the expiratlon of his or her term of office, the rema1nlng Dlrectors in offlce shall, by maJorlty vote, appoint a person to flll such vacancy who shall hold office for the unexpned term and untll the election and qual,ficatlon of hlS or her successor. Section 4. Compensa ti on. Di rectors sha 11 serve W1 thout compensation but each D1rector may be reimbursed his or her necessary and actual expenses, including travel incldent to his services as Director, pursuant to resolutlOn of the Board of Dlfectors. Any Director may elect, however, to decline sa1d reimbursement. Section 5 Organization Meetings. Immediately followlng the regular meetlng of the Board of Dnectors or any special meeting of the Board of Di rectors at wh i ch Oi rectors shall have been elected, the Di rectors shall meet for the purpose of organizing the Board, the election of officers and the transaction of such business as may come before the meeting. Pending such organl zatl on meeti ng, a 11 off; cers of the Corporation sha 11 hol d over, except any offlcer requlred by law or these By-laws to be a Director and who does not qua 1 i fy as a 01 rector. A Di rector elected at such meeti ng of the Board of Directors shall forthw1th become a member of the Board of D1rectors for purposes of such organization. In the event such an organizatlon meeting shall not be held immediately following such meeting of the Board of D1rectors, it shall thereafter be held at the next regular meetlng or at a special meetlng and notice thereof shall be glven 1n the manner provlded in Section B of this Article for notlce of special meetlngs. 2 . . . Section 6. Regular and Organizat1onal Meetings. Regular meetings of the Board of Directors shall be held at such tlme as the Board may fix by resolutIon from time to time, and if any day so fixed shall fall upon a legal hollday, then, upon the ne\(t succeeding business day at the same hour. No notl ce of any regu 1 at" meet; ng of the Board of Oi rectors need be g1 'Jen to the Dlrectors. No notice of any organizatIonal meet1ng of the Board of Directors, held 1mmediately following the regular meeting of the Board of Directors or on or after any special meeting of the Board of Directors shall have been elected, need be glven; provided, that 1f such organizational meet1ng 1S not held immediately follow1ng such meeting of the Board of Directors, then notlce thereof shall be glven in a manner provided in Sectlon 8 of th1S Artlcle. in the same manner as notice of special meetIngs. Section 7 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, any Vice President. or by a maJorlty of the Board of Directors. Section 8. Noj"lce of Special Meetings. Speclal meetings of the Board of Directors shall be held upon four days' notice by first class mail or 48 hours' notIce dellvered personally or by telephone or telegraph. No notlce of the obJects or purposes of any speclal meeting of the Board of Oirectors need be given, and unless 1ndlcated in the notlce thereof, any and all bus1ness may be transacted at a speclal meetIng. SectIon 9 Consent to Meet1nqs The transactions of the Board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and lf either before or after the meeting each Director not present sIgns a wr i tten wa i ver of noti ce or a consent to the hol di ng of such meet i ng or approval of the ml nutes thereof. All such waivers. consents or approva J s sha J 1 be fi 1 ed W1 th the corporate records and made a part of the mlnutes of the meeting. Section 10. Telephonic Meetlnqs; Actlon Without Meeting. (a) Directors may particlpate 1n any meeting otherwise authorlzed hereby or by law though the use of conference telephone or similar communicat1ons equ1pment. so long as all Directors participating in such meetlng can hear one another. Participation in a meeting pursuant to this provlslon constltutes presence in person at such meeting. <b) Any actlOn requi red or perml tted to be taken by the Board of Directors under the provisions of pert,nent laws of the State of Callforn1a or as provlded for in Artlc1es or By-laws of this Corporat1on may be taken wlthout a meeting if all members of the Board shall individually or coll ectl ve ly consent in Wr1 t1 ng to such action. Such written consent or consents shall be fi 1 ed wi th the ml nutes of the proceed; ngs of the Board. Such action by written consent shall have the same force and effect as a 3 . . . unanlmous vote of such Dlrectors. Any certificate or other document flled under any provlSion of thlS Section which relates to act10n so taken, shall state that the act10n was taken by the unanlmous wfltten consent of the Board of Oi rectors Wl thout a meetl n9, and that the Arti c1 es of Incorporatlon or By-laws author1ze Directors to so act. SectlO" 11. Quorum. A quorum shall consi st of a majori ty of the seated members of the Board of Directors unless a greater number is expressly requlred by statute, by the Articles of this Corporation, Of by these By-la\'Is. Every act or declSlon done or made by a ma]Orlty of the Directors present at a meetlng duly held at whIch a quorum is present, shall be the act of the Board of Dlrectors. Section 12 Order of Business. The order of business at the regular meet1ng of the Board of Dlrectors and, so far as possible, at all other meet1ngs of the Board of Directors, shall be essentially as follows. except as otherwise determlned by the Dlrectors at such meet1ng: (a) Report on the number of Dlrectors present in person in order to determlne t~e eXlstence of a quorum. (b) Reading of the notlce of the meet1ng and proof of the delivery or ma ,11 ng thereof, or the waiver or wa i veTS of notl ce of the meet1 ng then filed, as the case may be (c) Readlng of unapproved mlnutes of prevIous meet1ngs of the Board of Directors and the taking of actIon wlth respect to to approval thereof. Cd) Presentation and conslderat1on of reports of officers and commlttees (e) Elect10n of Directors. (f) Unftnished business. (g) New business. (h) Adjournment. Section 13 Resignation and Removal of DJrectors Any Director of this CorporatlOn may resign at any tlme by g,ving written notice to the President or to the Board of Oi rectors. Such res I gnation sha 11 take effect at the tl me speClfied theretn, and, unless otherwise speCified thereln, the acceptance of such res i gnat1 on sha 11 not be necessary to make it effectl ve. Any Di rector may be removed by the Board of Directors at any regular meetlng or at any speCIal meetlng of the Board of Directors, the notIce of which, among other things. indicates that the removal of one or more Directors identified therein shall be considered at such meeting by reason of such Directors' (1) unexcused absence for four consecutive meetlngs of the Board of Directors, or (2) commission of any act which tends to discred1t the Corporation. 4 . . . Section 14 Nonljabllity for Debts. The private property of the Di rectors shall be exempt from executlon or other 11 abll1 ty for any debts. llabllitles or obl1gat1ons of the Corporation and no Director shall be llable or responsible for any debts, liabllltles or ob11gations of the Corporatlon. Section 15. Indemnity by Corporation for Ut'qat1on Expenses of Officer, Director or Employee Should any Director, officer or employee of the Corporatlon be sued. either alone or wlth others. because he 1S or was a dHector. offlcer or emoloyee of the Corporat1on, in any proceedlng anslng out of hIS alleged mlsfeasance or nonfeasance in the performance of h1S duties or out of any alleged wrongful act agalnst the Corporatlon or by the Corporatlon, 1ndemnity for his reasonable expenses, includlng attorneys' fees incurred in the defense of the proceedings, may be assessed agaInst the Corporation, its receiver, or lts d1rector by the court in the same or a separate proceedlng if the person sued acted in good faith and in a manner such person reasonably belleved to be in the best interests of the Corporation and, 1n the case of a crlmlnaJ proceeding, had no reasonable cause to belleve the conduct of such person was unl awful. The amount of such i ndemnl ty shall be so much of the eXR.enses. i nc 1 udi ng attorneys I fees. 1 ncurred in the defense . of the proceeding, as the court determlnes and finds to be reasonable. ARTICLE III Officers Sectlon 1. Officers. The officers of the Corporation shall be a Presldenr, a Vlce President, a Secretary, a Ch1ef Financial OffIcer. and such other officers as the Board of Directors may apPOlnt When the duties do not confllct. one person, other than the President, may hold more than one of these offices, except that neither the Secretary nor the Chlef Financial Officer may serve concurrently as the President. The Corporat1on may also have, at the di scretion of the Board of 01 rectors, one or more additional Vice-Presldents, one or more Asslstant Secretaries, and one or more Ass1stant Financial Offlcers. Section 2. Election of Officers. The officers of the Corporatlon shall be chosen annually by the Board of Dlrectors and each shall hold office untll he shall reslgn or shall be removed or otherwise disqualified to serve or htS successor shall be elected and qualified to serve. Sectlon 3 Subordinate Officers The Board of Directors may elect or authorize the apPo1ntment of such other offlcers than those here1nabove mentioned as the business of the Corporation may require, each of whom shall hold office for such period. have such authority and perform such duties as are provlded in these By-laws, or as the Board of Directors from t1me to time may authorize or determ1ne. Section 4. Removal of Officers. Any off1 cer may be removed. ei ther with or Wl thout cause, by a maJor1 ty of the Oi rectors then in offi ce at any 5 . . . regular or speclal meeting of the Board, or, except in the case of an officer chosen by the Board of DHectors, by any off1 cers upon whom such power of removal may be conferred by the Board of Directors. Should a vacancy occur 1n any office as a result of death, resignation, removal, dfsqualif1cat1on or any other cause, the Board of Dlrectors may delegate the powe~s and dutles of such off He to any offi cers or to any Of rectors unti 1 such tlme as a successor for sa1d office has been elected and apPolnted. Section 5. Pres1dent. The President shall preside at all meetings of the Board of Dlrectors and exerClse and perform such other powers and dutles as may be from tlme to tlme ass1gned to h1m by the Board of Directors or be prescrlbed by the By-laws. The Presldent shall also be the chief corporate offlcer of the Corporation and shall. subject to the control of the Board of Directors, have general supervision, directlon and control of the business and officers of the Corporation. He shall preside at all meetings of the Board of Directors. He shall be ex-officio member of all standlng comm1ttees. and shall have the general powers and dutles of management usually vested in the office of President of a corpo~ation and shall have such other powers and duties as may . be prescribed by the Board of Directors or by these By-laws. Sectlon 6. VlCe Pres 1 dent. In the absence or di sablll ty of the President, the Vlce Pres1dent, or the Vice Presldents 1n order of the1r rankS as fi xed by the Board of 01 rectors, or 1 f not rank.ed. the Vl ce Pres; dent designated by the Board of Directors. shal1 perform all the duties of the Pres 1 dent and when so acti n9 shall have all the powers of and be subJect to a 11 of the res tri ctlons upon the Pres; dent. The Vi ce Pres i dents shall have such other powers and perform such other dut1 es as may from time to time be prescr1 bed for them. respecti ve 1 y. by the Board of 01 rectors or by these By-laws. Sectlon 7. Secretary. The Secretary shall keep or cause to be kept a book of mlnutes at the prlncipal office or at such other place as the Board of Directors may order, of all meetln9S of the Directors, with the t1me and place of holding, whether regular or speclaf. and if speclaT. how authonzed. the noti ce thereof gi ven, the names of those present at Di rectors' meeti ngs and the proceedlngs thereof. The Secretary shall glve or cause to be given notlce of all meetings of the Board of Directors of the Corporation, shall keep the corporate records in safe custody and shall have such other powers and perform such other duti es as may be preseri bed by the Board of Oi rectors or these By-laws Sectlon 8. Chief Financial Officer. The Chlef Financial Officer shall keep and malntain or cause to be kept and ma1nta1ned adequate and correct amounts of its as sets, 11 ab 11 iti es, recei pts. dlSbursements, ga i os and losses. The books of account shall at all t,mes be open to inspection by any Director. The Chief Financial Officer shan deposit an mon1es and other valuables in the name and to the credit of the Corporation 1n such depos1tones as may be designated by the Directors. He shall disburse the 6 . . . funds of the Corporation as shall be ordered by the Board of D1 rectors, shall render to the Pres 1 dent and the D1 rectors whenever they sha 11 reques t 1t. an account of all of hi s transactlons as Chief Financla1 Qfflcer and of the financla1 cond1tlon of the Corporation, shall take proper vouchers for all di sbursements of the funds of the CorporatIon. and shall have such other powers and perform such other dutl es as may be pres en bed by the Board of Directors or by these By-laws. Sectlon 9. Assistant Secretaries and Assistant Flnanclal Offlcers. The Asslstant Secretar",es and the ASSlstant Financlal Qfflcers ln the order of thelr senlority as specified by the Directors shall. 1n the absence or disabll1ty of the Secretary of Chlef Financlal Officer, respectlvely, perform the dutles and exercise the powers of the Secretary or Chief Flnanclal Officer and shall perform such duties as the Board of Directors shall prescrlbe. ~ ARTICLE IV ObJects and Purposes Sectlon 1. Nature of ObJects and Purposes. The business of this Corporatlon is to be operated and conducted In the promot1on of its obJects and purposes as set forth in Art1ele II of its Artlcles of Incorporatlon. Sectlon 2. Dissolution. The Corporatlon may be dlssolved by vote of the Oneetors, or by the action of the Board of Directors Hl accordance with the prOV1Slons of Californla law Upon the dissolutlon or wlndlng up of thIS Corporatlon, and after payment or provlSlon for payment. all debts and liabl Tities, the assets of thlS Corporation shall be distrlbuted to the Citi es. If for any reason the Citi es are unabl e or unwllli ng to accept the assets of the Corporatlon, sald assets will be distributed to the Federal Government; to a state or locaJ government for public purposes; o.r to a nonprofit fund, foundatlon, or corporation which is organlzed and operated for chan tab 1 e purposes and whi ch has estab T i shed its tax-exempt status under Section S01(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954, as amended. Section 3. Merger The Corporatlon may merge with other corporations organlzed solely for nonprofit purposes. qualified and exempt from Federal taxatlon pursuant to Section S01<c)(3) or 501<c)(4) of the Internal Revenue Code of 1 954, as amended, and from State taxa ti on, upon comp 11 ance WI th the provlsions of Callfornla law relating to merger and consolldation. Sectlon 4. Approval of Citles or PUbllc Agencies for Participation in Pooled Financlngs The Board of Directors shall take into account the fol1owlng criteria In determlnlng whether or not to approve a City or a Public Agency for partlcipatlon in a pooled finanCing undertaken by the Corporation: (1) the financial well-belng of such City or Public Agency, including (i) its rating (or ablllty to recelve a rating were such City or Public Agency 7 . . . to apply for a rating) by either Moody's Investors Service or Standard & Poor's CorporatlOn, and (ii) the will1ngness of an insurance company or bank chosen by the Corporation to provlde a credi t enhancement for such Ci ty' s or Publ1C Agency's lease or other obllgatlon to be included in such pooled financing; (2) the nature of the property which such C1ty or PubllC Agency proposes to finance, includlng the essential use of such property or other conSlderation which might effect the ability of the Corporatlon to acqUlre a credlt enhancement for the pooled transactlOn in which such City or Public Agency proposes to participate; (3) the past h;story of the management of such City or Public Agency proposing to partlcipate 1n such pooled financing. . ARTICLE V General Provisions Sectlon 1. ~ayment of Money, Signatures. All checks, drafts or other orders for payment of money, notes or other eVldences of indebtedness ;ssued ln the name of or payable to the Corporation and any and all securit1es owned by or held by the Corporatlon requiring signature for transfer shall be signed or endorsed by such person or persons and 1n such manner as from tlme to t1me shall be determlned by the Board of Dlrectors. Settlon 2 Execution of Contracts. The Board of Directors, except as in the By-lalo/s otherWise provided. may authorize any offlcer or offlcers. agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the CorporatlOn and such authority may be general or confined to spec1fic instances and unless so authorized by the Board of Directors. no officer, agent or employee shall have any power or authori ty to bi nd the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or 1n any amount. Section 3. Fiscal Year. The flscal year of the Corporation shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year. Sectlon 4 Annual Audit. The affairs and financial condHlOn of the Corporatlon shall be audlted annually at the end of each flscal year commencing with fiscal year 1984-1985 by an independent cert1fied publlC accountant se 1 ected by the Board of OHectors and a Wrl tten report of such audit and appropr1ate financial statements shall be submltted to the Board of Directors prior to the next regular meeting of the Board of Directors of the Corporation following the completion of such audlt. Additional audits may be authorlzed as considered necessary or des1rable by the Board of Directors. 8 . . . ARTICLE VI Exempt Actlvit1es Notwlthstand1ng any other provislons of these By-laws. no Dlrector, offlcer, employee or representatlve of this Corporat1on shall take any actlon or carryon any actlvlty by or on behalf of the Corporatlon not permltted to be taken or carried on by an organlzatlon exempt under Sectlon 50l(c)(3) or S01<c)(4) of the Internal Revenue Code of 1954, as amended. and the Regulations promulgated thereunder as they now eXlst or as they may hereafter be amended. ARTICLE VI I Amendment to By-laws These By-laws may be amended by maJor1ty vote of the Board of O,rectors. 9 . . . 1984. ADOPTED by the Ca1ifol-nla Cities' Financing Corportation on August 24, Amendments. 1/30/85 <added the word "seated" before the word "members" in Sectlon 11 of Artlc1e I) 10 . . . SECRETARY'S CERTIFICATE I, the undersigned, do hereby certlfy: 1. That I am the duly elected and acting Secretary of the Ca1 ifornia Clties' FlnanClng Corporation, a Cal1fornia nonproflt publiC benefit corporatlon, and 2. That the foregoing By-laws, compnSlng 10 pages, constitute a full, true and correct copy of the 8y-1 aws of said Corporation in fu 11 force and effect as of the date hereof of IN WITNESS WHEREOF, I have hereunto subscr1 bed my name thl S ~... , 1985. 3tfo. day . ,Lt~,",",,,.t;j/~ t.U~ Secretary 11 . . . 12/23/85 JHHW:BDQ:GFB Z3088 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO! FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION SIGNATURE CERTIFICATE OF CORPORATION The undersigned hereby state and certify: (i) that they are the duly appointed, qualified and acting President and Secretary of the California Cities Financing Corporation, a California nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"): (ii) that they are each an "Authorized Officer" of the Corporation, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985 (the "Trust Agreement"), by and among First Interstate Bank of California! as trustee (the IITrustee"), the Corporation and the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California (collectively, the "Lessees"); (i i i) that the signatures set forth oppos i te the names of the fo" owi ng persons are the true and correct specimens of, or are, the genuine signatures of such persons: Name/Title Signature Dorill B. Wright, President [J rdi:UJ' W~~tr'- ~ . jI "&~...t.G't.:4/ft t'~ Daniel B. Harrison, Secretary . . . (iv) that the within-named President has executed and the withi n-named Secretary has attested to the Trust Agreement, the Lease Agreements, each dated as of Oecember 1, 1985, by and between the Corporation and the Cities of Delano, Fontano, Santa Monica and Thousand Oaks (the "Cities")~ the Site Lease~ dated as of December 1, 1985, by and between the City of Thousand Oaks and the Corporation, and the Assignment Agreement, dated as of December 1, 1985, by and between the Corporation and the Trustee; and (v) that the within-named President has approved the Certificate Purchase Agreement, dated December 19, 1985~ by and among Merrill Lynch Capital Markets, Stone & Youngberg, and the Cities~ and acknowledged by the Trustee and approved by the Corporation. Dated: December 30, 1985 CALIFORNIA CITIES FINANCING CORPORATION By , / [5 E A L] By ~C;-~ (/)../ft'(AA_~, Secretary -2- . . . 12/27/35 Z3089 JHHW:BDQ:GFB $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION. 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION OFFICER1S CERTIFICATE OF CORPORATION The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting President of the Callfornia Cities Financing Corporation, a California nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the IICorporationll); (ii) that he is an IIAuthorized Officerll of the Corporation, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of November 1, 1985 (the IITrust Agreementll), by and among First Interstate Bank of California, as trustee (the "Trusteell), the Corporation and the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California (collectively, the IILesseesll); (iii) that on December 9, 1985, the Board of Directors of the Corporation duly adopted Resolution No. 85-10 ent1tled uA Resolution Approving, Authorizing and Directing Execution of Certain Lease Financing Documents and Directing Certa in Actions wi th Respect Thereto, II wh i ch Reso 1 ut i on has not been amended, supp 1 e1Rented, resci nded or repea 1 ed and is in fu 11 force and effect as of the date hereof; (iv) that the Corporation has full power and authority to enter into and perform under the following agreements and has duly authorized the execution, delivery and performance of such agreements (herein collectively, the IIAgreements"): (a) Trust Agreement, (b) Lease Agreements. dated as of December 1. 1985, by and between the Corporation and each of the Lessees (the "Lease Agreements"), (c) Site Lease, dated as of December 1, 1985, by and between the City of Thousand Oaks and the Corporation (the USite Lease"), . . . (d) Assignment Agreement, dated as of December 1, 1985, by and between the Corporation and the Trustee (the "Assignment Agreement"), and (e) Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg and the Lessees, and acknowledged by the Trustee and approved by the Corporation (the II Purchase Agreement II ) ; (v) that all capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement; (vi) that the Corporation has full power and authority (a) to enter into and perform the Agreements and to approve the Purchase Agreement, (b) to cause del ivery of the Certificates pursuant to the Trust Agreement and the Purchase Agreement, and (c) to carry out and consummate the transactions contemplated by the Agreements and the Official Statement; (vii) that to the best of the Corporation's knowledge, after reasonable investigation, the execution and delivery of the Agreements, the Certificates and the approval of the Purchase Agreement, and compliance on the Corporation's part with the provisions contained therein, will not conflict with or constitute a breach of or default under any 1 aw, administrative regul at ion, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Agreements; (viii) that to the best of the Corporation's knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the Corporation affecting the existence of the Corporation or the titles of its officers to their respective offices or in any way contesting or affecting the validity or enforceability of the Agreements or the Certificates, or contesting the powers of the Corporation Or its authority to issue, enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially and adversely affect the validity or enforceability of the Agreements or the Certificates; (ix) that the Corporation will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to: (a) qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and -2- . . . (b) determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qua11ficatlon in effect so long as required for distribution of the Certificates; provided, however, that in no event shall the Corporation be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (x) that the covenants, representations, agreements and warranties of the Co~porat10n contained in the Agreements were true, complete and correct on and as of the date of the Agreements and are hereby reaffirmed on and as of the date hereof as if made on and at the date hereof; and (xi) that this certificate is executed pursuant to Section 6(d)(7) of the Purchase Agreement. Dated: December 30, 1985 CALIFORNIA CITIES FINANCING CORPORATION By -3- . . . 12/27/85 JHHW:BDQ:GFB Z3090 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REQUESTING DISBURSEMENTS FROM COSTS OF ISSUANCE ACCOUNT The undersigned hereby states and certifies: (i) that he is the duly appointed, qualified and acting Secretary of the California Cities Financing Corporation, a California nonprofit pUblic benefit corporation duly organized and existing under the laws of the State of California (the "Corporation"); (ii) that he is a duly designated "Authorized Officer,lI as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1. 1985 (the "Trust Agreementll), by and among First Interstate Bank, as trustee (the "Trustee'I), the Corporation and the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California; (iif) that the Trustee is hereby requested to disburse this date from the Costs of Issuance Account established pursuant to the Trust Agreement the following amounts for payment to the payees listed below: PAYEE AND ADDRESS DESCRIPTION AMOUNT $ 24,295.20 Jones Hall Hill & White, A Professional Law Corporation Four Embarcadero Center San Francisco, CA 94111 California Cities Financing Corporation 1400 K Street~ Suite 400 Sacramento, CA 95814 United States Fidelity & Guaranty Company 601 Montgomery Street San Francisco, CA 94111 Special Counsel Fee and reimbursable expenses Administrative Fees $ 14,575.00 Financial Guaranty Bond Premium $ 40,501.00 . . . PAYEE AND ADDRESS DESCRIPTION Trustee Acceptance ($ 6,000) First Annual Administrative Fees ($ 6,000) and Original Certificate Issuance Fee ($ 40) AMOUNT $12,040.00 First Interstate Bank of California 707 Wilshire Boulevard, 10th Floor Los Angeles, CA 90017 {iv} that the undersigned Secretary has initialed the invoices requesting the above disbursements which denote acceptance of and authorization to pay the amounts set forth above. Dated: December 30, 1985 CALIFORNIA CITIES FINANCING CORPORATION By 4~M~t~ Secretary -2- . . . USF&G FINANCIAL SECURITY COMPANY HELENE F JAlLlET I~~::..-,L._ -'.t;: ~.-I~- = .....\.: __ JH- "r.. TO: Jones Hall Hill & White Four Embarcadero Center, Suite 1950 San Francisco, CA 94111 ATTN: Mr. Brian O. Quint FROM: Helene F. Jaillet vice President & Chief Financial Officer USF&G Financial Security Company DATE: December 27, 1985 RE: Premium for Financial Guaranty Bond No. 99-0110-00018-86 California Cities Financing Corporation $2,915,000 Certificates of Participation 1985 Series E Financial Guaranty Bond Premium due.....................$ 40,501.00 PAYABLE AT CLOSING: December 30, 1985 METHOD OF PAYMENT: Wire transfer for value on day of closing to: First National Bank of Maryland, Baltimore, MD Account name: USF&G Company Acct. number: 085-8206-60 ABA number: 052000113 Remarks: USF&G Financial Security Company Copy of wire transfer on day of closing to: USF&G Financial Security Company 601 Montgomery Street, Suite 1410 San Francisco, CA 94111 Attn: Helene Jaillet Vice President and Chief Financial Officer (415)-392-4812 Please Note: Delays in premium payment will be charged interest at the daily rate of prime plus 1% a:invoice.com ~_'..::-. - !~ ~ , ~, -:..-. - i' ,- - -_.- ....;:.. ... !! . . . ;:: 'd ll::!lOl ;:: 'd ;1 : 6; t'B/E:a:/c::O 13 :::...,. Bank I&Irfi In.......'. &link at CaIlfamla Box 30244 Los Ang.l". Callfoml8 90030 STATEMENT OF ACCOUNT CA.CITIES/'85-E CTF.OF PART. 1400 K STREET, SUITE 400 SACRAMENTO, CA. 95814 ATTN: MR. DANIEL B. HARRISON, EXEC. SEeR. DATE; 12/24/85 ~'....o... BILLING PERIoD ____~~_____~.~_~_______~_~______~~____~__~_____~_~_____~______~_~~_______w__ BILLING YR END TRUST , 8111082 RR/8111082 ~~-----~------~------~-----~~~--------~-----------~-~----~-~--------------~~ RE: CALIFORNIA CITIES FINANCING CORPORATION. CERTIFICATES OF~PA~TICIPATION, 1985-E (CITIES OF DELANO, FONTANA, SANTA MONICA, THOUSAND FEES RELATIVE TO FIRST INTERSTATE BANK OF CALIFORNIA ACTING AS TRUSTEE ACCE~ANCE FEE ... ANNUAL ADMINISTRATION FEE ORIGINAL ISSUANCE TOTAL FEES: TOTAL EXPENSES: $2.00 20 @ TOTAL CURRENT CHARGES: ." .. 11 .. OAKS) .,. .... .. . . . 6,000.00 oJ! * 15,000.00 . . 40.00 BILLS ARE DUE AND PAYABLE UPON PRESENTATION. TO AVOID A LATE CHARGE or 18% PER YEAR (1.5% PER MONTH) ON THE CURRENT aALANCE AND PREVIOUS BALANCE SHOWN ON THIS StATEMENT, THE PA"lMENT OF THESE BALANCES MUST BE RECEIVED WITHIN 30 DAYS F~OM THE DATE OF THIS STATEMENT. *--------..-----.. · 12,040.00 . .. a.oe ... *-...-------....-- . .. . * ." .,. * .. .. '" ." 'II .. ." 'II .... .. .. '* .. l2,040.00 . . . JONES HAJJJJ HILL & WHITE~ A PROFESSIONAL LAW CORPORATION AT TOR.l""EYS AT LAW KE":'<ETH I JONES ANDREW C HALL..JR SHARON STANTON WHITE CHARLES F ADAMS STEPHEN R CASALEGGlO WlLLIA..'>i H \lAD1SON PHIWP NELSON LEE EDSELL M EADY. JR PAt:LJ THIMMIO BRlA...'" D Qt:INT JORGEN L :O'lIELSEN TRACY E CO~NER JOHKPAt:LTHOMAS FOUR EMBARCADE RO CENTER S1.JJ:TE 1950 SANFRA.."lCISCO 94111 1415) 391-5780 AUTOMATIC TELECOPI Eft (4]51391-5784 December 30, 1985 ROBERTJ HlLL OF'COUNSEL Mr. Daniel B. Harrison Cal,fornia Cities Financ1ng Corporation 1400 K Street. Suite 400 Sacramento, California 95814 RE: $2,915.000 Certlficates of Partlcipation Califorma Cities Financing Corporation. 1985 Series E; The Certif1cates Evidence Proportionate Interests of the Owners Thereof ln Lease Payments to be Made by One of More of the Cities of Delano, Fontana. Santa Monica and Thousand Oaks, Califorma to the California Cit1es Financing Corporation INVOICE For legal Services Rendered: 1% of the first $1.000,000 of principal 1/2% of the remaining $1,915,000 of principal $10,000.00 9,575.00 $19,575.00 For Relmbursable Expenses: Delivery & Messenger GKL Corporate Search Photocopies Closing Costs $2,889.35 29.25 451. 60 1,350.00 ".4,720.20 $24.295.20 Cities Financmg Together OFFICERS President Donll B 'V; nght \13\ or Pon Hueneme Vice President Lowell '>mlth \1;l\ or ~t Helena Financial Officer johr>., Llncb:.l\ Fm.mce Dlreaor ".mta RO~J . DIRECTORS Ruben ~ Bien FIn.mee Dlreaor Thou~Jnd Oak, June \ Bulman Cnuncll \!ember COTltord ~uz.mne E Foucault Clt'. \ lanager OLeJll~lde GJn C [ngr;::tham fmdn<..e DIn..>cror "[(lc!-ann TIloma' ~ Pe[er~on em \I.uuger \~,..,xxlJand lo,eph Tanner Cm \lJPJger Emen'\llle . A nonprofit corporation o<<ering ftnanaal !iCn'JCeli to cities 1400 K Street. Suite 400 Sacramemo, CA 9581 'l: 916'444 5790 INVOICE December 30, lq85 Administrative charge CCFC, 1985 series E $14,575.00 -.jf'~ ~/r4t' <' . . . )1cDONOl;GH. HOLLA~D & ALLEX \lI,lqTl N N1-::DC':JUG r1 ,;!lLFl1'oED E HOL...A'ID S;:'\.."CE F M....EN ~ BRE NT HAW~I ~S ~NA cD R FE "SC~ S:""-S,J,N ;., SC...OE~.G 5.:.81"',A D GILBEPT D,1iN"'- p.. COLE _"C...:" E ~I GIJS-C eRA G ~ POWE:-_ $I-IARC'" 0 ROS~'\4t: 1:r:f15 P TAi\G OAV 0 S S~LE."'" -",'IRG N A " CA""Li.. JA~ES L LEET ....ARI;!IET It. 'STE-.""ER PATRIC"4 D EL~'O""T MAl:!"" POWERS ':'r.~O~r.;E STLlRT". 50"lC"- wlLlIA~ " i..lC....TIG li.lN . CIAr.\POPCERC SE"w P 8Rl-N""E~ ECwA.RD j OU"".4f!i ~ ~ :::QN....J1 S B!ECRC.CT XJN E :;;~EE.... '1Ar.C" P _EE ~ =:q:~CFESS 'C""A.... COR ~CRATI-").... ATTORXEYS COSTA ,.ESA OFFICE 3200 p....RK Cf1:NTER D&l!IVE. Si,,;o:TE 7.0 COSTA MESA C....;LIF01"l1\iIA 92626 (7'4leSO ~ 18D y 3.Al;...(),^" ~O;:-C" 555 CA~ITOL MALL SU"TE: 950 cCSE PH E CCO"ES JR [:.Ai,"iD J Sf1C....T'S......CGC. DE"~'S 0 0 ,<[I. ~-.::HA"D '.\ p,uc"C!..S DC.... LD C POOL E :lICHARD'li :::.5E.... PICI-IARO E BR~I\I;}T GAR'r F ;...O....ERIDGf G qIC~ARD 8ROVW\l ).11,....10 iJt; P05- S...6'I\, K E:J...I....G B":IUCE ....:::OO...ct....;;1-t WIL:"I/lo'" l O!'\E\i CAIJ ::: r: BE.:&."""'y t. i.. CE... ....0-::;.:: VA~D "'tlc...p,E_ T t'CGJ&~T"- '-I4j;"1;'i E H..;L-_ ~p DE"i"\iIS",Jt,- DE CUli:! A..,.'\j O::OI\i'\EL_ I;'c~fl=-''''' GCO....""OR _Et'FR" ::; JO~ES SACI;1AM'E"TO ::AL-F""ORI\,-'A 95814 ~3 "6} .....44~ 3900 OAKL,ANO OF'FICE POBOX 2446 OAKLANO CALlFOR"'" 94609 L.4'~.~4"1..()I06 December 30, 1985 ARTHUR H IlER..STE... OF CO\". ....SE_ ~At;li" :;C~"T:::I\, ...t:.~c A SC_LlY Merrlll Lynch Capltal Markets 400 South Hope Street, SUlte 2020 Los Angeles, Callfornla 90071 Stone & Youngberg One CalIfornla Street San FranCISCO, Callforn~a 94111 UnIted States FidelIty & Guaranty Company 601 Montgomery Street San FranCISCO, CalifornIa 94111 RE: $2,915,000 Certificates of PartiCIpation Callfornia Citles FInancing CorporatIon, 1985 Serles E; The Certificates EVIdence Proportlonate Interests of the Owners Thereof in Lease Payments to be Made by the Citles of Delano, Fontana, Santa Monica and Thousand Oaks, CalIfornla to the CalIfornIa Clties Financing Corporation Ladles and Gentlemen: We are acting as counsel to the Callfornla Cities FInanCIng Corporat1on (the "Corporation") and In that connectIon we have examIned certain records reflectIng the actlons taken by the CorporatIon pertalnlng to the authorl- zatlon, execution and delivery of the following agreements (hereln collectively, the "AgreementsU): (a) Trust Agreement, dated as of December 1, 1985, by and among Flrst Interstate Bank of California and the Clties of Delano, Fontana, Santa Monica and Thousand Oaks, Cal~fornia (collectively, the "Lessees"): . Merrill Lynch Capital Markets Stone & Youngberg United States Fidellty & Guaranty Company December 30, 1985 page 2 (b) Lease Agreements, each dated as of December 1, 1985, by and between the Corporatlon and each of the Lessees; (c) Asslgnment Agreement, dated as of December 1, 1985, by and between the Corporatlon and the Trustee; and (d) Site Lease, dated as of December 1, 1985, by and between the City of Thousand Oaks and the Corporatlon. Based upon such examination, we are of the op~n~on that: . (i) the Corporation 1S a nonprof1t public benef1t corporat1on duly organized and eX1sting under the laws of the State of Callfornla; and (11) the Agreements have been duly and val1dly authorlzed, executed and delivered by the Corporatlon and are legal, valld and binding agreements of the Corporation enforceable in accordance w1th their respective terms, except to the extent that the enforcement thereof may be llrnlted by bankruptcy, reorganlzatlon, insolvency, rnoratorlum or other laws or equitable principles affecting the enforcement of creditors' rights generally. Respectfully submitted, McDONOUGH, HOLLAND & ALLEN A Profess1onal Corporatlon By ;:1'""",,-- r.., · <.1.__ , r- BMco/Jd . ) . . . 12/23/85 JHHW:BDQ:GFB B030 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The 'Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY OF DELANO The undersigned hereby state and certify: (i) that they are the duly elected or appointed, qualified and acting Mayor and City Clerk, respectively, of the City of Delano (ttDelano"). and as such, are familiar with the facts herein certified and are authorized to certify the same; ( i i ) that the f 011 owi ng are now, and have cant i nuou sly been s, nee the dates of beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City Council of Delano, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names; Member Date of Date of Beginning of Ending of Current Term Current Term April, 1984 April, 1988 April, 1984 April, 1986 April , 1984 April, 1986 April, 1984 April, 1988 April, 1984 April, 1988 Leonard T. Velasco Winsloe Mata June Fukawa JOhnny Munoz Vincent Matera (iii) that the signatures set forth opposite the names of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons: Name Title Signature ~~-<-71 J'. 11oh""b--' fJ-~ mWL- - 10 Leonard T. Velasco Mayor Dennis McDuffie City Manager , I . . . Name Title ~i~nature Michael Corn (J)~ ~-~/ F,nance Director John Hourigon Dorothy Dowell City Attorney City Clerk tI 10-~ .J~ (iv) that the within-named Mayor has executed and the within-named City Clerk has attested the Lease Agreement, dated as of December 1, 1985, by and between Delano and the California Cities Financing Corporation (the "Corporation"), and the Trust Agreement, dated as December 1, 1985. by and among First Interstate Bank of California, as trustee (the "Trustee"), the Corporation, Delano and the C1ties of Fontana, Santa Homed and Thousand Oaks (the llLessees"); and (v) that the wi th i n- named Mayor has executed t he Off i ci a 1 Sta teme nt, dated December 19, 1985, pertalning to the Cert,ficates of Participation executed and delivered this date by the Trustee pursuant to the Trust Agreement and the Certificate Purchase Agreement, dated December 19, 1985, by and among Merri 11 lynch Capital Markets, Stone & Youngberg, Delano, the Lessees, and acknowledged by the Trustee and approved by the Corporation. Dated: December 30, 1985 CITY OF DELANO [S E A LJ By Yfi:~~tJ {ld<..LIL.r- 1/ '- M'ayor By J~ J~~ j4tyYClerk -2- 12/28/85 JHHW:BDQ:GFB Z3031 . $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION OFFICER'S CERTIFICATE OF DELANO . The undersigned hereby state and certify: (i) that they are the du ly appoi nted, qual ifi ed and act i ng Mayor and City Clerk, respectively, of the City of Delano, a general law city duly organlzed and existing under the laws of the State of California ("Delano"); (ii) that they are each an "Authorized Officer" of Delano, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985 (the "Trust Agreement"), by and among First Interstate Bank of California, as trustee (the "Trusteell), the Cal iforni a Cities Financi ng Corporation (the IICorporationll), Delano and the Cities of Fontana, Santa Monica and Thousand Oaks (the "Lessees"); (iii) that, on December 2, 1985 the City Council of Delano duly adopted Resolution No. 1985-129, entitled "A Resolution Approving, Authorizing and Directing Execution of Certain lease Financing Documents, Authorizing and Directing Execution of a Purchase Agreement, Approving a Preliminary Official Statement and Authorizing and Directing Certain Actions with Respect Thereto, II which Resolution has not been amended, supplemented, rescinded or repealed and is in full force and effect as of the date hereof; (iv) that Delano has duly authorized the execution, delivery and performance of the following agreements (herein collectively, the UAgreements"): (a) Trust Agreement, (b) Lease Agreement, dated as of December 1, 1985, by and between Delano and the Corporation, and ~~ (c) Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Delano, the Lessees and approved by the Corporation and acknowledged by the Trustee; (v) and that the covenants, representations, agreements and warranties of Delano contained in the Agreements were true, complete and correct on and as . . . . of the date of the Agreements and are hereby reaffirmed on and as of the date hereof as if made on and at the date hereof; and (vi) that none of the information or documents submitted to United States Fidel i ty and Guaranty Company ; n connect i on wi th the issuance of the i r financial guaranty bond contains any untrue or misleading statement of a material fact or fails to state a material fact required to be stated there,n or necessary in order to make the statements contained therein, not misleading. Dated: December 30, 1985 CITY OF DELANO By ~~~/J l/kv--- v ~ Mayor [5 E A L] By .J~td~ -2- . . . 12/23/85 JHHW:8DQ:GFB Z3032 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA. SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF DELANO CITY ATTORNEY The undersigned hereby states and certifies: (i) that he is the City Attorney of the City of Delano, a general law Clty duly organized and existing under the laws of the State of California ("DelanoU). and as such, is familiar with the facts herein certified and is qualifled and authorized to certify the same; (ii) that, to the best of his knowledge and belief, as based on and limited by the representations, statements and certificates furnished by Delano officlals having responsibilitles with regard to the following: (a) no litigation is pending or threatened (i) to restrain or enjoin the payment of Lease Payments pledged under the Trust Agreement, dated as of December 1, 1985 (the "Trust AgreementU), by dnd among First Interstate Bank of California as trustee (the IITrustee"), the California Cities Financing Corporation (the "CorporationU), Delano and Cities of Fontana, Santa Monica and Thousand Oaks (the "LesseesU); (ii) in any way contesting or affecting the validity of the captioned Certificates of Participation, the Lease Agreement. dated as of December 1, 1985, by and between Delano and the Corporation; the Certificate Purchase Agreement, dated December 19, 1985, by and among Herri 11 Lynch Capital Markets~ Stone & Youngberg, Delano, the Lessees and acknowledged by the Trustee and approved by the Corporation; the Assignment Agreement, dated as of December 1, 1985, by and between the Corporation and the Trustee, or the Trust Agreement; or (iii) in any way contestlng the existence or powers of Delano; and (b) no event affecting Delano has occurred since the date of the Official Statement relating to the Certificates. dated December 19, 1985 (the "Offlcial Statement"). which either makes untrue or incorrect in any material respect as of the date hereof any statement or information concerning Delano contained 1n the Official Statement or is not reflected in the . . . Official Statement but should be reflected therein in order to make the statements and information therein concerning Delano not misleading in any material respect. Dated: December 30. 1985 CITY OF DELANO -2- . . . 12/23/85 JHHW:BDQ:GFB Z3037 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF DELANO FINANCE DIRECTOR The undersigned hereby states and certifies: (i) that he is the Finance Director of Delano, a general law city duly organized and existing under the laws of the State of California ("Delano>>); (ii) that he is an "Authorized Officer" of Delano, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985, by and among First Interstate Bank of California, as trustee, the California Cities Financing Corporation, Delano and the Cities of Fontana, Santa Monica and Thousand Oaks (the "Lesseesll); (iii) that, as to the financial information and statistical data included in the Official Statement relating to the captioned Certificates of Participation, dated December 19, 1985, (the "0ffic1al Statement"), nothing has come to his attention which would lead him to believe that the mater,al contained in the Official Statement relating to Delano contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) that this certificate is executed pursuant to Section 6(d) (6) of the Certificate Purchase Agreement pertaining to the captioned Certificates of Parti cipati on. Dated: December 30, 1985 CITY OF DELANO By lJ1~n~ . . . 12/23/85 JHHW:BDQ:GFB Z3165 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIfORNIA CITIES FINANCING CORPORATION AGREEMENT CONCERNING FINANCIAL STATEMENTS The undersigned hereby states and certifies that he is the City Manager of the City of Delano ('10elano") and as such, is familiar with the facts herein certified and is qualified and authorized to certify and execute the same. In consideration of United States Fidelity & Guaranty Company's ("USF&G") issuance of its financ; al guaranty bond for the benefit of the owners of the captioned Certificates of Participation, Delano agrees so long as said Certificates are outstanding, to send to: USF&G Financial Security Company 601 Montgomery Street, Suite 1410 San Francisco, CA 94111 Attention: President a copy of each audited annual financial statement of Delano within 30 days after its acceptance by Delano. In Witness Whereof, this Agreement has been duly executed this 30th day of December, 1985. CITY OF DELANO . e I ~ By H~ .;DJ;L . . . 13050- 5 December 17, 1985 December 27, 1985 GFBIOS JHHW:SSW:cmw $2,915,000 CERTIFICATES OF PARTICIPATION Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of THE CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION (California) CERTIFICATE AS TO ARBITRAGE - CITY OF DELANO I, the undersigned Finance 01rector of the City of Delano, Californla C1Delanoll), being the person duly charged, with others, with the responslbility for the delivery on behalf of Delano of the Lease Agreement, dated as of December 1, 1985 (the II Lease Agreement "), by and between the California Cities Financing Corporation (the "Corporation") and Delano, which Lease Agreement is being delivered this day, HEREBY CERTIFY that: 1. The Lease Agreement is executed and delivered under and pursuant to the laws of the State of California to enable Delano to lease two refuse disposal trucks (the "Project") to be used for the governmental and propn eta ry funct ions of De 1 ana. Pursu ant to the Lease Agreement, De 1 ana has agreed to lease the Project from the Corporation for a total principal cost of $215,000 and the Corporation has agreed to lease the Project to Delano. In consideration of such lease, Delano has agreed to make semiannual lease payments (the "Lease Payments") to the Corporatlon or its assignee, which Lease Payments include an interest component. 2. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Lease Agreement and ~he proceeds thereof: Ca) Pursuant to the Lease Agreement, the Corporation is requlred to deposit, or cause to be deposited on its behalf, with Seattle- First Interstate Bank of Californla, as trustee (the "Trustee"), the sum of $208,060.25 representing the proceeds of the sale of certificates of participatlon (see definition in subparagraph (b) below) allocable to Delano. (b) Pursuant to a Trust Agreement, dated as of December 1, 1985, the Corporation has assigned its rights to recelve Lease Payments to the Trustee and the Trustee has agreed to prepare and del iver to the purchasers thereof certlficates of participation (the lICertificatesU) evidencing undlvided . proportionate interests of the owners thereof in the Lease Payments to be made by De 1 ana, as we 11 as und i vi ded proportionate lnterests in the lease payments to be made by the Cities of Fontana, Santa Monica and Thousand Oaks (the II Lessees "), pu rsuant to 1 ease agreement 5 entered into by said Lessees with the Corporation, a 150 dated as of December 1, 1985. Amounts allocable to Delano which are received from the sale of the Certificates will be deposited by the Trustee in the respective accounts and in the respective amounts set forth in su bparagrap h (c) be low. The Underwr iters of the Certificates have represented that the Certificates will be sold to the public at par. (c) The proceeds which are allocable to Delano from the sale of the Certificates will be $208,060.25, representing the principal amount of the Lease Agreement ($215,000), less Underwriter's discount of $8,062.50, plus accrued interest from December 1, 1985 to the date hereof in the amount of $1,122.75. The Trust Agreement provides that of said amount, $3,484.38 wlll be deposited in the Capitalized Interest Subaccount of the Delano Lease Payment Account; $26,875 will be deposited in the Delano Reserve Account to be he ld to secure time ly payment of the Lease Payments; $7,237.66 wi 11 be depos ited in the Costs of Issuance Account to be used for printing, legal and other costs and expenses allocable to Delano which are associated wlth the execut i on and de 1 i very of the Lease Agreement and the Certificates; and the remaining $170,463.21 will be deposited in the Delano Acquisition Account to be used to pay acquisition, construction and installation costs of the Project. The aforesaid proceeds of the sale of the Certificates, together with interest earnings thereon, will not exceed the amount necessary for the governmental purposes of the Lease Agreement, namely the amount necessary to pay acquisition and installation costs of the ProJect, to pay interest from December 1, 1985 through March 1, 1986, to estab 1 ish a reasonab 1 y requ i red reserve, and to pay casts of execut i on and de 1 i very of the Lease Agreement and the Certificates. . . (d) Pursuant to the terms of the Lease Agreement, the Corpora t i on has appointed Delano as its agent for acquisition and installation of the Project and Delano will undertake acquisltion and installation of the Project on behalf of the Corporation. Acquisition and installation costs will be disbursed by the Trustee from the Delano Acqulsition Account. De 1 ano wi 11 enter into a contract for the acqu 1 sit i on of the Project wlthin 60 days. Acquisition and installation of the Project wi 11 proceed with due dil 1gence to completion. Comp 1 et; on of the Project is expected no 1 ater than March 1, 1986, and it is expected that the proceeds of the Certlflcates deposited in the Delano Acquisltion Account will be fully expended prior to said date. Amounts deposited in the Delano Acqulsition Account will be invested without yield restrictions -2- . for the period of time necessary to complete the Project but not to exceed three (3) years from the date hereof. (e) The amounts allocable to Delano which are deposited in the Costs of I ssuance Account wi 11 be used to pay 1 ega 1 fees, printing costs and other costs and expenses allocable to Delano and associated with the execution and del ivery of the Lease Agreement and the Certificates, and it is expected that such amounts will be fully expended within six (6) months from the date hereof. Amounts deposited in the Costs of Issuance Account will be invested without yield restrictions. (f) The decision to date the Lease Agreement and the Certificates was dictated solely by the schedule of required acquis1tion, construction and installation disbursements. Due diligence will be exercised in the expenditure of proceeds of the Certificates. . (g) The amount deposited in the Delano Reserve Account ($26,875) 1S less than maximum annual Lease Payments, 125% of average annual Lease Payments and 15% of net proceeds (as calculated in paragraph (c) above) received by Delano. The undersigned has been advised by the underwriters of the Certificates and is of the opinion that the establishment of the Delano Reserve Account in the aforesaid amount was a vital factor in marketing the Certificates and has determined that said amount is reasonably required. Said amount will be invested without yield restrictions and investment earnings will be depos1ted in the Delano Lease Payment Account and applied as a credit against Lease Payments as due. (h) Lease Payments paid by Delano will be deposited on a semiannual basis in the Delano Lease Payment Account and will be transferred by the Trustee to the Certificate Payment Account and used by the Trustee to make semiannual payments due with respect to the Cert ifi cates. Prepayments of Lease Payments will be deposited in the Redemption Fund and will be used by the Trustee to pay amounts due upon redemption of the Certificates. The Delano Lease Payment Account. the Certificate Payment Account and the Redemption Fund are being establ i shed primarily to achieve a proper matching of Lease Payments and payments due with respect to the Certificates 1n each year. Net proceeds from the sale of the Certificates and deposited in the Capitalized Interest Subaccount of the Delano Lease Payment Account. will be app1ied to the payment of interest due with respect to the Certificates from December 1, 1985 through March 1, 1986. Moneys depos i ted in the Delano Lease Payment Account. 1ncluding the Capitalized Interest Subaccount. and in the Certificate Payment Account and the Redemption Fund will be depleted at least once a year, except for a reasonable carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one year1s earnings on said Accounts and Fund. respectively. and all moneys deposited in such Account and such Fund, respectively. . -3- . . . will be spent within a thirteen month period beginning on the date of deposit. Amounts in said Accounts, Subaccount and Fund will be invested without Yleld restrictions. (i) Delano will make Lease Payments from its general funds. Moneys in said general funds in excess of Lease Payments are not expected to be available to pay Lease Payments of Delano and may be used for any 1 awful purpose of Delano. Moneys in the general funds of Delano do not constltute sinking fund moneys for Lease Payments and will be invested without yield restrictions. Except as otherwise set forth herein, no securities, obligations or funds have been pledged to, or made available for the payment of Lease Payments or the Certificates. (j) No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement funds) which have been otherWl se commi tted to be u sed as a source of f i nanc i ng for any part of the cost of the Project and which have been or will be used to acquire directly or indirectly obligations or securities producing a yield in excess of the yield of the Lease Agreement or the Certificates. (k) Net proceeds of insurance not used for repair or replacement of the Project will be used for prepayment of Lease Payments (and redemption of the Certificates) pertaining to the Project. Moneys and net proceeds of insurance deposited into the Insurance and Condemnation Fund wi 11, at such time as such moneys and net proceeds are not reasonably expected to be used for such repair or replacement, be depleted annually, except for a reasonable carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one yearts interest earnings on said Fund and will be expended wlthin 13 months of receipt. Sald moneys and net proceeds, lf invested, will be invested without yield limitations. 3. Delano has neither received notice that its Certlficate as to Arbitrage may not be relied upon wlth respect to lts obligations nor has it been advlsed that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best or my knowledge, lnformation and belief the expectatlons hereln expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. -4- . . . IN WITNESS WHEREOF, I have hereunto set my hand thi s 30th day of December, 1985. -5- By ~~?~ Flnance Director City of Delano . . . 12/23/85 JHHW:BOQ:GFB Z3033 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF ESSENTIAL USE To: California Cities Financing Corporation Re: lease Agreement, dated as of December 1, 1985, by and between the California Cities Financing Corporation and the City of Delano, Californla (the "lease Agreement") This certificate ;s delivered with respect to the use of the Project to be 1 eased to the City of De 1 ana ('I De 1 anoli) under the captioned Lease Agreement. The Project will consist of the acquisition of two (2) 24 cubic yard capacity refuse disposal trucks. The undersigned hereby represents that the use of the Project is essential to the proper, efficient, and economic operation of Delano. Dated: December 30, 1985 C!TY OF DE lAND By %-ttA--<-74.1 VdVL ,<------ v '- Mayor I GENE E. FUERBRINGER gnsurance Gene E Fuerbnnaer Irsura"ce Broker 7704.A Stockdale Hwy Ba kersflelCl, Ca 93309 . T~'ephOne 1~E ~~~~ .' - December 26, 1985 C~ty Councll of tne Cuy of Delano 1015 11 th Avenue Delano, Cal1forn~a 93215 First Interstate Bank of Callfornla 707 ~llshlre Boulevard Los Angeles, California 90017 RE: $2.915,000 Certlflcates of Partlcipatlon Callfornla Citles Flnanclng Corporatlon, 1985 Serles E; The CertifiLates EVldence Proport1onate Interest of the O~~ers Thereof 1n Lease Payments to be Made by One of More of the C1ties of Delano, Fontana, Santa ~onlca and Thousand Oaks. Callfornia to the Callfornla Clt1es Flnanclng Corporatlo~ . Ladles and Gentlemen: 1.;'e act as broker/agent for the C1.ty of "Delano", and ln that capaclty have reV1e"'eo and are faMl11ar wlth the requlremenrs as to lnsurance pursuant to Arclcle V of that certaln Lease Agreement, dated as of December 1, 1985, by and between Dela~o and the Callfornla Cltles F~nanclng Ccrporat~on. Th~s ~s to advlse that the Clty of "Delano" 1S :J.nsured for the f~rst $100.000 of l~ab~l~ty and/or property damage. They also carry excess ~nsurance above thlS amount to the l:J.mit of $4,000,000. The Clty does not carry any lnsurance for ffiaterlal danage to any veh1cles. Ne:J.ther do they have any POllCY to cover rental agreements. Therefore, the Clty does hereby agree to establ:J.sh a Reserve Fund ~lthln the Refuse Department ~n the amount of $269.000 to cover the pollc1es not prov1ded under paragraph 504 and 505 of the Lease Agreement. We s:J.ncerely hope thls ~lll meet with your approval. Very truly yours, ~- -' ..:~ - -' '- - - .:-~_:- ~ -;: ~ "Gene E ,- Fuerbrlnger Insurance Broker . % /WPtf/dM1 " l"JlJfDn't vi(~(f~ ~llchael P. Corn F~nance D:J.rector/Clty Treasurer . . . ~. (fj/~ ~ John T Hourlgdn Decerrber 30. 1985 Delano ProfesslOnal BuJdmS 92l-l3tlt Avenue Delano. Cahforma. 93215 Telephone (805) 725-3522 MERRTLT. LYNOI CAPITAL MARKETS 400 South Hope Street, Ste. 2020 Los Angeles, CA. 90071 S'IDNE & YOUN;BERG ONE CALIFORNIA STREET San Francisco, CA. 94111 ffi'.J1TW STATES FIDELITY & GUARANI'Y COv!PM"Y 601 Montgomery Street San Francisco, CA. 94111 Re: $2 ,915 ,000 Certificates of Participation California Cities Financing Corporation. 1985 Series E; The Certificates of Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of MOre of the Cities of Delano. Fontana. Santa Monica and Thousand Oaks. Ca1ifonua to the California Cities Financing Corporation ladies and Gentlemen: I am the City Attorney for the City of Delaro, California ("Delano"), and in that connection I have exmnined certain records reflectlng the actions taken by Delano pertAining to the authorization, executlon and delivery by Delaro of the fo110Wl.ng doCllIEnts: a) Trust Agreement, dated as of D-cerriber 1, 1985 (the 'Trust Agreanent"). by and crn.ong First Interstate Bank of California, as trustee (the ''Trustee''). California Cities FinanClng Cor- poration (the "Corporation"), Delano and the Cities of Fontana. Santa Monica and Thousand Oaks (the "Lessees"); b) Lease AgreelIEnt, dated as of December 1, 1985 (the "Lease Agreem:nt"). by and between the Corporation and Delano; c) Certificate Purchase Agreenent, dated December 19, 1985 (the "Purchase Agreement"). by and anoung Merrill Lynch Caplta1 Markets. Stong & Youngbery, Delano. the Lessees and acknowledged by the Trustee and approved by the Corporation; and d) Official Statarent, dated Deceober 19 J 1985 (the "Official StatementH) . -1- ... . MERRIU. LYNCH CAPITAL MARKErS Stone & Youngberg December 30, 1985 Page 2. Based upon such exanination, I am of the opinion that: i) DelaIY:l is a mmicipal corporation and general law city, duly organized and validly existing tmd.er the laws of the State of California; ii) the Official Statanent has been duly authorized, executed and delivered by Delano and the information therein as to Delano and Delaro' s obligations under the Trust Agre~t and the lE;:l~e Agreemmt is correct and does not anit any statE!lent which, in my opinion, should be included or referred to therein; iii) The resolution of Delaro approving and authorizing the execution and delivery of the Official Statarent, the Trost Agreerrent, the lease Agreerrent, and approving the Purchase AgreerIE.nt was du1 y adopted at one or mJre rreetings of the City Cotmcil of Delaro which were called and held pur- suant to law and with all public notice required by law and at which a quorum was present and acting throughout; . iv) there is ro action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best of my knowledge, threatened against or affecting Delano, to restrain or en- join the payment of the Lease Payments tmder the Lease Agreerrent or in any way contesting or affecting the validity of the Trust AgreeJIE:Ilt or the Lease Agre~nt wherein an unfavorable decision, ruling or finding 1NOUld adversely affect the validity and enforceability of Delano's obligations un- der the Trust Agree:IIEnt or the Lease Agrearent; v) the execution and delivery of the Trust Agreement, the Lease Agreemmt, and the Purchase Agreem=nt, and CClIIpliance with the provisions thereof, under the circnmc:.tances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of Delano a breach of or def-R1_,lt tmder any material agreeIlEnt or other instrurrent to which Delaro is a party or by which it is botmd or any existing law, regu- lation, court order or consent decree to which Delano is subject; vi) the Trust Agreemmt, the Lease Agreemmt and the Purchase Agree- IIEllt have been ch.1ly authorized, executed and delivered by Delano, and constitute legal, v,:l_Ud and binding agreem:nts of Delan;) enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency. the application of equitable prin- ciples where appropriate or other laws affecting the enforcerrent of credi- tors' rights generally; . vii) no authorization, approval, consent, or other order of the State of California or any other gover:tnEI1tal Authority or agency within the State of California is required for the valid authorization, execution and delivery of the Trust AgrePJTPnt. the Lease Agreemmt, the Official State- ment or the Purchase Agreerrent j and . . . MERRTT J. LYQl CAPITAL MARKETS Stone & Ymmgbery December 30. 1985 Page 3. viii) the representations and warranties of Delano as set forth in the Purchase AgreerrEnt are. as to all matters of law and after reason- able investigation, tnJ.e and accurate at and as of the date hereof as though made on the date hereof; and such representation and warranties are. as to all other matters. true and accurate to the best of my know- ledge at and as of the date hereof as though made on the date hereof except for the statistical and. other financiaJ data inclunE'd therein. as to which I express m opinion. Very truly yours, ~URI CITY ATl'ORNEY CITY OF DELAOO ( . . . 12/23/85 Z3041 JHHW:BDQ:GFB $2,915,000 CERTIFICATES OF PARTICIPATION CALIfORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof 1n Lease Payments to be Made by One of Mare of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY OF FONTANA The undersigned hereby state and certify: (iY~e are the duly elected or appointed, qualified and acting Mayor and~ity Clerk, respectively, of the City of Fontana (UFontanaU), and as such, are familiar with the facts herein certified and are authorized to certify the same; (i i) that the fo 11 owi n9 are now, and have cont i nuou sly been since the dates of beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City Council of Fontana, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names; Member Date of Beginning of Current Term Date of Ending of Current Term Nathan A. Simon Wiliam Kragness Charles Koehler Dona 1 d F. Day Gary E. Boyles November!t 1986 Hovember!t 19B6 November ,1988 November, 198B November, 1986 April, 1982 April, 1982 November, 1984 November, 1984 November, 1984 (11i) that the signatures set forth opposite the names of the following persons are the true and correct specimens of!t or are, the genuine signatures of such persons: Hame Title Nathan A. Simon Mayor Jack Ratelle City Manager ~ . ~ame Title Signature ~_4-l.u8ka_ Finance Director ~ ~ dad. Betty Stark, Assistant Finance Director John M. Rager City Attorney ~"i~ ~ M.MN"""frlUeDuty City Clerk e ora . etz UCKer ~~'I7A*~ (iv) that the within-named Mayor has executed and the within-named~i~ Clerk has attested the Lease Agreement, dated as of December 1, 1985, by and between Fontana and the Cal ifornia Cities Financing Corporation (the "Corporation") and the Trust Agreement, dated as December 1, 1985, by and among First Interstate Bank of Cal ifornia, as trustee (the lITrusteell), the Corporation, Fontana and the Cities of Delano, Santa Monica and Thousand Oaks (the "Lesseesll); and (v) that the within-named Mayor has executed the Official Statement, dated December 19, 1985, pertaining to the Certificates of Participation executed and delivered this date by the Trustee pursuant to the Trust Agreement and the Cert if i cate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone &: Youngberg, Fontana, the Lessees, and aCknowledged by the Trustee and approved by the Corporation. . Dated: December 30, 1985 CITY OF FONTANA [S E A Ll . -2- . . . 12/23/85 JHHW:BDQ:GFB Z3044 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION OFFICER'S CERTIfICATE OF FONTANA The undersigned hereby state and certify: (1) that they are the duly appointed, qualified and acting Mayor and Ci ty Clerk, respect i ve 1 y, of th~ City of Fontana, a general 1 aw ci ty du ly organized and existing under the ~ aws of the State of Ca1 ifornia ("Fontana"); (ii) that they are each an "Authorized Officer" of Fontana, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of Oecember 1, 1985 (the "Trust Agreement"), by and among First Interstate Bank of California, as trustee (the "Trustee"), the California Cities Financing Corporation (the IICorporationll), Fontana and the Cities of Delano, Santa Monica and Thousand Oaks (the "Lesseesll); (iil) that, on ~3,198S the City Council of fontana duly adopted Resolution NO.8(.~l",", entitled UA Resolution Approving, Authorizing and Directing Execution of Certain Lease Financing Documents, Authorizing and Directing Execution of a Purchase Agreement, Approving a Pre1imina.ry Official Statement and Authorizi ng and Directing Certain Actions with Respect Thereto, II whi ch Resolution has not been amended, supplemented, rescinded or repealed and is in full force and effect as of the date hereof; (1v) that Fontana has duly authorized the execution, delivery and performance of the following agreements (herein collectively, the UAgreements"): (a} Trust Agreement, (b) Lease Agreement, dated as of December 1, 1985, by and between Fontana and the Corporation, (c) Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Fontana, the Lessees and approved by the Corporation and acknowledged by the Trustee; . . . (v) and that the covenants, representations, agreements and warranties of Fontana contained in the Agreements were true, complete and correct on and as of the date of the Agreements and are hereby reaffirmed on and as of the date hereof as if made on and at the date hereof; (vi) that none of the information or documents submitted to United States Fidelity and Guaranty Company in connection with the issuance of their financial guaranty bond contains any untrue or misleading statement of a material fact or fails to state a material fact required to be stated therein or necessary in order to make the statements contained therein, not misleading. Dated: December 30~ 1985 C ITV OF FONTANA [S E A L] May,or ( ~OlfWoAjJ 71Jd-~ . lJeputf City Clerk 0 - J I -2- . . . 12/23/85 JHHW:BDQ:GFB Z3039 $2s915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF FONTANA CITY ATTORNEY The undersigned hereby states and certifies: (i) that he ;s the City Attorney of the City of Fontana, a general law city duly organized and exist1"q under tile laws of the State of Califorma (UFontanaU), and as such, is famillar with the facts herein certified and is qualified and author1zed to certify the same; (ii) that, to the best of his knowledge and beliefs as based on and limited by the representations, statements a~d certificates furnished by Fontana officials having responsibilities with regard to the following: (a) no litigation is pendlng or threatened (i) to restrain or enjoin the payment of Lease Payments pledged under the Trust Agreement, dated as of December Is 1985 (the "Trust Agreementll), by and among First Interstate Bank of Callfornia as trustee (the llTrustee"), the Cal ifornia Cities Financing Corporation (the uCorporation"), Fontana and the Cities of Delano, Santa Monica and Thousand Oaks (the "Lessees"); (ii) in any way contesting or affecting the validity of the captioned Certificates of Participation, the Lease Agreement, dated as of December 1, 1985, by and between Fontana and the Corporation, the Certificate PUrchase Agreement, dated December 19, 1985, by and among Merri 11 Lynch Capi ta 1 Markets, Stone & Youngberg, Fontanas the Lessees and acknowledged by the Trustee and approved by the Corporation~ the Assignment Agreement, dated as of December I, 1985, by and between the Corporat i on and the Trustee, or the Trust Agreement; or (iil) in any way contestlng the existence or powers of the City; and (b) no event affecting Fontana has occurred since the date of the Off1c1a1 Statement relating to the Certificates of Parti c;pation, dated December 19, 1985 (the IIOffic; a 1 Statement"), which either makes untrue or incorrect in any material respect as of the date hereof any statement or 1nformation concerning Fontana contained in the Official . . . Statement or is not reflected in the Offlcial Statement but should be reflected therein in order to make the statements and ;nformatlon therein concerning Fontana not misleading in any material respect. Dated: December 30, 1985 C ITV OF FONTANA By ~~ ~r'i r,{~ -2- . . . 12/23/85 Z3048 JHHW:BOQ:GFB $2~915,OOO CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION. 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS~ CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF FONTANA FINANCE DIRECTOR The undersigned hereby states and certifies: (i) that he is the Finance Director of the City of Fontana. a general law city duly organized and existing under the laws of the State of California (IIFontanall); (ii) that he is an UAuthorized Officer" of Fontana, as such term is defined in Exhibit A to that certain Trust Agreement. dated as of December 1. 1985. by and among First Interstate Bank of California. as trustee. the California Cities Financing Corporation, Fontana and the Cities of Delano, Santa Monlca and Thousand Oaks (the "Lessees); (iii) that, as to the financial information and statistical data included in the Offici 41 Statement rel at;ng to the captioned Cert ifi cates of Participation.. dated December 19, 1985 (the IIOfficial Statement"), nothing has come to his attention which would lead him to believe that the material contained in the Official Statement relating to Fontana contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) that this certificate is executed pursuant to Section 6(d) (6) of the Certificate Purchase Agreement pertaining to the captioned Certificates of Participation. Dated: December 3D, 1985 CITY OF FONTANA By Brn; 1tJc ) t2ut . d Fi nance Oi rector . . . 12/23/85 JHHW:BDQ:GFB Z3166 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION AGREEMENT CONCERNING FINANCIAL STATEMENTS The undersigned hereby states and certifies that he is the City Manager of the City of Fontana ("Fontana") and as such, is familiar with the facts herein certified and is qualified and authorized to certify and execute the same. In consideration of United States Fidel ity & Guaranty Company IS C'USF&GII ) issuance of its financial guaranty bond for the benefit of the owners of the captioned Certificates of Participation. Fontana agrees so long as said Certificates are outstanding, to send to: USF&G Financial Security Company 601 Montgomery Street, Suite 1410 San Francisco. CA 94111 Attention: President a copy of each audited annual financial statement of Fontana within 30 days after its acceptance by Fontana. In Witness Whereof. this Agreement has been duly executed this 30th day of December, 1985. By 13050-5 JHHW:SSW:cmw December 17, 1985 December 27, 1985 GFB106 . $2,915,000 CERTIFICATES OF PARTICIPATION Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of THE CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS~ CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION (California) CERTIFICATE AS TO ARBITRAGE - CITY OF FONTANA I, the undersigned Finance Director of the City of Fontana, California (>>Fontana"), being the person duly charged, with others, with the responsibility for the del1very on behalf of Fontana of the Lease Agreement, dated as of December 1, 1985 (the II Lease Agreement "), by and between the California Cities Financing Corporation (the "Corporation") and Fontana, which Lease Agreement is being delivered this day, HEREBY CERTIFY that: . 1. The Lease Agreement is executed and delivered under and pursuant to the laws of the State of California to enable Fontana to lease a Police Information System and a Business Information System (the nproject") to be used for the governmental and proprietary functions of Fontana. Pursuant to the Lease Agreement, Fontana has agreed to lease the Project from the Corporation for a total principal cost of $1,800,000 and the Corporatlon has agreed to 1 ease the Project to Fontana. I n cons i derat i on of su ch 1 eas e , Fontana has agreed to make semi annua 1 lease payments (the II Lease Payments II) to the Corporation or its assignee, which Lease Payments include an interest component. 2. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the followlng with respect to the Lease Agreement and the proceeds thereof: (a) Pursuant to the Lease Agreement, the Corporation is required to deposit. or cause to be deposited on its behalf, with Seattle- First Interstate Bank of Cal,fornia. as trustee (the "Trustee"), the sum of $1,741,903.85 representing the proceedS of the sale of certificates of participation (see definition in subparagraph (b) below) allocable to Fontana. (b) Pursuant to a Trust Agreement. dated as of the Corporation has assigned its rights Payments to the Trustee and the Trustee has and de 1 i ver to the pu rchasers thereof December 1, 1985, to receive Lease agreed to prepare certlficates of . . participation (the "Certificates") evidencing undivided proportionate interests of the owners thereof in the Lease Payments to be made by Fontana, as well as undivided proportionate interests in the lease payments to be made by the Clties of Delano, Santa Monica and Thousand Qaks (the "Lesseesu), pursuant to lease agreements entered into by said Lessees with the Corporation, also dated as of December 1, 1985. Amounts allocable to Fontana which are recelved from the sa 1 e of the Cert if i cates will be depos ited by the Trustee in the respective accounts and in the respective amounts set forth in subparagraph (c) below. The Underwriters of the Certificates have represented that the Certificates will be sold to the public at par. (c) The proceeds which are allocable to Fontana from the sale of the Certlficates will be $1,741,903.85, representing the principal amount of the Lease Agreement ($1,800,000), less Underwriter's discount of $67,500, plus accrued interest from December 1, 1985 to the date hereof in the amount of $9,403.85. The Trust Agreement provides that of said amount, $53,368.75 will be deposited in the Capitalized Interest Subaccount of the Fontana Lease Payment Account; $225,000 wi 11 be depos i ted in the Fontana Reserve Account to be held to secure timely payment of the lease Payments; $B9,315.94 will be deposited in the Costs of Issuance Account to be used for print1ng, legal and other costs and expenses allocable to Fontana which are associated with the execution and delivery of the Lease Agreement and the Certificates; and the remaining $1,369,218.16 will be deposited in the Fontana Acquisition Account to be used to pay acquisition, construction and installation costs of the Project. The aforesaid proceeds of the sale of the Certlflcates, together with interest earnings thereon, will not exceed the amount necessary for the governrnenta 1 purposes of the Lease Agreement, namely the amount necessary to pay acquisition, construction and installation costs of the Project, to pay interest from December 1, 1985 through June 1, 1986, to estab 1 ish a reasonably requ ired reserve, and to pay costs of execution and delivery of the Lease Agreement and the Certificates. . . (d) Pursuant to the terms of the Lease Agreement, the Corporation has appointed Fontana as its agent for acquisition, constructlon and installation of the ProJect and Fontana wlll undertake acquisltion, construction and installation of the Project on behalf of the Corporation. Acquisition, construction and installation costs will be disbursed by the Trustee from the Fontana Acquisition Account. Fontana will enter into a contract for the acquisition of the ProJect wlthin 60 days. Acqulsition, construction and installation of the Project will proceed with due dil igence to completion. Completion of the Project ;s expected no later than March 1, 1986, and it is expected that the proceeds of the Certificates deposited 1n the Fontana Acquisition Account will be fully expended prior to said date. Amounts deposited 1n the Fontana -2- (e) Acquisition Account wlll be invested without yield restrictions for the period of time necessary to complete the Project but not to exceed three (3) years from the date hereof. The amounts all ocab 1 e to Fontana wh i ch are depos ited in the Costs of Issuance Account will be used to pay 1 ega 1 fees, printing costs and other costs and expenses allocable to Fontana and associated with the execution and del ivery of the lease Agreement and the Certiflcates, and it is expected that such amounts will be fully expended within six (6) months from the date hereof. Amounts deposlted in the Costs of Issuance Account will be invested without yield restrictions. The decision to date the Lease Agreement and the Certificates was dictated solely by the schedule of required acqulsition, construction and installation disbursements. Due diligence will be exercised in the expenditure of proceeds of the Certificates. . (f) . (g) The amount deposited in the Fontana Reserve Account ($225,000) is less than maximum annual lease Payments, 125% of average annual Lease Payments and 15% of net proceeds (as calculated in paragraph (c) above) received by Fontana. The undersigned has been advised by the underwriters of the Certificates and is of the opinlon that the establlshment of the Fontana Reserve Account in the aforesaid amount was a vital factor in marketing the Certificates and has determlned that sald amount is reasonably required. Said amount will be invested wlthout yield restrictions and investment earnings will be deposited in the Fontana Lease Payment Account and applied as a credlt against Lease Payments as due. (h) Lease Payments paid by Fontana will be deposited on a semlannual basis in the Fontana Lease Payment Account and will be transferred by the Trustee to the Certificate Payment Account and used by the Trustee to make semiannual payments due with respect to the Certificates. Prepayments of Lease Payments will be deposited in the Redemption Fund and will be used by the Trustee to pay amounts due upon redemption of the Certificates. The Fontana Lease Payment Account, the Certificate Payment Account and the Redemption Fund are being established prlmarily to achieve a proper matching of Lease Payments and payments due with respect to the Certificates in each year. Net proceeds from the sale of the Certificates and deposited in the Capitalized Interest Subaccount of the Fontana lease Payment Account, will be applied to the payment of interest due with respect to the Certificates from December 11 1985 through June 1, 1986. Moneys depos1ted in the Fontana Lease Payment Account, including the Capitalized Interest Subaccount I and in the Cert1ficate Payment ~ccount and the Redemption Fund will be depleted at least once a year, except for a reasonable carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one year's earnlngs on said Accounts and FundI respectlvelYI and all . -3- . . . (i ) moneys deposited in such Account and such Fund, respectively, will be spent within a thirteen month period beginning on the date of deposit. Amounts in sald Accounts, Subaccount and Fund will be invested without yield restrictions. Fontana will make Lease Payments from its general funds. Moneys in said general funds in excess of Lease Payments are not expected to be available to pay Lease Payments of Fontana and may be used for any lawful purpose of Fontana. Moneys in the genera 1 funds of Fontana do not cons t itute sink i ng fund moneys for Lease Payments and will be invested without yield restrictions. Except as otherwise set forth herein, no securities. obligations or funds have been pledged to, or made available for the payment of Lease Payments or the Certificates. (j) No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement funds) which have been otherwise committed to be used as a source of financing for any part of the cost of the Project and which have been or will be used to acquire directly or indirectly obligations or secunt;es producing a yield in excess of the yield of the Lease Agreement or the Certiflcates. (k) Net proceeds of insurance not used for repair or replacement of the Project w1ll be used for prepayment of Lease Payments (and redemption of the Certif1cates) pertaining to the Project. Moneys and net proceeds of insurance deposited into the Insurance and Condemnation Fund will, at such time as such moneys and net proceeds are not reasonably expected to be used for such repair or replacement, be depleted annually. except for a reasonable carryover amount not to exceed the greater of one-twelfth (1{12) of annual Lease Payments and one year1s interest earnings on said Fund and will be expended w1thin 13 months of rece1pt. Said moneys and net proceeds, if invested. will be invested without yield limitations. 3. Fontana has neither received notice that its Certificate as to Arbitrage may not be relied upon w1th respect to its obligations nor has it been advised that any adverse action by the Commissioner of Internal Revenue ;s contemplated. To the best of my knowledge, information and belief the expectations here1n expressed are reasonable and there are no facts, est1mates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. -4- . . . IN WITNESS WHEREOF. I have hereunto set my hand this 30th day of December. 1985. BY&- hi t&ut. /1rlnance Director V -c, ty of Fontana -5- . . . 12/23/85 JHHW:BDQ:GFB Z3049 $2,915,000 CERTIFICATES Of PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF ESSENTIAL USE To: California Cities Financing Corporation Re: Lease Agreement, dated as of December I, 1985, by and between the California Cities Financing Corporation and the City of Fontana, California (the "Lease Agreement") This certificate is delivered with respect to the use of the Project to be leased to the City of Fontana ("Fontana") under the captioned Lease Agreement. The Project will consist of the acquisition of a police information system and a business information system. The undersigned hereby represents that the use of the Project is essential to the proper, efficient, and economic operation of Fontana. Dated: December 3D, 1985 . . . PARRISH INSURANCE AGEN~~eMt ~/umee ( /' V& 8640 PHONr: ~ .......0 WHEEL.E~ ....VENUE 822.8053 December 30. 1985 FONT....NA CALIFORNI.... City Council of the C~ty of Fontana 8353 Sierra Avenue Fontana. California 92335 First Interstate Bank of California 707 Wilshire Boulevard Los Angeles. California 90017 Re: $2,915.000 Certificates of Part1c~pation California Cities Financing Corporation. 1985 Series E; The Certificates Evidence Proportionate Interests of the OWners Thereof in Lease Payments to be Made by One of More of the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California to the California Cities Financ1ng Corpration. Ladies and Gentlemen: We act as Insurance Agent for the City of Fontana ("Fontana"). regarding policy # MXX80083286 1ssued by Firemans Fund Insurance Company, and in that capacity have rev~ewed and are familiar with the requirements as to 1nSUrance pursuant to Article V of that certain Lease Agreement, dated December I, 1985, by and between Fontana and the California Cities Finarcing Corporation. In our opinion, the 1D8urance policy requ1red of Fontana by Sactio~ 504 of said Lease Agreement is presently in force and effect in all respcct3 i~ accordance wit~ said Section and Section 506 of ~u1~ L~aB~ Agreement. Evidence of such 1nsu~ance policy 18 attached hereto and by this =Bf~rence i~co=porated herein. Very truly yours. ~~~ Tom Rhodes TN l..." - F'CLI ~y NUr1K:;. ') 03 MX; 80v2~2tc F I f' [~' A f U I. T -" r-J ,-, " SuV~', ,__....n '1""' - - ~ 5ec" I DP! i .. -. - _ ~ ~ ~ I..~ . , , r d f- ~ .' "-r-l- ~ ., t.: 1_ . \l , ~ _ \,,1 _,# ... CI t r,::. i I .. J' ~:;.. : I'::' ,. 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(::...'-!~. ];1,:] th.:l M- Ar~D ~J~;~[SS PE~~"Gt~~ lUSH!!; ~'t S::'E.I;:S8f\11~!... :}'j~ HiES:: Ff:,J:., ,I.~-," ~i"!J rus lr~[S'; ;: _'. .(' JNriL ;:Jl: 1'1;.0' Ct\J "".L = i:':?_'Qio.i'='::... F E.R,~'CJ,.J~ll .c:',-.:c~: i: :-,1', ;. s.O:.'=:-.R.,- , F'RlJF t.F'j i r'f\(;}-Et-.''''r- , ~'~'']P~f.. ~- f.r;=(~:; ~: i;' r P;:;:Uf:'::.J.'l F 1-;, ~d- F- ;~: :- ANr ~:~.:': rJE. S:: FE. :".: G!~(- t el\ C'F i:. r:;. 7 ' AND ~U~rNES~ ~~RS~N~L D~~t:l I A~D B~Sl~lS~ PER!~~~L PRGrl~7 W Il -, F_-t:,1 D {\ P'"~ ~ , ,~ :: ~'~ ( :._ ,J ~ ~ 0 N :: - i , : I J ;,~...; :.. ~~:: ... t ~ ..::' 1 {" tr'. ';'j... ~ A - ---:~.. , {-1f'F L i:':'~' r:~ f "~i~ (\I~"': .) ',-" .... ~... "". r, "4 ~" L' ~ ~.... \j.... ...: 023 O:t..)( E....( . O:::~', ....~ ~.~ ~ ...~ ........J 0~; .1" ~ - \J #-_ C 12 _ '= () :i :~" E:t:;;' J i'" E :: S LC:C ~ 02~ r:r 026 0~? (I~~ (.~...-: ....if:;' -: tl ", 1'- , I\-E...: t' L.\. I-L~ -~-, J~-:-~; 1 . 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Ja<<& ~ 0/ RAGER & WINSTEAO A I....A.W CORF;lO~ATION. ....iOHN ....... c::tAGER ",NI!...'- A....... co WINSTe:;:.AD '" 0 DRAWe:R u 84'3 S I e:RRA AVe: N U e: FONTANA CA.LIFORNIA 92335-009;2 j714} 8a~.4445 December 30, 1985 ~1errl11 Lynch Capital Markets 400 South Hope Street, SUlte 2020 Los Angeles, Californla 90071 Stone & Youngberg One Cal~fornla Street San Franclsco, Cal~fornla 94111 Un~ted States Fldellty & Guaranty Company 601 ~ontgomery Street San Franclsco, Cal~fornla 94111 Re: $2,915,000 Cert~f~cates of Partlclpatlon Cal~fornla Cltles Flnanclng Corporatlon, 1985 Series E; The Cert1ficates EVloence Proportlonate Interests of the Owners Thereof 1n Lease Payments to be Made by One of Hare of the Cltles of Delano, Fontana, Santa Monica and Thousand Oaks, Cal1fornla to the Callfornia Citles Flnanc1ng Corporatlon. Ladles and Gentlemen; I am the Clty Attorney for the C1ty of Fontana, Callforn1a ("Fontana"), and ln that connectlon I have examlned certaln re- cords reflectlng the act10ns taken by Fontana ?erta1nlng to the authorlzatlon, executlon and dellvery by Fontana of the followlng documents: (a) Trust Agreement, dated as of Decernoer 1, 1985 (the "Trust .Zl.greernent"), by and among Flrst Interstate Bank of Call- fornla, as trustee (the "Trustee"), Cal1for~la Clt1es Flnanclng Corporatlon (the "Corporatlon"), Fontana and the C1tles of Delano, Santa Monlca and Thousand Oaks (the "Lessees"); (b) Lease Agree:r:1ent, dated as of December 1, 1983 (the "Lease Agreement"), by and ~et'.....een the Corporatlon and FO:J.tana; {cl CertlI1cate Purchase Agreement, dated Decernner 19, 1985 (the "Purchase Agreer.lent"), by and among :'-1er:::-111 Lynch Cap1tal Markets, Stone & Youngberg, Fonta~a, the Lessees . . . and acknowledged by the Trustee anc approved by the Corporatlon; and (d) Off~cial Statement relating to the captioned Certlfi- cates of Partic1pat~on, dated December 19, 1985 (the "Offlclal State~ent"). Based upon such examlnatlon, I am of the oplnlon that: (i) Fontana 1S a munic1pal Corporat1on and general law city, duly organized and validly exist1ng under the laws of the State of Californla; (il) the Official Statement has been duly authorlzed, executed and delivered by Fontana and the inrormat1on therein as to Fontana and Fontana's obl1gat1ons under the Trust Agreement and the Lease Agreement lS correct and does not ornlt any state- ment which, in my opin1on, should be included or referred to therein: (111) t~e resolutlon of Fontana approv1ng and authorl- zing the executlon and dellvery of the Offical Statement, the Trust Agreement, the Lease Agreement and approvlng the Purchase Agreement was duly adopted at one or more meetlngs of the Clty Counc1l of ffontana WhlCh ~vere called and held pursuant to law and wlth all publlC notlce requlred by law and a~ which a quoru~ was present and actlng throughout; (lV) there lS no act~on, SUlt, proceed~ng or ~nvestlga- tion at law or ~n equlty before or by any court, publ~c board or body, pendlng or, to the best of my knowledge, threatened aga~nst or affect~ng Fontana, to restrain or en]Oln the payment of the Lease Payments under the Lease Agreement or In any way contestlng or affectlng the validlty of the Trust Agreement or the Lease Agree~ent whereln an unfavorable dec1slon, rullng or flndlng would adversely affect the valldlty and enforceablllty or Fontanals ob- llgat~ons under the Trust Agreement or the Lease Agreement; (v) the executlon and del~very of the Trust Agreement, the Lease Agreement and the Purchase Agreement, and compl1ance wlth the prOV1Slons thereof, under the Clrcuffistances contenplated thereby, do not and wlll not ln any mater1al respect conflict wlth or con- stltute on the part of ~ontana a breach of or default under any materlal agreement or other lnstr~~ent to WhlCh Fontana 1S a party or by WhlCh lt lS bound or any eXlstlng law, regulat10n, court order or consent decree to Wh1Ch Fontana 1S subject; (Vl) the Trust Agreement, the Lease Agreement and the Purchase Agreement have been duly author1zed, executed and de- livered by Fontana, and constltute legal, valld and blndlng agree- ments of Fontana enforceable 1n accordance w~th thelr respectlve terns, except as the enforcement thereof ~ay be Ilffiltec by bank- ruptcy, lnso1vency, the a?pllcatlon of equltable ?rlIlCl?les where appropr~ate or other laws affect~ng the enforcement of cred1tors' rlghts generallYi . . . (v~~) no author~zat~on, approval, consent, or other order of the state of Cal1tornia or any other govenmental Author1ty or agency wlth1n the State of Callfornla 15 requlred for the valld author1zatlon, execut10n and delivery of the Trust Agreement, the Lease Agreement, the Off1c1al Statement or the Purchase Agreement; and (Vill) the representations and warrantles of Fontana as set forth ln the Purchase Agreement are, as to all matters of law and after reasonable investigatlon, true and accurate at and as of the date hereof as though made on the date hereof; and such re- presentation and warranties are, as to all other matters, true and accurate to the best of my knowledge at and as of the date hereof as though made on the date hereof except fo~ the stat~s- t1cal and other flnanclal data 1ncluded therein, as to WhlCh I express no opin1on. rSi JMR!Jw . . . 12/23/85 JHHW:BDQ:GFB Z3061 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY OF SANTA MONICA The undersigned hereby state and certify: (i) that we are the duly elected or appointed, qualified and acting Mayor and City Clerk, respectively, of the City of Santa Monica C1Santa Monica"}, and as such, are famil iar with the facts herei n certified and are authorized to certify the same; (ii) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City Council of Santa Monica, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names; Date of Date of Beginning of Ending of Member Current Term Current Term Christine E. Reed Apri 1, 1975 November, 1986 William H. Jennings April, 1979 November, 1986 James P. Conn April, 1981 November, 1988 Oavid G. Epstein April, 1983 November, 1986 Alan Katz October. 1985 November, 1986 Herbert Katz November. 1984 November, 1988 Dennis lane April, 1981 November, 1988 (1ii) that the signatures set forth opposite the names of the following persons are the true and correct specimens of. or are. the genuine signatures of such persons: Name Title ) ;1 / I.. . V ~ '.Iv V - I William H. Jennings, Mayor Pro Tempore Name Title Signature . John Jalili City Manager .H~L' Charles Michael Dennis Finance Director et.Jc. '11'_1 Robert M. Meyers City Attorney ~ \.-. L-- D~- - Ann Shore City Clerk 0--.- ~.~. . (iv) that the within-name~i~aye~a~:~~~ecuted and the within-named City C1 erk has attested the Lease Agreement t dated as of December 1 t 1985 t by and between Santa Monica and the California Cities Financing Corporation (the lICorporat i onll) and the Trust Agreement, d~ted as December 1, 1985, by and among First Interstate Bank of Ca1 iforni a, as trustee (the "Tru!l..teell), the Corporation, Santa Monica and the Cities of Delano, Fontana and Thousand Oaks -- n (the "Lesseesll); and (v) that the withln-named ~M~~~geex~cuted the Official Statement, dated December 19, 1985, pertaining to the Certificates of Participation eXEcuted and delivered this date by the Trustee pursuant to the Trust Agreement and the Cert ifi cate Purchase Agreement, dated December 19 t 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Santa Monica, the Lessees, and acknowledged by the Trustee and approved by the Corporation. Dated: December 30, 1985 CITY OF SANTA MONICA By J4 J L-e-. '-~ '" City Manager ($- E A l] , ' By L.~~~ City Clerk . -2- . . . 12/30/85 JHHW:BOQ:GFB Z3062 $2,915,000 CERTIFICATES OF PARTrCIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION OFFICER'S CERTIFICATE OF SANTA MONICA The undersigned hereby state and certify: (i) that they are the duly appointed, qualified and acting City Manager and City Clerk, respectively, of the City of Santa Monica, a chartered city duly organized and existing under the laws of the State of California ("Santa Monicall); (ii) that they are each an nAuthorized Officer" of Santa Monica, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985 (the IlTrust Agreementl'), by and among First Interstate Bank of California, as trustee (the IITrusteell), the California Cities Financing Corporation (the "Corporationll), Santa Monica and the Cities of Delano, Fontana and Thousand Oaks (the IlLessees"); (iii) that, on November 26, 1985, the City Council of Santa Monica duly adopted Resolution No. 7122(CCS) entitled "A Resolution Approving, Authorizing and Dlrecting Ex.ecution of Certain Lease Financing Documents, Authorizing and Directing Execution of a Purchase Agreement, Approving a Preliminary Officlal Statement and Authorizing and Directing Certain Actions with Respect Thereto~1l which Resolution has not been amended, supplemented, rescinded or repealed and is in full force and effect as of the date hereof; (iv) that Santa Monica has duly authorized the execution, delivery and performance of the following agreements (herein collectively, the "Agreementsll): (a) Trust Agreement (b) Lease Agreement~ dated as of December 1, 1985, by and between Santa Monica and the Corporation (c) Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Santa Monica, the Lessees and approved by the Corporation and acknowledged by the Trustee; . . . (v) and that the covenants, representations, agreements and warranties of Santa Monica contained in the Agreements were true, complete and correct on and as of the date of the Agreements and are hereby reaffirmed on and as of the date hereof as if made on and at the date hereof; and (vi) that none of the information or documents submitted to United States Fidelity and Guaranty Company in connection with the issuance of their financial guaranty bond contains any untrue or misleading statement of a material fact or fails to state a rnateria1 fact required to be stated therein or necessary in order to make the statements contained therein, not misleading. Dated: December 30, 1985 CITY OF SANTA MONICA 8y ~ 7---4 L~ - '.j -- -v ~- City Manager [$ E A L] l2n ~~~. City Clerk --q By -2- . . . $2,915,000 Certificates of Participation CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the OWners Thereof in Lease Payments to be Made by the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFOlUUA TO THE CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF SANTA MONICA CITY ATTORNEY The undersigned hereby states and certifies: (i) That he is the City Attorney of the City of santa Monica, a Charter City and a municipal corporation duly organized and existing under the laws of the State of California and the City Charter ("Santa Monica"), and as such, is familiar with the facts herein certified and is qualified and authorized to certify the same; (ii) That, to the best of his knowledge and belief, as based on and limited by the representations, statements, and certificates furnished by Santa Monica officials having responsibilities with regard to the following: (a) No litigation is pending or threatened (i) to restrain or enj oin the payment of the Lease Payments pledged under the Trust Agreement, dated as of December 1, 1985 (the "Trust Agreement"), by and among First Interstate Bank of California as trustee (the "Trustee") / the California Cities Financing Corporation (the "Corporation"), santa Monica and the cities of Delano, Fontana and Thousand Oaks (the "Lessees"); (ii) in any way contesting or affecting the validity of the captioned certificates, the Lease Agreement, dated as of December 1, 1985, by and between Santa Monica and the Corporation, the Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Cap! tal Markets, stone & Youngberg / Santa Monica, the Lessees and acknowledged by the Trustee and approved by the Corporation, the Assignment Agreement, dated as of December 1, 1985, by; the between the corporation and the Trustee, or the Trust Agreement; or (iii) in any way contesting the existence or powers of Santa Monica; and (b) No event affecting Santa Monica has occurred since the date of the Official statement relating to the Certificates, dated December 19, 1985 (the "Official statement"), which either makes untrue or incorrect in any material respect as of the date hereof any statement or information concerning Santa Monica contained in the Official statement or which is not in the - 1 - . . . Official Statement but should be reflected therein in order to make the statements and information therein concerning Santa Monica not misleading in any material respect. Dated: December 30, 1985. (1..".r1' ~ "-. ~ ROBERt M. MYERS city Attorney CITY OF SANTA MONICA ~ ----- U LMDl13jhpw - 2 - 12/23/85 JHHW:BDQ:GFB Z3064 . $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION. 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF SANTA MONICA FINANCE DIRECTOR The undersigned hereby states and certifies: (i) that he is the Finance Director of the City of Santa Monica, a chartered city duly organized and existing under the laws of the State of Californla ("Santa Monica"); (ii) that he ;s an "Authorized Officerll of Santa Monica, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985, by and among First Interstate Bank of California, as trustee, the California Cities Financing Corporation, Santa Monica and the Cities of Delano, . Fontana and Thousand Oaks (the "Lessees II); (iii) that, as to the financial information and statistical data included in the Official Statement, dated December 19, 1985, pertaining to the captioned Certificates of Participation (the "Official Statement"), nothing has come to his attention which would lead him to believe that the material contained in the Official Statement relating to Santa Monica contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) that this certificate is executed pursuant to Section 6{d)(6) of the Certificate Purchase Agreement pertaining to the captioned Certificates of Participation. Dated: December 30, 1985 CITY OF SANTA MONICA By <lei /- , .IF...- ....~ / ~.?-1 f .~ _ _" ._~'> /'. , :/..... Finance Director . . . . 12/24/85 JHHW:BOQ:GFB Z3167 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION AGREEMENT CONCERNING FINANCIAL STATEMENTS The undersigned hereby states and certifies that he is the City Manager of the City of Santa Monica ("Santa Monica") and as such, is familiar with the facts herein certified and is qualified and authorized to certify and execute the same. In consideration of United States Fidelity & Guaranty Company's (lIUSF&GU) issuance of its financial guaranty bond foY'" the benefit of the owners of the captioned Certificates of Participation, Santa Monica agrees so long as said Certificates are outstanding, to send to: USF&G Financ1al Security Company 601 Montgomery Street, Suite 1410 San Francisco, CA 94111 Attention: President a copy of each audited annual financial statement of Santa Monica within 30 days after its acceptance by Santa Monica. In Witness Whereof9 this Agreement has been duly executed this 30th day of December, 1985. CITY OF SANTA MONICA By J:L: _-L~ 'J City Manager . . . 13050-5 December 17, 1985 December 27, 1985 JHHW:SSW:cmw GFB107 $2,915,000 CERTIFICATES OF PARTICIPATION Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of THE CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIfORNIA to the CALIFORNIA CITIES FINANCING CORPORATION (California) CERTIFICATE AS TO ARBITRAGE - CITY OF SANTA MONICA I. the undersigned Finance Director of the Clty of Santa Monica. Cal1fornia ("Santa MonicaU), being the person duly charged, with others, with the responsibility for the delivery on behalf of Santa Monica of the Lease Agreement. dated as of December I, 1985 (the "Lease AgreementU). by and between the California Citles Financing Corporation (the "Corporation") and Santa Monicd, which Lease Agreement is being delivered this day, HEREBY CERTIFY that: 1. The Lease Agreement is executed and delivered under and pursuant to the laws of the State of California to enable Santa Momea to lease a fire truck (the "Project") to be used for the governmental and proprietary functions of Santa Monica. Pursuant to the Lease Agreement, Santa Monica has agreed to lease the Project from the Corporation for a total principal cost of $370.000 and the Corporation has agreed to lease the Project to Santa Monica~ In consideration of such lease, Santa Monica has agreed to make semiannual lease payments (the uLease Payments") to the Corporation or its assignee, which Lease Payments include an interest component~ 2. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Lease Agreement and the proceeds thereof: (a) Pursuant to the Lease Agreement, the Corporation is required to deposit, or cause to be deposited on its behalf, with Seattle- First Interstate Bank of California, as trustee (the UTrustee"), the sum of $358,146.94 representing the proceeds of the sale of certiflcates of participation (see definition in subparagraph (b) below) allocable to Santa Monica. (b) Pursuant to a Trust Agreement. dated as of December 1, 1985, the Corporation has assigned its rlghts to receive Lease Payments to the Trustee and the Trustee has agreed to prepare and deliver to the purChasers thereof certlficates of . part1cipation (the "Certificates") evidencing und1vided proportionate interests of the owners thereof in the Lease Payments to be made by Santa Monica, as well as undivided proportionate interests in the lease payments to be made by the Cities of Delano, Fontana, and Thousand Oaks (the "Lessees"), pursuant to lease agreements entered 1nto by said Lessees with the Corporation, also dated as of December 1, 1985. Amounts allocable to Santa Monica which are received from the sale of the Certificates will be deposited by the Trustee in the respective accounts and 1n the respective amounts set forth in subparagraph (c) below. The Underwriters of the Certificates have represented that the Cert ifi cates will be so 1 d to the public at par. (c) The proceeds which are allocable to Santa Monica from the sale of the Certificates will be $358,146.94, representing the principal amount of the Lease Agreement ($370,000), less Underwriter's discount of $13,875, plus accrued interest from December 1, 1985 to the date hereof in the amount of $2,021.94. The Trust Agreement provides that of sald amount, $6,275 will be deposited in the Capital ized Interest Subaccount of the Santa Monica Lease Payment Account; $46,250 will be deposited in the Santa Mon1ca Reserve Account to be held to secure tlmely payment of the Lease Payments; $23~039.06 will be deposited in the Costs of I ssuance Account to be u sed for pri nt i ng, 1 ega 1 and other costs and expenses all ocab 1 e to Santa Mon i ca wh i ch are associ ated with the execution and de 1 i very of the Lease Agreement and the Certificates; and the remalning $282,582.88 will be deposited in the Santa Monica Acquisition Account to be used to pay acquisition and installation costs of the Project. The aforesaid proceeds of the sale of the Certificates, together with interest earnings thereon, will not exceed the amount necessary for the governmenta 1 purposes of the Lease Agreement, namely the amount necessary to pay acquisition, constructlon and installation costs of the Project, to pay interest from December 1, 1985 through March 1, 1986, to estab 1 ish a reasonab 1y requ i red reserve, and to pay costs of execut i on and de 1 i very of the Lease Agreement and the Certificates. . . (d) Pursuant to the terms of the Lease Agreement, the Corporat i on has appointed Santa MOOlca as its agent for acquisition and i nsta 11 at i on of the Project and Santa Mon i ca wi 11 undertake acquisition and installation of the Project on behalf of the Corporation. Acqulsitlon, construction and instal1atlon costs will be disbursed by the Trustee from the Santa Monica Acquisition Account. Santa Monica has entered into a purchase contract, which contract exceeds $100,000. Santa Monica is bound by said contract to commence and complete the Project. AcquiSition and installation of the Project will proceed with due diligence to completion. Completion of the Project is expected no later than sixty (60) days from the date hereof, and it is expected that the proceeds of the Certificates deposited in the Santa Monica Acquisition Account will be fully -2- . expended pr; or to said date. Amounts depos ited in the Santa Monica Acquisitlon Account will be invested without yield restrictions for the period of time necessary to complete the Project but not to exceed three (3) years from the date hereof. (e) The amou nts all ocab 1 e to Santa Mon i ca wh i ch are depos i ted in the Costs of Issuance Account will be used to pay legal fees~ printing costs and other costs and expenses allocable to Santa Mon; ca and associ ated with the execut i on and deli very of the Lease Agreement and the Certificates. and it lS expected that such amounts will be fully expended within six (6) months from the date hereof. Amounts deposlted in the Costs of Issuance Account will be invested without yield restrictions. The decision to date the Lease Agreement and the Certificates was dictated solely by the schedule of required acquisition~ construction and installation disbursements. Due diligence will be exercised in the expenditure of proceeds of the CertHi cates. (f) . (g) The amount deposited in the Santa Monica Reserve Account ($46.250) is less than maximum annual Lease Payments, 125% of average annual Lease Payments and 15% of net proceeds (as calculated in paragraph (c) above) received by Santa Monica. The undersigned has been advised by the underwriters of the Certificates and is of the opinion that the establishment of the Santa Monica Reserve Account in the aforesaid amount was a vital factor in marketing the Certificates and has determined that said amount is reasonably required. Said amount will be invested without yield restrictions and lnvestment earnings will be deposited in the Santa Monica Lease Payment Account and applied as a credlt against Lease Payments as due. (h) Lease Payments paid by Santa Mon i ca wi 11 be depos ited on a semiannual basis in the Santa Monica Lease Payment Account and will be transferred by the Trustee to the Certificate Payment Account and used by the Trustee to make semiannual payments due with respect to the Certificates. Prepayments of Lease Payments will be deposited in the Redemption Fund and will be used by the Trustee to pay amounts due upon redemption of the Certificates. The Santa Monica Lease Payment Account~ the Cert i fi cate Payment Account and the Redempt 1 on Fund are bei ng established pnmarily to achieve a proper matching of Lease Payments and payments due with respect to the Certificates in each year. Net proceeds from the sale of the Certificates and deposited in the Capitalized Interest Subaccount of the Santa Monica Lease Payment Account, will be applled to the payment of interest due with respect to the Certificates from December 1. 1985 through the date hereof. Moneys deposi ted in the Santa Monica Lease Payment Account. including the Capitalized Interest Subaccount, and in the Certificate Payment Account and the Redemption Fund will be depleted at least once a year, except for a reasonab 1 e carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one . -3- . . . year I S earni ngs on said Accounts and Fund, respect i ve 1 y, and all moneys deposlted in such Account and such Fund, respectively, will be spent within a thirteen month period beginning on the date of deposit. Amounts in said Accounts, Subaccount and Fund will be invested without yie1d restrictions. (i) Santa Monica will make Lease Payments from its general funds. Moneys in said general funds in excess of Lease Payments are not expected to be available to pay Lease Payments of Santa Monica and may be used for any lawful purpose of Santa Monicd. Moneys in the general funds of Santa Monica do not constitute slnklng fund moneys for Lease Payments and will be invested without yield restrictions. Except as otherwise set forth herein, no securities, obligations or funds have been pledged to, or made available for the payment of Lease Payments or the Certificates. (j) No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement fundS) which have been otherwi se committed to be u sed as a source of f i nanc i ng for any part of the cost of the Project and which have been or will be used to acquire directly or indirectly obligations or securities producing a yield in excess of the yield of the Lease Agreement or the Certificates. (k) Net proceeds of insurance not used for repair or replacement of the Project will be used for prepayment of Lease Payments (and redemption of the Certificates) pertaining to the Project. Moneys and net proceeds of insurance deposited lnto the Insurance and Condemnation Fund wi1l9 at such time as such moneys and net proceeds are not reasonably expected to be used for such repair or replacement, be depleted annually, except for a reasonable carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one year's interest earnings on said Fund and will be expended with,n 13 months of receipt. Said moneys and net proceeds, if invested, will be invested without Yleld limitatlons. 3. Santa Monica has neither received notice that its Certificate as to Arbitrage may not be relied upon with respect to its obligations nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge, information and bel ief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. -4- . . . r N WITNESS WHEREOF. I have hereunto set my hand th i s 30th day of December, 1985. By f-f ~/ A. - f(,. - - /7)~ ------ Finance Director City of Santa Monlca -5- . . . 12/23/85 JHHW:80Q:GFB Z3065 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES 0 THe Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITY OF SANTA MONICA, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF ESSENTIAL USE To: California Cities Financing Corporation Re: Lease Agreement, dated as_ of December 1, 1985 by and between the California Cities Financing' Corporation and the Cit} of Santa Monica, ....Ca 1 Harnia (the "Lease Agreementll) This certificate is delivered with respect to the use of the Project to be leased to the City of Santa Monica ("Santa Monica") under the captioned Lease Agreement. The Project wil' consist of the acquisition of a Seagrave 100 foot tractor/trailer aerial ladder fire truck. The undersigned hereby represents that the use of the Project is essential to the proper, efficient, and economic operation of Santa Monica. Dated: December 30, 1985 CITY OF SANTA MONICA By _/~ ~~~ ci ':fy i.ianager- CITY OF SANTA MONICA CALIFORNIA P.O. Box 2200, Santa Monica. California 90406-2200 Director of Finance December 26, 1985 Brian D. Quint, Esq. Jones Hall Hill & White Fourth Enbarcadero Center suite 1950 San Francisco, CA 94111 Re: California Cities Financing corporation, certificates of Particiaption, 1985 Series E Dear Mr. Quint: As requested in your letter of December 24, 1985, enclosed are the following documents: . (a) Eight originally executed copies of Trust Agreement signature page (b) Eight originally executed copies of Lease Agreement signature page (c) Ten copies of originally executed copies of Incumbency and Signature Certificate (d) Eight originally executed copies of the Officer's certificate signature page (e) Eight originally executed copies of the Certificate of City Attorney (f) Nine originally executed copies of the Certificate of Finance Director (g) Eight originally executed copies of the Agreement concerning Financial statements (h) Eight originally executed copies of the Certificate as to Arbitrarge signature page (i) Eight originally executed copies of the certificate of Essential Use . - 1 - . . . (j) six certified copies of the city Resolution No. 7122 (11/26/85). This resolution authorizes the City Manager to execute various documents necessary to complete the lease-purchase of the City'S fire truck (k) Six originally executed copies of the Opinion of the City Attorney. We will not be requesting any disbursement of proceeds at this time as delivery and acceptance of the new fire truck is not expected until approximately March 1, 1986. We understand that submission to you of six originallY executed copies of a letter from the City'S insurance representative is not necessary as we are self-insuring for liability (paragraph 503 of Lease Agreement) and rental interruption (paragraph 505 of Lease Agreement), and that fire and extended coverage insurance (paragraph 504 of Lease Agreement) will be effectated upon delivery and acceptance of the new fire truck. If you require further information concerning our self-insurance for liability and rental interruption, please call me. Very truly yours, &~~.- C.M. Dennis City Controller/Dirt of Finance CMD:g:bquint Enclosures cc: John Jalili, City Manager Robert M. Myers, city Attorney - 2 - ~, "F -....., ~1T" -"""'\ r.: l-1.L L "-.-. . ,~ .... NT"I A ~ -4;\1-" A "' T /-~ -.... --r-r"~ \ {\ 11 f '\," rl ( i :\ i \; \ i: >J J -\ i~ -'-- ~. ............ 1 -'- '"--, _ ...i.. ~ 'Lf 1- .........1-,.... Tl ' '--- ~-"- 1 - ,--' 1.'- ~'\, l.L..l.... -: -) r ' j(~ ~ '. ~I ~ -=-:! ~- ~_ : r ~ \ -r-T \) R' [- "\ ..... .. I ... ";' j. ...... I II.:.. _ ... : . ~ ._~ I I: December 30, 1985 ~. - 8 3 36 Merrill Lynch Capital Markets 400 South Hope street, suite 2020 Los Angeles, California 90071 Stone & Youngberg One California street San Francisco, California 94111 United States Fidelity & Guaranty company 601 Montgomery Street San Francisco, California 94111 . Re: $2,915,000 Certificates of Participation, California cities Financing Corporation, 1985 Series E; The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of the cities of Delano, Kerman, Santa Monica, and Thousand Oaks, California to the California Cities Financing Corporation Ladies and Gentlemen: I am the city Attorney for the city of Santa Monica, California (hereafter "Santa Monica") and in that connection I have examined certain records reflecting the actions taken by Santa Monica pertaining to the authorization, execution, and delivery by Santa Monica of the following documents: (a) Trust Agreement, dated as of December 1, 1985 (hereafter "Trust Agreement " ) I by and among First Interstate Bank of California, as trustee (hereafter "Trustee"), California Cities Financing corporation (hereafter "corporation"), Santa Monica and the cities of Delano, Fontana, and Thousand Oaks, California (hereinafter the "Lesseesll). (b) Lease Agreement, dated as of December 1, 1985 (hereafter "Lease Agreement"), by and between the Corporation and Santa Monica. . - '. I ~ "'- ., 1. I ':'-," :\'",-;-\ \i;"",', __ ' '- . . . December 30, 1985 Page 2 (e) Certificate Purchase Agreement, dated December 19, 1985 (hereafter "Purchase Agreement"), by and among Merrill Lynch capital Markets, stone & Youngberg, Santa Monica, the Lessees, and acknowledged and approved by the Corporation and the Trustee. (d) Official Statement, relating to the captioned certificates of participation dated December 19, 1985 (hereafter "Official statement"). Based upon such examination, I am of the opinion that: (i) Santa Monica is a municipal corporation duly organized and validly existing under the laws of the State of California and its Charter; (ii) The Official statement has been duly authorized, executed, and delivered by Santa Monica and the information therein as to Santa Monica and Santa Monica's obligations under the Trust Agreement and the Lease Agreement is correct and does not omit any statement which, in my opinion, should be included or referred to therein; (iii) The resolution of Santa Monica approving and authorizing the execution and delivery of the Official Statement, the Trust Agreement, the Lease Agreement, and approving the Purchase Agreement was duly adopted at one or more meetings of the city council of Santa Monica which were 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; (iv) There is no action, suit, proceeding, or investigation at law, or in equity, before or by any court, public board or body, pending or, to the best of my knowledge, threatened against or affecting santa Monica, to restrain or enjoin the payment of the Lease payments under the Lease Agreement or in any way contesting or affecting the validity of the Trust Agreement or the Lease Agreement wherein an unfavorable decision, ruling, or finding would adversely affect the validity and enforceability of santa Monica's obligations under the Trust Agreement or the Lease Agreement; (v) The execution and delivery of the Trust Agreement and the Lease Agreement and the Purchase Agreement, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of Santa Monica a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order, or consent decree to which Santa Monica is subject: . . . December 30, 1985 Page 3 (vi) The Trust Agreement, the Lease Agreement, and the Purchase Agreement have been duly authorized, executed and delivered by Santa Monica, and constitute legal, valid, and binding agreements of Santa Monica enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, the application of equitable principles where appropriate, or other laws affecting the enforcement of creditors' rights generally; (vii) No authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of california is required for the valid authorization, execution, and delivery of the Trust Agreement, the Lease Agreement, the Official Statement, or the Purchase Agreement~ and (viii) The representations and warranties of Santa Monica as set forth in the Purchase Agreement are, as to all matters of law and after resonable investigation, true and accurate at and as of the date hereof as though made on the date hereof; and such representation and warranties are, as to all other matters, true and accurate to the best of my knowledge at and as of the date hereof as though made on the date hereof, except for the statistical and other financial data included therein as to which I express no view. Respectfully submitted, \l-v~ '---. '- -0 ~ ROBERT M. MYERS City Attorney LMLl12jhpw . . . 12/23/85 Z3069 JHHW:BCQ:GFB $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY OF THOUSAND OAKS The undersigned hereby state and certify: (i) that they are the duly elected or appointed, qualified and acting Mayor and City Clerk, respectively, of the City of Thousand Oaks ("Thousand Oaks"), and as such, are familiar with the facts herein certified and are authorized to certify the same; (ii) that the following are now, and have continuously been since the dates of beginning of their respective current terms of office shown below, the duly elected, qualified and acting councilmernbers of the City Council of Thousand Oaks, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names; Member Date of Beginning of Current Term Date of Ending of Current Term Alex Fiore Lawrence E. Horner Frank Schi 110 Lee Laxda 1 Madge l. Schaefer April, 1982 April, 1982 November, 1984 November, 1984 April, 1982 November, 1986 November, 1986 November, 1988 November, 1988 November, 1986 (iii) that the signatures set forth opposite the names of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons: Name Title Alex Fiore aL~p City Manager~/~~~~~~ Mayor Grant R. Brimhall . . . Name Title ~i!lnature /'1 ' , ( -, / I ~-~ ., !~ '.-{ - / / J// / 1. . . <- ....,... v r ' '/ - /4 ~. 1r u \, I_ . 111" ,. ~J-..P,--.~ Robert Biery Finance Director Mark A. Se 11 ers City Attorney (Acting) .MICH."::!.. IJ MARTELLO 71?<<Ur;#. {).d~ ~ Nancy A. Di 11 on City C1 erk , I '- (iv) that the within-named Mayor has executed and the within-named City Clerk has attested the lease Agreement~ dated as of December 1~ 1985~ by and between Thousand Oaks and the California Cities Financing Corporation (the uCorporation")~ the Site and Facility Lease, dated as of December 1, 1985~ by and between Thousand Oaks and the Corporation and the Trust Agreement, dated as December 1, 1985, by and among First Interstate Bank of California, as trustee (the "Trustee"), the Corporation, Thousand Oaks and the Cities of Delano, Fontana, and Santa Monica; and (v) that the within-named Mayor has executed the Official Statement, dated December 19, 1985, pertaining to the Certificates of Participation executed and delivered this date by the Trustee pursuant to the Trust Agreement and the Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Thousand Oaks, the Lessees and acknowledged by the Trustee and approved by the Corporation. Dated: December 30, 1985 CITY OF THOUSAND OAKS By O~io~ [5 E A LJ '71t2db#-9fl t4J~ ) L t7 City Clerk By -2- . . . 01/10/86 JHHW:BDQ:GFB Z3070 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates EVldence Proportlonate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION OFFICER'S CERTIFICATE OF THOUSAND OAKS The underslgned hereby state and certify: (i) that they are the duly appointed, qualified and actlng Mayor and City Clerk, respectlVely, of the City of Thousand Oaks, a general law city duly organized and existing under the laws of the State of California ("Thousand Oaks"); (ii) that they are each an "Authorlzed Offlcer" of Thousand Oaks, as such term is defined in Exhibit A to that certaln Trust Agreement, dated as of December 1, 1985 (the "Trust Agreement"), by and among First Interstate Bank of California, as trustee (the "Trustee"). the California Citles Financing Corporation (the "Corporatlon"), Thousand Oaks and the Cities of Delano, Fontana and Santa Monlca; (iii) that, the City Council of Thousand Oaks has duly adopted the following resolutions, which resolutions have not been amended. modlfled, supplemented or rescinded and remain in full force and effect on the date hereof: (a) Resolution No. 85-240, "A Resolution of the City of Thousand Oaks Authorizing the Issuance of Bonds for the Purpose of Financlng the Acqulsition and Constructlon of Community Facilities by the Conejo Valley Chamber of Commerce and Providing Other Matters Properly Re 1 at i n9 Thereto (Communlty Information Center ProJect), adopted September 24, 1985, (b) Resolution No. 85-316, IIResolution of the City Council of the City of Thousand Oaks Relating to the Execution of a Lease Agreement Providlng for the Constructlon of a Chamber of Commerce Facility and Relating to a Public Hear1ng 1n Connection Therewithll, adopted December 26, 1985, and (c) Resolution No. 85-292~ "A Resolution Approving~ Authorizing and Directing Execution of Certain Lease Financing Documents~ Authorizing and Directing Execution of a Purchase Agreement, Approving a Preliminary Officlal Statement and Authorlzing and Dlrecting Certain Actions with Respect Thereto," adopted December 3, 1985~ . . . (iv) that Thousand Oaks has duly authorized the execution, delivery and performance of the fo 11 owi ng agreements (here; n collect lYe 1 y, the II Agreements II) : (a) Trust Agreement, (b) Site and Facility Lease, dated as of December 1, 1985, by and between Thousand Oaks and the Corporatlon, (c) Lease Agreement, dated as of December 1, 1985, by and between Thousand Oaks and the Corporation, (d) Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Thousand Oaks, the Lessees and approved by the Corporation and acknowledged by the Trustee; (v) and that the covenants, representations, agreements and warranties of Thousand Oaks contained in the Agreements were true, complete and correct on and as of the date of the Agreements and are hereby reaffirmed on and as of the date hereof as if made on and at the date hereof; (vi) that none of the information or documents submitted to United States Fidelity and Guaranty Company in connection with the issuance of their financial guaranty bond contains any untrue or misleading statement of a material fact or fails to state a material fact required to be stated therein or necessary in order to make the statements contained therein, not misleading; 95-2~~Hl4 that and Thousand Oaksl Employer Ident if i cat i on Number is (viii) that for calendar year 1985 and including the Information Return Form 8038 filed with the Internal Revenue Service for the Certificates, Thousand Oaks has filed ~ Information Return Forrn(s) 8038 with the Internal Revenue Service, Philadelphia, Pennsylvania 19255. Dated: December 30, 1985 CITY OF THOUSA~ B~~ Mayor [S E A L] By a/f!d~~i; - ~-City Clerk -2- . . . 12/23/85 JHHW:BDQ:GFB Z3071 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF THOUSAND OAKS CITY ATTORNEY The undersigned hereby states and certifies: (i) that he is the City Attorney of the City of Thousand Oaks, a general law city duly organized and existing under the laws of the State of Cal Hornia ("Thousand Oaks"), and as such, is fami 1 iar with the facts herein certified and is qualified and authorized to certify the same; (ii) that, to the best of his knowledge and belief, as based on and limited by the representations, statements and certificates furnished by Thousand Oaks officials having responsibilities with regard to the following: (a) no litigation is pending or threatened {i} to restrain or enjoin the payment of Lease Payments pledged under the Trust Agreement, dated as of December 1, 1985 (the UTrust Agreement"), by and among First Interstate Bank of California as trustee (the IITrusteett), the California Cities Financing Corporation (the nCorporationll), Thousand Oaks and the Cities of Delano, Fontana and Santa Monica; (ii) in any way contesting or affecting the val idity of the captioned Certificates, the Site and Facility Lease, dated as of December 1, 1985, by and between the Corporation and Thousand Oaks, the Lease Agreement, dated as of December 1, 1985, by and between Thousand Oaks and the Corporation, the Certificate Purchase Agreement, dated December 19, 1985, by and among Merrill Lynch Capital Markets, Stone & Youngberg, Thousand Oaks, the Lessees and acknowledged by the Trustee and approved by the Corporation; the Assignment Agreement, dated as of December 1, 1985 f by and between the Corporation and the Trustee, or the Trust Agreement; or (iii) in any way contesting the existence or powers of Thousand Oaks; and (b) no event affecting Thousand Oaks has occurred since the date of the Official Statement relating to the Certificates, dated December 19, 1985 (the "Offi ci a 1 Statement II), whi ch ei ther makes untrue or incorrect in any material respect as of the date hereof any statement or information concerning Thousand . . . Oaks contained in the Official Statement or is not reflected in the Official Statement but shou1d be reflected therein in order to make the statements and information therein concerning Thousand Oaks not misleading in any material respect. Dated: December 30, 1985 CITY OF THOUSAND OAKS By ~~ k.'71Ilf6 City Attorney MICHAEl.. D MARTELLO -2- . . . 12/23/85 JHHW:BDQ:GFB Z3072 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF THOUSAND OAKS FINANCE DIRECTOR The undersigned hereby states and certifies: (i) that he is the Finance Director of the City of Thousand Oaks, a general law city duly organized and existing under the laws of the State of Ca 1 Horni a ("Thousand Oaks II) ; (i i) that he is an "Authorized Officerll of Thousand Oaks, as such term is defined in Exhibit A to that certain Trust Agreement, dated as of December 1, 1985, by and among First Interstate Bank of California, as trustee, the California Cities Financing Corporation, Thousand Oaks and the Cities of Delano, Fontana and Santa Monica (the IILesseesll); (iii) that, as to the financial information and statistical data included in the Official Statement, dated December 19, 1985, pertaining to the captioned Certificates of Participation (the II0ffici al Statementll), nothing has come to his attention which would lead him to believe that the material contained in the Official Statement relating to Thousand Oaks contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) that this certificate is executed pursuant to Section 6{d) {6} of the Certificate Purchase Agreement pertaining to the captioned Certificates of Participation. Dated: December 30, 1985 CITY OF THOUSAND OAKS By /'?, /1 /1 //" /, ,,/, /.. ([.. r:,r:::r;~;~,<:1.-"V' 1I j!' II Finance Director J . . . 12/23/85 JHHW:BDQ:GFB Z3168 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES Of DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION AGREEMENT CONCERNING FINANCIAL STATEMENTS The undersigned hereby states and certifies that he is the City Manager of the City of Thousand Oaks (IIThousand Oaksll) and as such, is familiar with the facts herein certified and is Qual ified and authorized to certify and execute the same. In consideration of Uni ted States Fidel i ty & Guaranty Company IS CI USF&G") issuance of its financial guaranty bond for the benefit of the owners of the captioned Certificates of Participation, Thousand Oaks agrees so long as said Certificates are outstanding, to send to: USF&G Financial Security Company 601 Montgomery Street, Suite 1410 San Francisco, CA 94111 Attention: President a copy of each audited annual financial statement of Thousand Oaks within 30 days after its acceptance by Thousand Oaks. In Witness Whereof, this Agreement has been duly executed this 30th day of December, 1985. . . . 13050-5 GFB 108 JHHW:SSW:cmw December 17. 1985 December 27, 1985 $2,915,000 CERTIFICATES OF PARTICIPATION Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One or More of THE CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION (California) CERTIFICATE AS TO ARBITRAGE - CITY OF THOUSAND OAKS I, the unders i gned Fi nance Di rector of the City of Thousand Oak s. Callfornia C'Thousand Oakslt). being the person duly charged, wlth others, with the responsibility for the delivery on behalf of Thousand Oaks of the Lease Agreement, dated as of December 1, 1985 (the II Lease Agreement "). by and between the California Cities Flnancing Corporation (the nCorporatlcn") and Thousand Oaks, which Lease Agreement is belng delivered this day, HEREBY CERTIFY that: 1. The Lease Agreement is executed and delivered under and pursuant to the laws of the State of California to enable Thousand Oaks to lease a Chamber of Commerce facility (the "Project") to be used for the governmental and proprietary functlons of Thousand Oaks. Pursuant to the Lease Agreement, Thousand Oaks has agreed to lease the Project from the Corporatlon for a total principal cost of $530,000 and the Corporation has agreed to lease the Project to Thousand Oaks. In consideratlon of such lease~ Thousand Oaks has agreed to make semlannual lease payments (the ltLease Paymentsll) to the Corporation or its assignee~ which Lease Payments include an interest component. 2. On the basls of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following wlth respect to the Lease Agreement and the proceeds thereof: (a) Pursuant to the Lease Agreement~ the Corporation is required to deposlt, or cause to be deposited on its behalf, with Seattle- First Interstate Bank of California, as trustee (the IITrustee"), the sum of $513,675.49 representing the proceeds of the sale of certificates of participation (see deflnition in subparagraph (b) below) allocable to Thousand Oaks. (b) Pursuant to a Trust Agreement, dated as of December 1, 1985 ~ the Corporation has asslgned its rights to recelve Lease Payments to the Trustee and the Trustee has agreed to prepare and del iver to the purchasers thereof certificates of . part1clpation (the "Cert1ficates") evidencing undlvlded proport i onate 1 nterests of the owners thereof in the Lease Payments to be made by Thousand Oaks, as well as undiv1ded proportionate interests in the lease payments to be made by the Cities of Delano, Fontana and Santa Monica (the ItLessees"), pursuant to lease agreements entered into by said Lessees with the Corporat i on. a 1 so dated as of December 1. 1985. Amounts allocable to Thousand Oaks which are received from the sale of the Certificates will be deposited by the Trustee in the respective accounts and 1n the respective amounts set forth in subparagraph (c) below. The Underwriters of the Certificates have represented that the Certificates will be sold to the publ1C at par. (c) The proceeds which are alloclble to Thousand Oaks from the sale of the Certificates will be $513.675.49, representing the principal amount of the Lease Agreement ($530.000), less Underwriter's d1scount of $19,875, plus accrued interest from December 1, 1985 to the date hereof 1n the amount of $3,550.49. The Trust Agreement provides that of said amount, $47,747.92 will be deposited in the Capitalized Interest Subaccount of the Thousand Oaks Lease Payment Account; $59,867.50 will be depos1ted in the Thousand Oaks Reserve Account to be held to secure timely payment of the Lease Payments; $32,989.49 will be deposited 1n the Costs of Issuance Account to be used for printing, legal and other costs and expenses allocable to Thousand Oaks which are associated with the execution and de 1 i very of the Lease Agreement and the Cert i fica tes; and the rema i ni ng $373,070.58 w1ll be depos 1 ted in the Thou sand Oak s Acquisition Account to be used to pay acquis1tion, construction and installation costs of the ProJect. The aforesaid proceeds of the sale of the Cert1ficates, together with interest earnings thereon, will not exceed the amount necessary for the governmental purposes of the Lease Agreement, namely the amount necessary to pay acqu1sition, construction and installat10n costs of the Project, to pay interest from December I, 1985 through June 1, 1986, to establ1sh a reasonably required reserve, and to pay cos t s of execut i on and de 1 i very of the Lease Agreement and the Certificates. (d) Pursuant to the terms of the Lease Agreement, the Corporation has apPo1nted Thousand Oaks as lts agent for acquisit10n, construction and installation of the Project and Thousand Oaks w111 undertake acquisition, construction and installation of the Project on behalf of the Corporation. Acquisition. construction and installation costs will be d1Sbursed by the Trustee from the Thousand Oaks Acquis1tion Account. Thousand Oaks expects to enter into a construction contract for the Project on or before May 1, 1986, Wh1Ch contract will exceed $100,000. Thousand Oaks wi 11 be bound by said contract to commence and complete the Project. Acquisition, construction and installation of the Project w1ll proceed with due diligence to completion. Completion of the Project is expected no later than January I, 1987, and 1t is expected that the proceeds of the Cert if; cates depos i ted in the Thousand Oak s Acqu i sit 1 on . . -2- . . . (e) Account wi 11 be fully expended prior to said date. Amounts depos i ted in the Thou sand Oaks Acqu i sit i on Account wi 11 be invested without yield restrictions for the period of time necessary to complete the Project but not to exceed three (3) years from the date hereof, subject to the provisions of the Lease Agreement regarding investment yield limitations and rebate of excess earnings to the Federal government. The amounts allocable to Thousand Oaks which are deposited in the Costs of Issuance Account will be used to pay legal fees, printing costs and other costs and expenses allocable to Thousand Oaks and associated with the execution and delivery of the Lease Agreement and the Certificates, and it is expected that such amounts will be fully expended within six (6) months from the date hereof. Amounts deposited in the Costs of Issuance Account will be invested 'without yield restrictions, subject te the previ sions of the Lease Agreement regardi ng investment yield limitations and rebate of excess earnings to the Federal government. The decision to date the Lease Agreement and the Certificates was dictated solely by the schedule of required acquisition, construction and installation disbursements. Due dillgence will be exercised in the expenditure of proceeds of the Certificates. (f) (g) The amount deposited in the Thousand Oaks Reserve Account ($59,867.50) equal s maximum annual Lease Payments and is 1 ess than 125% of average annual Lease Payments and 15% of net proceeds (as calculated in paragraph (c) above) received by Thousand Oaks. The undersigned has been advised by the underwriters of the Certificates and is of the opinion that the establishment of the Thousand Oaks Reserve Account in the aforesaid amount was a vital factor in marketing the Certificates and has determined that said amount is reasonably required. Said amount will be invested without yield restrictions, subject to the provisions of the Lease Agreement regard; ng investment yield 1 imitations and rebate of excess earnings to the Federal government. (h) Lease Payments paid by Thousand Oaks wi 11 be deposited on a semiannual basis in the Thousand Oaks Lease Payment Account and wi 11 be transferred by the Trustee to the Cert i fi cate Payment Account and used by the Trustee to make semiannual payments due with respect to the Certificates. Prepayments of Lease Payments will be deposited in the Redemption Fund and will be used by the Trustee to pay amounts due upon redemption of the Cert if i cates. The Thousand Oaks Lease Payment Accou nt, the Certificate Payment Account and the Redemption Fund are being established primarily to achieve a proper matching of Lease Payments and payments due with respect to the Certificates in each year. Net proceeds from the sale of the Certificates and deposited in the Capitalized Interest Subaccount of the Thousand Oaks Lease Payment Account ~ wi 11 be app 1 i ed to the payment of interest due with respect to the Certificates from -3- . December 1, 1985 through January 1, 1987. Moneys deposited in the Thousand Oaks Lease Payment Account, lncluding the Capitalized Interest Subaccount, and in the Certificate Payment Account and the Redemption Fund will be depleted at least once a year except for a reasonable carryover amount not to exceed the greater of one-twelfth (1/12) of annual Lease Payments and one year1s earnings on said Accounts and Fund, respectively, and all moneys deposited in such Account and such Fund, respectively, will be spent within a thirteen month period beginning on the date of deposit. Amounts in said Accounts, Subaccount and Fund will be invested without yield restrictions, subject to the provisions of the Lease Agreement regarding investment yield limitations and rebate of excess earnings to the Federal government. It is not expected that earnings on said Account will ever exceed $100,000 in any year. (i) Thousand Oaks will make Lease Payments from its general funds. Moneys in said general funds in excess of Lease Payments are not expected to be available to pay Lease Payments of Thousand Oaks and may be used for any lawful purpose of Thousand Oaks. Moneys in the general funds of Thousand Oaks do not constitute sinking fund moneys for Lease Payments and will be lnvested without yield restrictions. Except as otherwise set forth hereln, no securities, obligations or funds have been pledged to, or made available for the payment of Lease Payments or the Certificates. . (j) No portion of the proceeds of the Certificates will be used as a substitute for other funds (replacement funds) which have been otherwise committed to be used as a source of financi"9 for any part of the cost of the Project and which have been or will be used to acquire directly or indirectly obligations or securities producing a yi e ld in excess of the yield of the Lease Agreement or the Certificates. (k) Net proceeds of insurance not used for repair or replacement of the Project will be used for prepayment of Lease Payments (and redemption of the Certificates) pertaining to the Project. Moneys and net proceeds of insurance deposited lnto the Insurance and Condemnation Fund will, at such time as such moneys and net proceeds are not reasonably expected to be used for such repair or replacement~ be depleted annually. except for a reasonable carryover amount not to exceed the greater of one-twelfth 0/12) of annual Lease Payments and one year' 5 interest earnings on said Fund and will be expended within 13 months of receipt. Said moneys and net proceeds, if invested, will be invested without yield limitations, subject to the provisions of the Lease Agreement regarding investment yield limitations and rebate of excess earnings to the Federal government. . 3. Thousand Oaks has neither received notice that its Certificate as to Arbitrage may not be relied upon with respect to its obligations nor -4- . . . has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectatlons herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand thi s 30th day of December. 1985. By: If?,. , ....., j (~/p ..,.~.. ' .: ----F. I //.~ ,. , .', /'~;- "" "f' ,-,.<' . ! . '-" \.-. / .... 'I ~ _ I 1 "\ I . Financ~ Director. ~ City of Thousand Oa~ -5- . . . 12123/85 JHHW:BOQ:GFB Z3073 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in lease Payments to be Made by One of More of the CITIES OF DELANO. FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF ESSENTIAL USE To: California Cities Financing Corporation Re: Lease Agreement, dated as of December 1, 1985, by and between the Cal ifornia Cities Financing Corporation and the City of Thousand Oaks, California (the "lease Agreement") This certificate is delivered with respect to the use of the Project to be leased to the City of Thousand Oaks ("Thousand Oaks") under the captioned Lease Agreement. The Project will consist of the construction of a community information center to be subleased to the Conejo Valley Chamber of Commerce. The undersigned hereby represents that the use of the Project is essential to the proper, efficient, and economic operation of Thousand Oaks. Dated: December 30, 1985 CITY OF THOUSAND OAKS By / Mayor . . . ~; ~~::~! ~~."l~~" A'" ~ " i. '\ 1- \,,, ,<'".-..- . .", l t,_ t:... r( l r-.... ' c~ ~ 1 - ~ I" ~.-- r- Ii ,"':'_1 h,....,."- .,-,=- December 26, 1985 SINCE 1923 City Caunell of the Clty of Thousand Oaks 4011 West Hillcrest Drive Thousand Oaks, CA 91360 First Interstate Bank of California 707 Wilshire Blvd. Los Angeles, California 90017 80B WJK E~ BOB COLE WA.YN!: BAlJhllI(AN JOHN NOURSE CPCU RANDY KIN5L1NG MIKE ME~EwETHE~ :: P(":J DOUG SMITH MIKE JOHNSON CHERYL KOCH cpev RON PEASE Re: $2,915,000 Certificates of Partlclpatlon California Cit1es Flnanclng Corporation, 1985 Serles E: The Certificates EVldence Proportlonate Interests of the Owners Thereof in Lease Payments to be made by One or More of the Citles of Delano, Fontana, Santa Monlca and Thousand Oaks, Californla to the Californla Cltles Floancing Corporat1on Ladies and Gentlemen: We act as the lnsurance broker for the City of Thousand Oaks ("Thousand Oakstl), and in that capacity have revlewed and are familiar wlth the requirements as to lnsurance pursuant to Article V of that certaln Lease Agreement, dated as of December I, 1985, by and Between Thousand Oaks and the Californ1a Cit1es Financ1ng Corporation. In our oplnlon, the lnsurance POllCY required of Thousand Oaks by Sectlon 503 of sald Lease Agreement is presently in force and effect In all respects in accordance wlth sald Sectlons and 506 of sald Lease Agreement. Evidence of such lnsurance POllCY is attached hereto and by thlS reference lncarporated hereln. As respects sectlon 504 and 505 we would anticipate belng able to write thlS coverage at such tlme as 1S necessary, but cannot guarantee at what cost to the Clty of Thousand Oaks. Quotations are only good for 30 days and may change substantlally from the tlme of lnltlal quotatlon. {; rh 790;;:ASTSAN""AC~RA5TREET PQSTOFFCEBOX;388 VE.....TURA CA_'''"ORN:A93002 ,,-_ .;:2:::::< tS~.~ --.-;.-; . .......- ----' _c::- .::'=-~- _r. -------... "::1111': .....,f.:~....._'.~~. ._. ..,..;_T.~~ SSUE DATE '.....vDe"'..' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE 110LOER THIS CERTIFICATE ooes NOT AMEND EXTENO OR Al TE"I THE COVERAGE A.FFORDED 6v THE POLICIES BELOW . Tolman & W1ker P.O. Box 1388 Ventura. cA 93002 COMP ANtES AFFORDING COVERAGE ~ f-- .... ~..,. ~ ~ Planet Ins. Co. - ~ "" y!r~ Q;" ~~- , s..v" - --~ :tt.... - ~~:~ _ 1Ir1?.-; ~,-- ~-~ p - ~..,- i.~;" ... ~ ::-~ -~-.-: '~~'X~-7''::j-'S?:~, :,="O'c: 7~;~~~:: 1 ~_...... A (S.J.Petrak1S) .:: .,. ~ ~ .p .'f!' ~ ~Tr: L-- {..:;,.~.-"C'- ......... Clty fa Thousand Oaks P.O. Box 1496 Thousand Oaks, CA 91360 - .)I"'Ii.:----- i...h. ,r ~;.. r::"-::."~~ - ~- ~ ~ 1- ~ j -JL 1,' '-~ I .. A -x I -x x X ----X - _x ~ - ---x - ... - _ -,4 -~ --.::;~ ~-__-o~ ~ -:-- :~"")-~ ~ ... - ":-s C' :;. .... , ~"- }', - f,. -- ..,' ...- .;;.. 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ALTER THE COVERAGE AFFORDED OY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE \ COMPANY A , LEI'ER Plane tIns. Co. J (S.J. petrakl.s) 'r-.SlJ"l;::) Clty of Thousand Oaks P.O. Box 1496 Thousand Oaks, CA 91360 C01>,.PA"'.... B i L.=I-E~ i . C=:'1;:Ai\;Y LE-r.--ER C I : CC\ll~Ar- v D '_E-:lE" . CD~...~OA~Y ! LEr;:,R E _ -~."'.......il:::;;:~ ~.r-.j ~~ .,......,$ '5 TO CERTIFY T"IA T POL'CIES OF INSURANCE ..ISTED BELOW !"lAVE BEEN ISSUED TO T:-IE I"lSUAED N,'INED ABOVE FaA THE POLICY PERiOD It.;DICA TED .~ liC""'I'T"'ST:"~D'''G ANY REOUIREMENT TERI{ OR CONDiTION OF ANV CONT<\AC'" OR Q"T'"\ER ClQCU"'ENT WiT.... "lESPECT TO WHICH '!'!-lIS CE"l""'FIC;"Te "'A" =",. SE '$Sl1ED :lR MAY PEATAr~ ~HE I"lSURANCE AFFORDED BY THE POL'G,ES DESCFU6ED ~ERErN 'S SU6"EC~ ~O AU. THE TERMS, EXGLUS'0'1S t.>.:O CO~:JI- TIO"S OF SUCf4 POUCiES __..:.~ c:=.. - --L~"I l.v-::r.~ :_.::- .,SLFA":::::::: ~G.... -::;v ~'';0q8Eq "_..i,:, -" ,- ~ 1"-. _......- I;: GENE<lAl :..iASIL''''Y -...v;;:;;;: Ax' .,:.} ~..:-~....:'.S ~~ ;:-.~I=l~~ KL5973191 ,04/01/85 04/01/86 i ~C':_I_". I'NJU;::':'. s I X - --"t'-- "^<~ -~. c. ~ ~~::. _~....- \-'L~~ I I x' ;-(i_~;;j~~ -~.~~ -~SE _....-:_~~ ;:::"::jC;:)EFr..- .,"l,t".i:,GE ~ S i_ I::, --.X ;::):-~ -~j -:' :J_ -:-: _.::-::;.::.- ~ ~~t'~~;E> S 900 ; S 900 ,EXCESS OF 100i SIR i----.... . ~x.1 . :~~: ..~.~\- ~-I\ -i=j.~:--:':=-: ----.X :::-:.-......~:: 'i- -;'.~, ?";:::_-_-;::::~~f -,,:a......,J~ ..:-....... ::~o_ ". . ~_"' "EClSO'~A~ ;::). ; S --- - --- " AUTOMOBILE LIABILITY \ :; (: . ;.'-~ C'o'r-.E::; ~:...-CS :i)~I' x~ ""'<2' ,S ;: \-~ i .': -~:: - , $ ; ....~ -- -:~ ~-J i ;,~_ :r.~..'-.~~ "..:T-)5 (~~~~~~-:~._) . . """i~~~ ~,r;-JS ~ ..C"-,:: ...::.:::. ::"L -~"S . i:;':'=-...3!: _;3 _ -." :=ico::Fn-1 ;:.;.....1AG::: ,S A~CESS UABILITY i _. '::=:.. _:.. :-::H~.~ I--- . 3 ~ ;:J!) ~G"B V::: I 5 , KR6705947 04/01/85 04/01/86 : ~ ~ "" , 9 000 ~ ~:)~"'8i;E.J . S ~ ~-_.~:;; -L.. I _;L'S::'( __.::. : ]J:;'1 WO"KERS :.:aMPENSA TIO,," AND "'...."LOYERS UABILlTY .:; - ~ -"-"y:r8;:'_. 'S I i$ $ jOT>iER -- ! ~~rst Interstate Bank of California . Wllshlre Boulevard Angeles, Californla 90017 n: Corporate Trust Dept. (WIO-2) SHOULD ANV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- PIRATrj)..tl DATE THEREOF THE ISSUING COMPANY WILL ENDEAVOR TO MAIL JU DAYS WHITTEN NOTICE TO THE CERTIFICATE HOUIER NAMED TO THE LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 08UGA TION OF! LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENT A TIVES AUTHORI~~ ' ---e. ":fI_I....];!.Ioi.];l..::.];:uir.j; lil-l r _':"~eJ:1....,~.:l't 'I L: . . . ,'iQ<~ \\~) ','. ':-.~:-~,! :;~~1~' ?idJ<o/ [j~nd flak .0401 WI;;ST ....,LLCREST ORIVE ~05T OFFICE BOX lAgS THOU5AN D 0.0."'5, CAL.' FORNI.o. ""360 . \...I'IE... a05', 407- ee" MA~K G SEL:...E~S .;:-r--" ATTOR~'1E""" , December 30, 1985 Merrill Lynch Capital Markets 400 South Hope Street, Suite 2020 Los Angeles, California 90071 Stone & Youngberg One Californ1a Street San Francisco, California 94111 United States F1del,ty & Guaranty Company 601 Montgomery Street San Francisco, California 94111 Re: $2,915,000 Cert1ficates of Participation California Cities Flnancing Corporation, 1985 Series E; the Certificates Evidence Proportionate Interests of the Owners Thereof 1n Lease Payments to be Made by One of More of the Cities of Delano, Santa Monica and Thousand Oaks, California to the Cal1fornia Cities Financing Corporatlon Ladies and Gentlemen: I am the City Attorney for the City of Thousand Oaks, California ("Thousand Oaks"), and in that connection I have examined certain records reflect1ng the actions taken by Thousand Oaks pertaining to authorization, execution and delivery by Thousand Oaks of the following documents: (a) Trust Agreement. dated as of December 1, 1985 ( the "Trust Agreement"), by and among Flrst Interstate Bank of California, as trustee (the "Trustee!'), California Cities Financing Corporation (the "Corporation"), Thousand Oaks and the Cities of Delano. Fontana and Santa Monlca (the lILesseesll); (b) Site Lease, dated as of December 1, 1985 (the lISite Lease"), by and between Thousand Oaks and the Corporatlon; ~ - . . . Merrill Lynch Capital Markets Stone & Youngberg United States Fidelity & Guaranty Company December 30s 1985 Page 2 (c) Lease Agreement, dated as of December 1, 1985 (the "Lease Agreement"), by and between the Corporation and Thousand Oaks; (d) Certlficate Purchase Agreements dated December 19, 1985 (the "Purchase Agreementll) s by and among Merri 11 Lynch Capital Markets, Stone & Youngberg, Thousand Oaks, the Lessees and acknowledged by the Trustee and approved by the Corporation; and (e) Official Statement relating to the captioned Certificates of Partlclpation, dated December 19, 1985 (the "Officlal StatemenC) . Based upon such examination, I am of the opinion that: (i) Thousand Oaks is a municlpal corporation and general law - city, duly organized and validly existing under the laws of the State of Callfornia; (ii) the Officlal Statement has been duly authorized, executed and delivered by Thousand Oaks and the informat10n thereln as to Thousand Oaks and Thousand Oaks' obligations under the Trust Agreement and the Lease Agreement is correct and does not omit any statement which, in my oplnion, should be included or referred to therein; (ili) the resolutions of Thousand Oaks inducing the Clty to locate the ProJect in the jurisdiction of the City, giving publiC approval to the financlng and approving and authorizlng the execution and delivery of the Offlclal Statement, the Trust Agreement, the Site Lease, the Lease Agreement and approving the Purchase Agreement were duly adopted at one or more meetings of the City Council of Thousand Oaks which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; (iv) there is no action, suit, proceeding or lnvestigatlon at law or in equity before or by any court, public board or body, pending or, to the best of my knowledge, threatened agalnst or affecting Thousand Oaks, to restraln or enJoin the payment of the Lease Payments under the Lease Agreement or 1n any way contestlng or affecting the validity of the Trust Agreement or the Lease Agreement or the Site lease wherein an unfavorable decision, rullng or finding would adversely affect the valldlty and enforceability of Thousand Oaks' obligations under the Trust Agreement, the Site Lease, or the Lease Agreement; (v) the executlon and dellvery of the Trust Agreement, the Site Lease, the Lease Agreement and the Purchase Agreement, and the compllance wlth the provisions thereof, under the circumstances contemplated thereby, do not and wlll not in any material respect conflict with or constitute on the part of Thousand Oaks a breach of or default under any material agreement or other lnstru~ent to which Thousand Oaks lS a party or by which . . . Merrill Lynch Capltal Markets Stone & Youngberg United States Fldelity & Guaranty Company December 30, 1985 Page 3 it is bound or any existing law, regulation, court order or consent decree to WhlCh Thousand Oaks is subject; (vi) the Trust Agreement, the Slte Lease, the Lease Agreement and the Purchase Agreement have been duly authorized, executed and delivered by Thousand Oaks, and constitute legal, valld and binding agreements of Thousand Oaks enforceable 1n accordance with the1r respective terms, except as the enforcement thereof may be limited by bankruptcy, 1nsolvency, the applicatlon of equitable principles where appropriate or other laws affecting the enforcement of creditors' rights generally; (vii) no authorizatlon, approval, consent, or other order of the State of Cal1fornia or any other governmental authority or agency withln the State of California 1S required for the valid authorizatlon, executlon and delivery of the Trust Agreement, the Site Lease, the Lease Agreement, the Official Statement or the Purchase Agreement; and (vlii) the representations and warrantles of Thousand Oaks as set forth in the Purchase Agreement are, as to all matters of law and after reasonable investigatlon, true and accurate at and as of the date hereof as though made on the date hereof; and such representat10n and warranties aret as to all other matters, true and accurate to the best of my knowledge at and as of the date hereof as though made Dn the date hereof except for the statistical and other financial data included thereln, as to WhlCh I express no oplnlon. Respectfully submitted, ~~'----.::> MICHAEL D. MARTELLO Acting City Attorney gw:D/85 . . . 12/28/85 JHHW:BDQ:GFB Z3170 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REGARDING USE OF PROCEEDS The underslgned hereby states and certifies as follows: (1) that he 1S the Finance Director of the City of Thousand Oaks (the IICityU), as lessee of a new community informatlon center (the "ProJect") pursuant to a Lease Agreement dated as of December 1,1985, (the IILease Agreement"), by and between the Cal1forn1d Cities Financing Corporation (the II Corporat 1 on") and the City, 1 S a II Les see Representat lVell as defi ned 1 n Exhibit A to the lease Agreement, and is knowledgeable with respect to the matters set forth herein; (2) that he acknowledges that the C1ty 1S leas1ng the Project from the Corporat1on; that the Corporation has assigned its rlght to receive lease payments (the "Lease Payments") to First Interstate Bank of California, as trustee (the IITrustee'I); that the Trustee on the date hereof is executing and del1vering cert1ficates of partic1pation (the "Certiflcatesll) representing proportionate ownershlp 1nterests to recene Lease Payments; that the proceeds of the Certificates wlll be depos1ted into the var10US funds and accounts held by the Trustee and established pursuant to the Trust Agreement, dated as of December 1, 1985, by and among the Trustee, the Corporation. and the Lessees (as defined therein). A portion of the proceeds of the Cert,f1cates ($373,070.58) will be deposited 1nto the City's Acqulslt10n Account to be used for acquislt10n and construction of the ProJect; and that disbursements for acquisltion and construction of the Project will be made to the City based upon requests subm1tted by authorized off1cers of the Clty; (3) that the undersigned acknowledges that the term "Princ1pal User" means the owner of the Project and any lessee of ten percent or more of the Project (by square footage or fa1r market value) or any operator or manager . . . of the Project under the contract hav1ng a term (includ1ng renewal options) 1n excess of periodlc fixed fee basis; (4) that the initial Pr1nc1pal User of the Project is as follows: Name : Conejo Valley Chamber of Commerce Address: 191 West ~llbur Road Thousand Oaks. Cal1forn1a 91360 Employer Identification Number: HF95-2248326 (5) that official actlon was taken by the C1ty on September 24, 1985 (the "0ff1clal Action Daten). WhlCh act10n induced the City to locate the Project within the jurlsdiction of the City and that physical construct1on of the Project did not commence prior to the Official Act10n Date nor was the Project placed in serV1ce prior to such date; (6) that the common parents of the principal user of the ProJect are as follows: Name: Address: NONE (7) that the ProJect is expected to be placed in serVlce on January 1, 1987; (8) that the costs and expenses of the Project which are expected to be paid from amounts deposited in the Acqu1s1tion Account are set forth in detail on Exhibit A attached hereto and by this reference hereln incorporated and such costs and expenses are. giving due consideration to all relevant circumstances, the most recently available accurate estimates thereof; (9) that all of the costs and expenses set forth in Exh1bit A (a) were pa1d or incurred after the Offlcial Action Date and (b) are chargeable to the capital account for the ProJect or would be so chargeable e1ther with a proper election by the City or but for a proper election by the City to deduct such amounts, except for those costs and expenses listed on Exhlbit A Wh1Ch are marked w1th an aster1sk; (10) that the costs and expenses marked wlth an aster1sk on Exh1bit A (1nclud1ng in additlon the allocable portlon of interest on the Acquisitlon Account durlng the constructlon per10d attrlbutable to such costs and expenses marked with an asterisk) do not exceed ten percent (10%) of the pnnclpal amount of the amount of the Certificates allocable to the City. less delivery expenses; (11) that Exhibit B attached hereto and by this reference lncorporated hereln refers to that portion of the ProJect cons;stlng of property financed by amounts deposited in the Acqulsition and Construction Account which constitutes Accelerated Cost Recovery System ("ACRS'I) property and describes such property by its ARCS class and the costs thereof to be financed by the proceeds of the Certificates; -2- . . . (12) that Exh1bit C attached hereto and by th15 reference incorporated r.ere'n descr1bes all property f1nanced with the amounts deposited In the Acqu1s1tlon and-€eM~t~~ct'on Account and const1tut1ng a portion of the Project other than land and build1ngs (including the structural shell and integral part thereof and equipment for normal heating, plumbing, air conditioning, fire prevent1on, power, elevators and escalators) by reference to the Asset Deprec1at1on Range C'ADR1') classlf1cation and ADR m1dpo1nt life of such property and the cost thereof to be fi nanced by the proceeds of the i)eve-"l-01:rer--L1:l'ttfl; Cert1f1cates (13) that the undersigned acknowledges that 1t 1S 1ntended that the lnterest COlTJponent of Lease PaYl11e'1ts be exempt from Federal income tax in the hands of the owners thereof, and that the firm of Jones Hall Hill Whitet a Prcfesslona1 Law Corporation, 1S render1ng an opln1on on the date hereof to sald effect, and that in renderlng Sdld opin1on, sa1d flrm ;s relYlng upon, among other th1ngs. the statements made here1n and In Exhlblts A, Band C. Dated: Dece~ber 30t 1985 CITY OF THOUSAND OAKS By ?t~/!6~ Fl~ance Olre(jor -3- . . . (12) that Exhib1t C attached hereto and by this reference 1ncorpcrated here1n descr1bes all property flnanced with the amounts depos1ted 1n the Acqulsitlon dnd-{~~~tr~~t;on Account and constltutlng a portlon of the Project other than land and bU1ldings (lnclud;ng the structural shell and integral part thereof and equipment for normal heating, plumblng, d1r condition1ng, fire preventlon, power, elevators and escalators) by reference to the Asset Depreclatlon Range (~ADR") classification and ADR mldpo1nt life of such property and the cost thereof to be financed by the proceeds of the ~~~~p; Certificates (13) that the underslgned acknowledges that it is intended that the 1nterest component of Lease Payments be exempt from Federal income tax in the hands of the owners thereof, and that the firm of Jones Hall Hll1 White, a Professlonal Law Corporation, 1S rendering an opinion on the date hereof to sa1d effect, and that in rendenng said oplnlOn, said flrm is relying upon, among other thlngs, the statements made hereln and in Exhibits A. Band C. Dated: December 3D, 1985 CITY OF THOUSAND OAKS By F1nance Dlrector -3- . . . EXHIBIT A USE OF AMOUNTS IN ACQUISITION ACCOUNT Descnpt;on Cost Land acquisitlon* Design and engineering BU11ding construction Grading BUllding fees Util itles Landscaplng Pav1ng Wall Llghting Site development $ 37,300.00 18,700.00 139,070.58 27,000.00 20,000.00 15,000.00 53,600.00 31,900.00 B,500.00 4,500.00 17,500.00 $373.070.58 -4- . . . Description Land Bu il d 1 ng EXHIBIT B ACRS CLASSIFICATION OF PROPERTY FINANCED WITH AMOUNTS IN ACQUISITION ACCOUNT PROCEEDS ACRS Classification NjA la-year -5- Cost $ 37,300.00 335,770.58 . . . EXHIBIT C AOR MIDPOINT LIFE OF PROPERTY FINANCED WITH AMOUNTS IN ACQUISITION ACCOUNT PROCEEDS Description ADR Midpoint Life Asset Guide11ne Class Cost Util it1es 20 years 00.3 $15,000.00 Landscaplng II II 53,600.00 Paving II 31,900.00 S1te development II II 17,500.00 -6- . . . (/7 . / r.;/Il J7T. _J /;/ j I V[t~7f/ '0;/ "JflOiliU:bn~l/ (!/a4fIJ {. FINANCE DEPARTMENT Accounta~ts let~er requ~red pursu~'t co the Cer~~flccte Regard~ng Use of Proceeds. I have read the cert~f1.cat1.on l.nc lud1.ng ex ll1. bl ts s 19:1ed by Robert S. Blery, F1Pa~ce DlrectQr/Cl~Y ~reas~rer for t'le Clty of Thousanc. Caks, ard conf:..r:TI to 'che best of my knc'.;ledge t~at t:->e sc:ate:ner,ts ll'ade ':"'1 ;?aragrapn iI 8 ~hru 12 and related exhlblts are correct December 30, 1985 '/ }(771U 2/< ,Kt (Up I ,~es R. Krueger Deputy Fl~ance Dlrector 401 WEST HILLCREST DRIVE POST OFFICE BOX 1496 THOUSAND OA.KS. CALIFORNIA 91350 1005,497-8611 . . . JHHW:GFB Z3Z02 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF MAILING The undersigned hereby states and certifies: That for and on behalf of the City of Thousand Oaks and on the date hereof, I caused to be mailed to the Internal Revenue Service, Philadelphia, Pennsylvania 19255, an Information Return Form 8038 relating to the captioned, postage prepaid, a true copy of which Form 8038 is hereto attached. Dated: January la, 1986 ------------ ~/ ~-- /~ ~ Projec . ator Jones Hall Hill & White, A Professional Law Corporation Form 8038 Information Return for Private Activity Bond Isaues UMtrs.cu..103(1)_103A OMS No 1S45~720 bpIres 12131187 . (Rev Dec:embef 1984} o.~rtment Df tile fr_sur)' inter...i Revenue SeMt. CFmII Reportlnl Authority 1 ~'III"'. ~ City of Thousand Oaks I Number Iftll street 4011West Hillcrest Drive Check box If Amended Return" U Z IUueI' s ....pIoyer IIlemlflQtlOn P\umDer 95-2367314 . ~~~~ numDe< 1 5 C<ty Q' tow<'I Sl.lte _nd liP <:ode Thousand Oaks~ California 91360 I:F.TDII Type of Issue (Cheek box(el' th.t .pply) Bond, other than Industrial Gevelopment Bonds (lDas): 7 0 Student loan bond . . . . a :=J QualifIed mortgage bond, (attach copy of State certdatlOn) Check bOx If you elect to rebate arbitrage profIts to the US... 0 .. . . 9 J Quahfled vetel'Bns' ,!"ortg.ge bond 10 L. Private exempt entity bond Industr'al (hl/.lopment BondS' 11 n Industnal park bond '" . 12 ;n. Small Issue lOB, Check box rf $10 million sm.lllSSue election II> 0 13 Exe~t Activity Bond (check type(s) below) , Due of ISSue 12/30/85 f.ce Amount . I r 51O~OOO . . ~ Residential rental prQjects (sectIon lO3(bX4)(A)) ......, b _ Sports facdltles (section lO3(b)(4XB)) c = Convention faCIlities (section l03(b)(4)(C)), Check box ,f ex.empt from volume limitatiOns II> [J d - Airports. docks, ete . (sectIon l03(b)(4)(O)), Check box If exempt from volume hmltltlons II> [J e = Sewage or waste dIsposal faclhttes (section lO3(b){4)(E)) f _ Pollution control faCilities (section lO3(bX4XF)) r-- I = Water furnIshIng facilities (section lO3(b)(4)(G)) h -.: Hydroelectnc generating faclhtJes (section lO3(bX4XH)) I -: Mass commuting vehicles (section lO3(b)(4)(1)) ; ..: l~l dlstnct heating or coohng faCIlities (sec:tlOn l03(bX4 )(J)) k Faclhtles tor tne local fumlshlnR of electnc enem or Ilas (sectIOn lO](bX4 )CE)) . Description of Obllg.tlonl 14 I (A) (8) (C) (D) 1 Mmurrty .... F__mount SWted InterIs'l rate Term (In ~rsl ! ~ee Exhlblt A attached Qo\. I 1Ih i ~ 'If:. I . Qo\. "- CJI; QI.. 4h q,r, 4h QI. q,r, w. 15 We, edave rTUltu of the ISSue . ... 13 . t8JU ears 'I . Jht ,. my 16 If ISsue IS an advance refundtns.. enter the earhest call dIIle IiZIII!J Proceeds of 'Hue 17 Total purct'!~ price (regs sectIon 1 lO3.13UV(2)) 18 Proceeds used for bond ,~!~~nce costs 19 Proceecls allocated to reasonably requIred reserve or replacement fund 20 Proceeds used to refund )nor ISSues 21 Non fe1undlns proe~s of the IS5~ (~U\)tract '1"415 18. .!. 9 ,;nd 20 ~fO,," hne 1 n ~or Pap1r-Nork R,tI,,;-tlon ~. t M...tl,,~. ';;~ ;)"e 1 of thll! InE~ruc110";: ... N/A ~13,b50.49 tlt,864.49 591867.50 . ~ _ ~ __lltoo~)~18 - 5~ ~c,r,' JjO:~9 "'~\r. 12-&4' . Exhi bit A Description of Obligations Maturity Principal Interest Term Date Amount Rate (In Years) November 15, 1987 $15,000 6.25 2 November IS, 1988 15,000 6.50 3 November IS, 1989 15,000 6.75 4 November 15, 1990 15,000 7.00 5 November 15, 1991 15,000 7.25 6 November 15, 1992 20,000 7.50 7 November 15, 1993 20,000 7.75 8 November 15, 1994 20,000 8.00 9 November 15, 1995 25,000 8.20 10 November 15, 1996 25,000 8.40 11 . November 15, 1997 25,000 8.50 12 November 15, 1998 30,000 8.60 13 November IS, 1999 30,000 8.70 14 November 15, 2000 35,000 8.75 15 November 15, 2001 35,000 8.75 16 November 15, 2002 40,000 8.80 17 November IS, 2003 45,000 8.80 18 November 15, 2004 50,000 8.85 19 November 15, 2005 55,000 8.85 20 . Exhibit B . Other Use of Non-Refunding Proceeds Total $ 3,550.49 24,197.43 $27,747.92 Accrued interest Interest during construction period . . . . . 12/07/85 JHHW:BDQ:GFB Z3171 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E EVldencing Proportionate Interests of the Owners Thereof in lease Payments to be Made by the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE RELATING TO ASSIGNMENT OF PRIVATE ACTIVITY BONO LIMIT I, Alex Fiore, being the Mayor of the City of Thousand Oaks and a member of the City Council of the City of Thousand Oaks, hereby certify, under pena'ty of perjury, as follows: (a) that on December 26, 1985, the City Councll of the City of Thousand Oaks adopted its Resolution No. 316, pursuant to which it assigned a portion of its Private Activity Bond Limit l\11ocation to the lease Agreement, dated as of December 1,1985 (the IILease Agreement"), by and between the California Cities Financing Corporation and the City of Thousand Oaks, a portion of the proceeds of which are to be used to construct facilities to be leased to the City of Thousand Oaks; and (b) that, to the best of my knowledge, the assignment by the City of Thousand Oaks of its Private Activity Bond limit Allocation to the Lease Agreement was not made in consideratlon of any bribe, gift, gratuity, or direct or indirect contribution to any political campaign. Dated: December 30, 1985 CITY OF THOUSAND OAKS By Clf:L~ Alex FlOre; Mayor . . . JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTOR..~EYS AT LAW KEN"IETH I JONES A,l'IDREWC HALL JR SHARON STANTON "'HITE CHARLES F ADAMS STEPHEN R CASALEGGIO WILLIA.."I H MADISON PHILIP NELSON LEE ED SELL M EADY JR PAULJ THIMMIO BRIAN 0 QUINT JORGEN L NIELSEN TRACYE CONNER J'OHN PAUL THOMAS FQURENBARCADEROCE~TER SCtTE 1950 SA...... FRANCISCO 94111 (415) 391-5780 January 16, 1986 AUTOMATIC TELECOPIER 1.151391 5764 ROBERTJ' HlLL OFCO{;NSEL Mr. Pete Martin, Title Offlcer First Amerlcan Title Insurance Company 2660 Townsgate Road, Suite 750 Westlake Village, California 91361 Re. Your Order No. VEN-856919-wv Dear Mr. Martin: You are hereby instructed to record on Monday, January 20, at 8: 00 a.m., in the office of the County Recorder, Ventura County, the documents listed below, in the order in which they are listed, WhlCh documents have been heretofore properly executed, notarized and are transmitted herewlth: (a) Site Lease, by and between the Clty of Thousand Oaks (the "Cityll) and the California Cities Financing Corporation (the "Corporatlonll); (b) Lease Agreement, by and between the Corporation and the Clty; (c) Assignment Agreement, by and between the Corporation and F,rst- Interstate Bank of Callfornla, as trustee (the "Trustee"). It is our understanding that the recordation data regarding the aforementioned documents wl11 be inserted into the CLTA Title Insurance Policy in the amount of $530,000, lnsuring the interests of the Clty, the Corporation and the Trustee, as the same appear. It is our further understanding that you will cause sald Title Insurance Policy, together with seven (7) copies of same, to be delivered to our offices at or prior to Tuesday, January 21. Please recordation Corporation Trustee. forward your invoice for the Title Insurance premium and fees to the undersigned. This lnvoice will be forwarded to the for payment from the Costs of Issuance Account malntained by the . . . January 16, 1986 Page 2 If you have any questions or comments. please contact the undersigned immediately, Enclosure Very truly yours, /-" ~-4" j-lenda F. ~,1 ~~roject Coordinator . . . JHHW:GFB Z3205 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E Evidencing Proportionate Interests of the Owners Thereof in Lease Payments to be Made by the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE OF MAILING The undersigned hereby states and certifies: That for and on behalf of the Ci ty of Thousand Oaks and on the date hereof, I caused to be mailed to the Cal Hornia Debt Limit Allocation Committee, Post Office Box 1919, Sacramento, California 95809, a Report of Action Taken with Respect to Private Activity Bonds relating to the captioned, postage prepaid, a true copy of which Report is hereto attached. Dated: January 15, 1986 ~~ / ./ Gle~~,n - /' Projectt~nator Jones Hall Hill & White, A Professional Law Corporation . . . RE~q~T O~~TION T~EN '!!!!! RESPECT TO PRIVATE ACTIVITY BONDS CALIFORNIA DEBT LIMIT ALLOCATION COMMITTEE P.O. Box 1919 Sacramento, Callfornia 95809 (916) 324-0310 Please complete thlS form within 15 days of takIng of any actlon desc=ibed below (In Sectlon I.) and mall to the above ad1~ess. NA."1E OF ISSUER: Clty. of Thousand Oaks ADDRESS: 401 Wes t Hl11 cres t On ve Thousand Oaks, CA 91360 COUNTY: Ventura CONTACT PERSON: Rob~rt B1er"y --- TITLE: Finance Director TELEPHONE: (850) 497-8611 DATE OF THIS REPORT: 01/15/85 I. ACTION TAKEN: (Check one.) A) ISSUANCE OF BONDS B} TRANSFER OF ALLOCATION C) CARRYFORWARD ELECTION: DATE ACTION TAKE...~: 12/30/85 PRINCIPAL AMOUNT: $ $530,000 NAME OF PRIVATE USER AND/OR DESCRIPTION Chamber of Commerce xx (Complete Sectlon II. below.l (Complete Sectlon III. below.) OF PROJECT: ConeJo Valley II. FOR ISSUANCE OF BOHDS: SOURCE OF ALLOCATION: (Check one or more.) XX ISSUER' 5 ALLOCATION FOR CURRENT YEAR TRANSFER (Name of Donor: CARRYFORWARD FROM PRIOR YEAR III. PaR TRANSPER: NAME OF GOVERNMENTAL UNIT TO WHOM ALLOCATION WAS TRANSFERRED: DESCRIBE ANY LIMITATIONS ON TRANSFER: Form No. 1064 (10/73) caltforni~ Land "l'ltle As5oci~tlon Sta"daro Co~eril~ PoliCY Form Copyright 1973 ,,'\ ~- .... ~ -.. ... ....... l1. Ie '1 1- '. POLICY OF TITLE INSURANCE 15S::ED 3:. First American Title Insurance ConlpanJ" . f f t SUBJECT TO SCHEDULE B AND THE CONDITIONS AND STIPULATIONS HEREOF, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herem called the Company, Insures the Insured. as of Date of Policy shown In Schedule A, against loss or damage, not exceedmg the amount of Insurance stated rn Schedule A, and costs, attorneys' fees and expenses which the Company may become obligated to pay hereunder. sustained or incurred by said Insured by reason of Title to the estate or Interest descnbed In Schedule A bemg vested other than as stated therein 2 Any defect In or lien or encu91brance on such title, \. 3 Unmarketablllty of such title, or 4 Any lack of the ordrnary nght of an abuttmg owner for access to at least one phYSically open street or highway If the land, In fact, abuts upon one or more such streets or highways, and In addition, as to an Insured lender only 5 Invalidity of the hen of the Insured mortgage upon said estate or Interest except to the extent that such Invahdlty, or claim thereof, anses out of the transaction Fv'denced by the Insured mortgage and IS based upon t~ . a usury, or b any consumer credit protection or truth In lendmg law. 6 Priority of any hen or encumbrance over the hen of the msured mortgage, said mortgage being shown In Schedule B In the order of Its pnorlty, or 7 Invalidity of any assignment of the Insured mortgage, prOVided such aSSIgnment IS shown In Schedu1e B \. , . IN WITNESS WHEREOF, First Amencan TItle Insurance Company has caused thiS polley to be signed and sealed by Its duly authOrized officers as of Date of Policy shown In Schedule A First American Tltle Insurance Company BV PRES'DEI\:T . . A.TTEST IV~~ G. )~L/~ SECRET t< <y .. 1: .>, \1 t k J r ~ ' .... - ~~ ~...O~.., 1 " ~:"" ......~. ~~~. -~~ &::..4j~~{;-~'",,-\.~_ ~ -=r:.:-~~-~"-",,,: - $ --- ~ .~' ;,?A;~ ,~f:" ~--- .,. ....---.-- . . CLTA Standard Coverage Policy SCHEDULE A Total Fee for Title Search, Examination and Title Insurance $1,212.00 Amount of Insurance $530,000.00 POLICY NO.: VEN-856919-wv Date of policy: January 21, 1986 at 8:00 A.M. 1. Name of Insured CITY OF THOUSAND OAKS, a California Municipal Corporation and CALIFORNIA CITIES FINANCING CORPORATION, a Non-Profit Public Benefit Corporation and FIRST INTERSTATE BANK OF CALIFORNA, as Trustee 2. The estate or interest referred to herein is at Date of Policy vested in: THE CITY OF THOUSAND OAKS, a California municipal corporation 3. The estate or interest in the land described in Schedule C and which is covered by this policy is: A Leasehold Estate as created by that certain Site Lease dated as of December 1, 1985, executed by the City of Thousand Oaks, a General Law Ci ty , as Lessor and Cal i fornia cities Financing corporation, a Non- Profit Public Benefit Corporation, as Lessee, recorded January 21, 1986 as Instrument No. 6400 of Official Records. A Lease Agreement dated as of Oecember 1, 1985, executed by California Cities Financing Corporation, a Non-Profit Public Benefit Corporation, as Lessor and ci ty of Thousand Oaks, a Pol i tical Subdivision, as Lessee, recorded January 21, 1986 as Instrument No. 6401 of Official Records. An Assignment Agreement dated as of December 1, 1985, executed by California cities Financing Corporation, a Non-Profit Public Corporation as Lessor and First Interstate Bank of california, a California Banking Corporation, as Trustee and Assignee, recorded January 21, 1986 as Instrument No. 6402 of Official Records. _ '\ .>," 1. It I ... C .' ~~l~t~ ~~ '\:Y'<lf~=rI;(~/~/ ...' ---=___ .. _-......00:-- . ~~=856919-WV CLTA Standard Coverage Policy SCHEDULE B This policy does not insure against loss or damage, nor against costs, attorney's fees or expenses, any or all of which arise by reason of the following: PART ONE: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. . 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights claims or title to water. 6. Any right, title, interest, estate or easement in land beyond the lines of the areas specifically described or referred to in Schedule C, or in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing in this paragraph shall modify or limit the extent to which the ordinary right of an abutting owner for access to a physically open street or highway is insured by this pOlicy. 7. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regulating or prohibi tinq the occupancy, use or enj oyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions or area of the land, or the effect of any violation of any such law, ordinance or governmental regulation. . 1: .>,\fl.RI " C . ,~ .., ~!(t!t~ ~ ~~. .~ .. ~ - --~'P'- ,,\,,/A<~~- If · -,4, -~<~- -'c..~""L .. -.-'"' :..-~~ VEN-856919-wv 8. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the pUblic records. 9. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured c1aimant~ (b) not shown by the public records and not otherwise excluded from coverage but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interests insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder (c) resulting in no loss or damage to the insured claimant~ Cd) attaching or created subsequent to Date of Policy~ or (e) resulting in loss or damage which would not have been sustained if the insured claimant had been a purchaser or enc~~hrancer for value without knowledge. PART TWO: 1. General and Special Taxes for the fiscal year 1985-1986, amount No Taxes Due; Code Area 08042, A.P. No. 663-0-080-225 and 663-0-080-285. . There are no exemptions. Taxes shown above may be subject to reassessment and increase. 2. The lien of Supplemental Taxes assessed pursuant to Chapter 498, statutes of 1983 of the State of California. 3. An easement for road purposes over a strip of Parcel of land 15 feet wide, as granted to Ted Lynn and Helen Lynn, his wife, in Deed recorded March 21, 1946 in Dook 744, page 223 of Official Records. 4. An easement over said land for either or both pole lines, conduits and incidental purposes in favor of Southern California Edison Company as set forth in an instrument recorded in book 2305, page 407 of Official Records. 5. An easement over said land for either or both pole lines, conduits and incidental purposes in favor of General Telephone Company of California as set forth in an instrument recorded in book 2307, pages 304 of Official Records. 6. An easement over the following described portion of said land for pipe lines and incidental purposes as granted to Conejo Valley Sanitary company, a corporation, in Deed recorded June 23, 1964 in book 2567, page 330 of Official Records. . _, ,,\f t. h I ....i-"" ~ C'"/ ""'" ~ - ..... __....-. "1 ~f~~ ~;"" ~-;;. .~'....~ -. ~- iJto-- < .'.~~.~ /.//1/ ----- . ..;::-- -----.::""- VEN-856919-wv Beginning at the centerline intersection of Lynn Road and the Southeasterly boundary of Tract No. 1453 shown as having a bearing and distance of tiN 52 deg. 591 41" E. 84.00 feet" as recorded in book 36, page 11 of Miscellaneous Records, in the office of the County Recorder of said County: thence along said boundary South 53 deg. 03' 3611 West 26.00 feet to the True Point of Beginning: thence over a 12 foot wide strip of land, the centerline of which is described as follows: 1st: South 36 deg. 561 24" East 122.51 feet: thence, 2nd: South 48 deg. 391 14" West 224.00 feet: thence, 3rd: South 56 deg. 441 56" West 180.00 feet: more or less, to the Easterly property line of Calle Yucca. The sidelines of the above described easement shall be extended to terminate on the Easterly property line of Calle Yucca. 7. Easements for pipe lines and incidental purposes as granted to Conejo Valley Sanitary Company, a corporation, in Deed recorded November 18, 1964 as Document No. 83588 in book 2673, page 405 of Official Records. . 8. An easement over the following described portion of said land for a public road and/or highway as granted to the City of Thousand Oaks in Deed recorded December 30, 1965 in book 2921, page 394 of Official Records. Commencing at the most Westerly corner of Lot 26, Tract No. 1453, as per that certain map recorded in book 36, page 11 of Miscellaneous Records (Maps) thence along the Southwesterly line of said Lot, South 38 deg. 41' 39" East 79.07 feet to a point in the Northeasterly line of said Lot, South 3 B deq. 411 39" East 79.07 feet to a point in the Northeasterly line of Calle Yucca, eighty (80) feet wide, as shown on said Map: thence along said Northeasterly line Southeasterly along a non-tangent curve concave Southwesterly having a radius of 440.00 feet and a central angle of 39 deg. 551 08" the initial tangent of which bears South 63 deg. 181 49" East an arc distance of 306.55 feet to the True Point of Beginning: thence continuing along said Northeasterly line, 1st: Southeasterly along a curve concave Southwesterly having a radius of 440.00 feet and a central angle of 10 deg. 47' 44"1 an arc distance of 82.90 feet to a point; thence leaving said southwesterly line, . 1: .>, \1 1:. k / ....~<.._~ C_1 "" ~ _ d 1 ~~....l~ ~-- 1? . ........':..",'>i(~~ ///f.?' ~....;..."-......, _.,.o....~_ ~ ~=856919-WV 2nd: Northerly along a non-tangent curve concave Westerly having a radius of 50.00 feet and a central angle of 111 deg. 451 12" the initial tangent of which bears South 37 deg. 52' 4711 West an arc distance of 97.52 feet to the Point of True Beginning. 9. An easement and right of way for flood control, water conservation and related purposes as granted to Ventura County Flood Control District by easement deed recorded January 28, 1975 in book 4362, page 1 of Official Records. 10. An easement and right of way for the purposes of construction, maintenance, repair, removal, reconstruction and operation of sanitary sewers, storm drains, water lines, public utilities and a public road as granted to the City of Thousand Oaks, California, a municipal corporation by easement deed recorded December 26, 1975 in book 4514, page 511 of Official Records. 11. An easement for slope drainage and incidental purposes in favor of City of Thousand Oaks as set forth in Document recorded February 6, 1981 as Document No. 12212 of Official Records. . 12. site Lease dated December 1, 1985, executed by the City of Thousand Oaks, a General Law City, as Lessor and California cities Financing Corporation, a Non-Profit Public Benefit Corporation, as Lessee, recorded January 21, 1986 as Instrument No. 6400 of Official Records. 13. A Lease Agreement dated December 1, 1985, executed by California Cities Financing Corporation, a Non-Profit Public Benefit Corporation, as lessor and city of Thousand Oaks, a political SUbdivision, as Lessee, recorded January 21, 1986 as Instrument No. 6401 of Official Records. 14. An Assignment Agreement dated December 1, 1985, executed by California cities Financing Corporation, a Non-Profit Public Benefit Corporation as Lessor and First Interstate Bank of California, a Banking corporation, as Trustee And Assignee, recorded January 21, 1986 as Instrument No. 6403 of Official Records. 15. The terms, covenants and provisions of the Site lease referred to in Schedule A, and the effect of any failure to comply with such terms, covenants and provisions. . <, 1" ,,\1 1. k J ~ .... ~ " ;4~~~ . 5~i? ~"~~"""~ 4'/ .--_- . ~.Z~- ~~=856919-WV 16. The terms, covenants and provisions of the Lease Agreement referred to in Schedule A, and the effect of any failure to comply with such terms, covenants and provisions. 17. The terms, covenants and provisions of the Assignment Agreement referred to in Schedule A and the effect of any failure to comply with such terms, covenants and provisions. . .,'" .>, \\ t h J ,. ~ . ;#?;~~~~ ~...... ~J-.~~ ; . -=-""-~#- ~ .,.;4?-~>;:--"'" /~I:" , -- ~~ ~ ~ . . -. -E"- --- VEN-856919-WV SCHEDULE C The land referred to in this policy is situated in the state of California, County of Ventura, and is described as follows: That portion of Section 8, Township 1 North, Range 19 West, J. Edwards Tract No.1, Rancho El Conejo, in the City of Thousand Oaks, County of Ventura, state of California, according to the Map recorded in book 1, page 746 of Deeds, described as follows: Beginning at the Southeasterly corner of Lot 3, Tract No. 1862, according to the Map recorded in book 46, page 73 of Maps; thence along the boundary of said Tract No. 1862 by the following 2 courses, 1st: North 66 deg. 45' 21" West 106.89 feet to an angel point; thence, 2nd: . 3rd: 4th: 5th: 6th: 7th: 8th: South 63 deg. 2S' 27" west 112.89 feet to the Easterly line of Tract No. 1453 according to the Map recorded in book 36, page 11 of Maps; thence along the boundary of said Tract No. 1453 by the following 5 courses, Southeasterly along a curve concave Northeasterly having a radius of 958 feet a radial line bears South 63 deg. 28' 27" West through an angle of 10 deg. 27' 51" an arc distance of 175. 14 feet to the Southeasterly corner of said Tract No. 1453; thence, South 52 deg. 59' 41" West 84 feet to the most Easterly corner of said Tract No. 1453; thence, North 69 deg. 49' 40" West 98.24 feet to an angle point; thence, North 54 deg. 08' 40" West 13.50 feet to an angle point: thence, North 70 deg_ 05' 45" West 97.23 feet to an angle point: thence, South 22 deq. 01' 50" West 111.84 feet to a 3/4 inch iron pipe; thence, ~ 9th: South 42 deg. 01' 50" West 47.73 feet to a 3/4 inch iron pipe set on the Northeasterly line of Calle Yucca as shown on the Map of Arroyo Acres (Lynn Ranch) filed in book 20, page 25 of Records of Survey; thence along the boundary of said Arroyo Acres by the followinq 2 courses and/or prolongation thereof, _ 1" -\ \1 l. I{ I ... C .. ~~ ~~~ ~P~~EP~""~ 'tf- "'sp '$:',"<(Ji~ 4Y' -~' - _~.,4- . ~~:8569l9-WV 10th: 11th: 12th: 13th: 14th: . 15th: 16th: 17th: 18th: . Southeasterly, Southerly and Southwesterly along a curve concave Westerly having a radius of 440 feet a radial line bears North 66 deg. 39' 47" East through an angle of 42 deg. 58' 1311 an arc distance of 329.99 feet 1 thence tangent to said curve, South 19 deg. 38' West 44.76 feet to the Southwesterly line of the land described in Parcel 2 in the Deed to Martha L. Hunt recorded in book 540, page 34 of Official Records; thence along said Southwesterly line being also the so called centerline of Arroyo SaIto by the following 3 courses, South 63 deg. 56. East 84.06 feet to an angle point; thence, South 58 deg. 10' East 309.55 feet to an angle point; thence, South 69 deg. 54' East 178.56 feet to 35th course and/or prolongation thereof, recited as ItS 3 deg. 59' 2911 W 238.52 feet", in Parcell Parcel A Golf Course North of U.S. Highway 101, in that certain Deed of Trust recorded May 28, 1965 as Document No. 39347, in book 2797, page 189 of Official Records; thence along the boundary of said Parcel A by the following 2 courses, North 3 deg. 59' 29" East 238.52 feet to the Northerly terminus of said 35th course; thence, south 86 deg. 00' 31" East 12.01 feet to the intersection with the southerly prolongation of the 37th course, being a curve concave Southwesterly having a radius of 654 feet in the deed to the County of Ventura recorded April 13, 1965 as Document No. 27307 in book 2769, page 403 of Official Records (Village Lane), a radial line to said intersection bears South 86 deg. 00' 31" East: thence along said prolongation to and along the Easterly line of said Village Lane by the following 4 courses, Northerly along a curve concave southwesterly having a radius of 654 feet through an angle of 36 deg. 04' 48", an arc distance of 411.83 feet to the Northerly terminus of said 37th course, being the beginning of a reverse curve concave Easterly having a radius of 45 feet; thence, \ Northerly along said reverse curve through an angle of 64 deg. 00' 29" an arc distance of 50.27 feet to the beginning of a reverse curve concave Northwesterly having a radius of 857.29 feet; thence, _ '\ 'I. \1 Ie R / ... C ~ .., ~' :.;-'""':. f~'" I ~/__ ~ "0-..... _?:;...:~>~".,.......~~.. -;;~}~~~.ti ~ ~\_.. ~f{.: v;~~ r.~'~~ ---~ --.-""~---- ..... ~L --....... . VEN'-8569l9-wv 19th: 20th: 21st: Northerly and Northeasterly along said last mentioned reverse curve through an angle of 11 deg. 22' 57" an arc distance of 170.29 feet to the beginning of a reverse curve concave Southeasterly having a radius of 758 feet; thence, Northeasterly along said last mentioned reverse curve through an angle of 2 deq. 46' 16" an arc distance of 36.66 feet to the intersection with the Southeasterly prolongation of the Southwesterly line of said Lot 3, Tract No. 1862; thence along said prolongation, North 66 deg. 45' 21" West 84 feet to the Point of Beginning. EXCEPTING THEREFROM that portion of said land as conveyed to Victor H. Palmieri, as Trustee in Deed recorded August 10, 1966 in book 3028, page 216 of Official Records, lying southwesterly of the Southeasterly prolongation of the first course of the above described Parcell. ALSO EXCEPTING a portion of said land described as follows: Commencing at the Westerly terminus of the thirty-third course described in Deed to the state of California, recorded January 9, 1962 in book 2093, page 166 of Official Records, in said office as having a bearing of N. 76 deg. 00' 48" W., and a length of 61.69 feet: thence, . (1) Along said Thirty-third course S. 76 deg. 00' 48" E. , 61.69 feet to its Easterly terminus; thence, N. 62 deg. 09' 43" W. , 147.21 feet; thence, N. 55 deg. 11' 07" W. , 400.91 feet; thence, N. 30 deg. 57' 11" E. , 96.00 feet; thence, (2) (3) (4) (5) N. 59 deg. 02' 49" W., 275.00 feet to the TRUE POINT OF BEGINNING of this description; thence, (6) Northwesterly along a tangent curve, concave Northeasterly, having a radius of 300.00 feet, through an angle of 31 deq. 28' 41", an arc distance of 164.82 feet to a point of reverse curve, a radial line of said reverse curve at said point bear~ N. 62 deg. 25' 52" E.; thence, Northwesterly along a reverse curve, concave southwesterly, having a radius of 500.00 feet, through an angle of 14 deg. 56' 33", an arc distance of 130.40 feet; thence, (7) . 1: ... \1 f R J . ~ ( ....~ , ~ A~' .."...~- 1 ;e&... -~,., ",7~.- ~ --,o~ "lJ" v - ~/J'-~.f-~""': ,.',.-..'-<....~~ ,... -~:--'":.-~~....... - .. J ... ~:~ ~k":i- ~---:"I!C .-~~N~~:919-WV (9) (8) N. 42 deg. 30' 41" W., 88.27 feet; thence, S . 83 deg . 53 ' 59 n W., concave Southwesterly, thence, 44.00 feet to a non-tangent having a radius of 1054.00 curve, feet; (10) Northwesterly along last mentioned curve, through an angle of 27 deg. 23' 54", an arc distance of 504.01 feet to a point of reverse curve, a radial line of said reverse curve at said point bears S. 56 deg. 30' 05" W.; thence, (11) Northerly along a reverse curve, concave Easterly, having a radius of 40.00 feet, through an angle of 65 deg. 24' 51lt, an arc distance of 45.67 feet to the 39th course described in deed to the County of Ventura recorded as Document No. 27307 in book 2769, page 403 of said Official Records; thence, Southerly and Southeasterly along the 39th course and the 38th and 37th courses described in said deed to the County of Ventura to the Easterly terminus of the 36th course described in last mentioned deed; thence, Along said 36th course S. 88 deg. 43' 25" W., 157.46 feet to its Westerly terminus; thence, (14) S. 27 deg. 12' 24" E., 80.41 feet; thence, (12) . (13) (15) Easterly, from a tangent, which bears N. 58 deg. 34' 46" E., along a non-tangent curve, concave Southwesterly having a radius of 40.00 feet, through an angle of 91 deg. 15' 53", an arc distance of 63.72 feet; thence, (16) Southeasterly along a compound curve Southwesterly, having a radius of 946.00 feet, through an angle of 24 deg. 03' 20", an arc distance of 397.18 feet; thence, (17) N. 83 deg. 21' 12" W., 234.55 feet; thence, (18) N. 63 deg. 05' 57" W., 281.79 feet to the East line of Calle Yucca, 80.00 feet wide, as shown on Map entitled "Arroyo Acres" recorded in book 20, pages 24 through 27 of Records of . Surveys in said office; thence, (19) . southerly along said East line to the South line of that certain parcel of land described in Deed recorded November 14, 1963 as Document No. 67251 in book 2426, page 564 of said Official Records; thence, _ ."\ .>, \. t_ Ii J ~ ( . ~ . -1 ~' ~~_ ~~ 1 or --;:...-.,. ;Jr ". ...~ -..,;: ~i'i:~_~ "'''i~ - ~~~~? ,,,-... '- .~;{. ~cL-':-_ /.1 h/ i --- -=: ~ tf'-"'--!../~ . ~~~856919-WV (20) Easterly along said South line to the Easterly line of the land described in Deed recorded in book 540, page 34 of said Official Records, said Easterly line also being the West line of the East One-Half of the East One-Half of said Section B; thence, (21) Northerly along said Easterly line to Course No. 5 hereinabove described; thence, (22) Along said Course No.5, N. 59 deg. 02' 49" W., 51.94 feet to the True Point of Beginning, as condemned to the people of the state of California in that Final Order of Condemnation recorded February 6, 1968 in book 3260, page 156 of Official Records. ALSO EXCEPTING THEREFROM that portion of said land as conveyed to Paul Z. Rose, in Deed recorded December 30, 1980 in book 5803, page 956 of Official Records. . ALSO EXCEPTING THEREFROM an undivided one-half interest in and to all the oil, gas, mineral and other hydrocarbon substances lying or being below a depth of 500 feet from the surface of the real property above described, provided, however, the grantors, their heirs, successors and assigns shall not have the surface right to extract such minerals as reserved by Martha L. Hunt, in Deed recorded February 26, 1957 as Document No. 8780 in book 1486, page 533 of Official Records, from that portion included within the land conveyed by said Deed. ALSO EXCEPT an undivided one-half interest in all oil, gas, hydrocarbon substances and other minerals of all kinds whether like or unlike hydrocarbon below a depth of 500 feet of the surface of the real property described in Exhibit nAn hereto without, however, the right to enter upon the surface of such real property, as reserved by Janss Development Co., in Deed recorded December 28, 1971 in book 3901, page 354 of Official Records. . . flB~ 111:l~ Id lli'Sli !f!~ :l~i~ .~ ~.. .~-~ .g~: ~~i i:!o1 i3.... . ~ o -. .., , ~~~ : :; ;: ~ i ~ ... 1IIi'I....... !:'b~ ~ ~ Q " " r~; ; ~ g .. !t ~ ~ .. .. ""In~ ". ~ <> (> 2 . , 3 " " - S " ~ nf'\ ~" :::: ~ r-. '5 .. ~ - , .. . .. - .. . h l~ :; - 0 D... ~ ~ ~ --< ~ cG~~ ~ fl;j""'l ~'tI~~ a ~ ~ ~ ~ ~ ~ ~ 1? ~ -" ~ ::;. lQ VI o Ql T"':. :-....1... lr - .' .. ..... I r-' ~ !"~-6 "" ", " - ,. t-...- !-.: r J. . _ , . ...... _, . .... _ ; , . " ..., . , ",.~:, .... '.: :.maCIJ - .. ,. . - ,- '~.- -.. - -' . . . . - : t- -, ~.. ~ "':"e:1 1(.... 1 ... ' ;, '. " ~ . ~ I..,,:} i;:, ..I,~~ - r - \ ,,__ --'. c.'':'C' (',:: ;:;-.,;. '_ th':; map ~ .' ~ '- "'-'. l ....ce u~on ) 1-1,--..... ,-... - -, It from re Idlo wr..cr, m4j re::)u, -t- ,; P""P:;::;'l. ...:~ . ..' ~ ....r: ro f . ~ _~ .. ~\i v- -. - .. ~ ; . CID CIl ~:to g~ C\~ g"Cl !:!J1;' ... ~~ ::.- ~::l:l a~ . Ql ,~ g'"-tJ - lQ t)1\) ,=,4lo ~ ~ :-- @) " ." ~ ~~ i@<ID ~; ~ ~ @ ~ ~ :it 0) t<; ~ .~ oat'" ~ lit;- o~ ~o ".. ~ @- ~tD N,.. U1 ~ Cn:o r:ip ~fT1 .. r- -to -0 ..~ ~ ~~ (00 ~ ot )0( ~ g~ B' 0::::0 (i ':"\00 :to I\) 4... <<I C 0') ~ I o CO DEFINITION OF TERMS _he follOWing terms when used In this policy ~i . 'Insured , thlt Insured named In Schedule A, and, subJect to any rights or dltfen~ the Com pany may have had against the Ilamltd Insured, those who succlted to the Interest of such lrlsured by operation of law as distinguished from purchase including, but not hmlted to, heirs. dlstrlbutees. de- Visees, survivors, personal representatllles, next of kill, or corporate or fidUCiary succe$SOrs The term "lIlsured" alSO includes (,) the owner of the IIldebt- edness secured by the Insured mong&ge and each successor In ownership of such Indebtedness (re- serving however, all rights and defenses as to any such successor who acquires the Indebtedness by operation of law as descrrbed In the first sentence of thiS subparagraph (a) that the Company would have had &galnst the successor's transferor), and further Includes (II) any governmental agency or Instrumentality which IS an Insurer or guarantor under IIn Insurance contract or guaranty Ins,.rlng or guaranteeing said Indebtedness, or any part thereof whether named as an Insu red herem or not, and (Ill) the plIrtles designated In par;)Qraph 2 la} of these Conditions and Sllpulatlons (b~ 'Insured claimant" an Insured claImIng loss or damage hereunder (c) ",nsured lender" the owner of an Insured mortgage ld) "Insured mortgage" e mOrtgage shown In Schedule B, the owner of which .s na'lled as an In- sured In Schedule A (e) "knowledge" actual knowledge, not COtr structlve knowledge or notice wh,ch may be 1m puted to an Insured by reeson of any public records (1) "land" the land deSCribed, specIfically or .ference In Schedule C, and Improvements af thereto whIch by law constitute real property Ided, however, the term' land" does not In- clude any area excluded by Paragraph No 6 of Part I of Schedule B of th,s Policy (g) "mortgage" mortgage, deed of trust, trust dlted, Or other securoty lIlstrument Ihl "publiC recordS" those records wtl1ch by law Impart constructive notice of matters relating to the land 2 (al CONTINUATION OF INSURANCE AFTER ACQUISITION OF TITLE BY INSURED LENDER If thiS policy Insures the owner of the indebt- edness secured by the Insured mortgage thIS policy shall contlOue ,n force as of Date of PolICY on tlNOr of such Insured who acqu Ires all Or en y part of the estate Or IIlterest In the land described In Schedu Ie C by foreclosure, trustee's sale, conveyance In lieu of foreclosure, or other legal manner which d.s- charges the lien of the Insured mortgage, and If suc" Insu red IS a corporation, ItS transferee of the estate or onterest so acqUired, prOVided the transferee IS the parent or wholly owned subsldlery of such In- sured and In favor of any governmental agency or (nstrumentallty whrch acqUIres all Or any part of the estate or II1terest pursuant to a contract of Insur- ance or guaranty insuring or guaranteeing the In- debtedness secured by the Insured mortgage After any such acquISition the amount of msurance her&- under, exclUSive of costs. ettorneys fees and ex penses whIch the Company may be ob',gated to pay, shall not exceed the least of hi the amount of Insurance stated In Schedule A. . (III the emount of the unpaid prll"lclpal he mdebtedness plus Interest thereon as deter- ed under paragraph 6 (al hll) hereof, expenses Of fOreclosure an d amou nts advanced to protect the lien of the ,nsured mortgage and secured by Silld Insured mortgage at the t,me of acqu,sltlon of such estate or Interest m the land, or CONDITIONS AND STIPULATIONS (III) the amount pclld by any governmental agency or instrumentality, If such agency or Instru- mentality IS the Insured claImant. In acquIsition of such estate or mterest In satisfaction of .ts msur- ance COntract or guaranty (bl CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TiTlE The cOllerage of thiS policy shall contlllue In force as of Date of POhcy, In favor of an Insured so long as such tr'lsured retams an estate or mterest In the land, or owns an ,ndebtedness secu red by a pur chase money mortgage given by a purChaser frOm such Insured. or SO long es such IIlsured shall havl! hablllty by reason of covenants of warranty made by such IOsured III any transfer or conveyance of such estate or mteren, prOVided however, thiS poliCY Shall not contlllue In force In fll\lor of any purchaser from such Insured of either said estate Or Interest or the Indebtedness secured by a purchase money mortgage given to such IIlsured 3 DEFENSE AND PROSECUTION OF ACTIONS - NOTICE OF CLAIM TO BE GIVEN BY AN INSURED CLAIMANT (a) The Compeny, at .ts own cost and Without undue delay, shall prov,de for the defense of an IIlSU red m lIt IgatlO n to the exten t that such liti- gation Invollles en alleged defect, "en, encum- brance or other matter Insured agamst bV thl5 poliCY {bl The Insured shall oatlty the Company promptly ,n Wrltlllg (II In case of any litIgation as set forth In (al above. (II) III case knowledge shall come to an Insured hereunder of any claim of title or toterest whIch IS adverse to the title to the estate or Interest or the hen of the Insured mortgage, as msured and whIch might cause 10$5 or damage fOr whIch the Company may be IllIble by virtue of thIS policy, or (1111 If tItle to the estate Or Interest or the lien of the Insured mortgage. as Insured IS rejected as unmllrketsble If SlIch prompt notice shall not be given to the Company, then as to such Insured all liability of the Company shall cease and term.- nllte m regard to the maner or maners for which such prompt notice IS required prOVided, however, that failure to notify shall to no CIISe prejudice the rights of any such Insured under thiS policy unless the Company shall be prejudiced by such failure and then only to the extent of such prejudice (c1 The Company shall hll\le the right at Its own cost to IIlstltute and Without undue delay prosecute any action or proceeding or to dO any other act whIch If] Its opllllon may be necessary or desirable to establish the title to the estate or Inter- est or the hen of the msured mortgage, as Insured. and the Company may take any appropnate action, whether or not It shall be liable under the terms of thiS POliCY, and shall not thereby concede liabIlity or waive any prOVISIOn of thIS polley (dl Wh!lllever the Company shall have brought any actIon or Interposed a defense as reqUired or permitted by the prOVISIons of th.s pOlicy, the Company may pursue eny such litigation to fmal determlnEltlon by a court of competent Junsc!lctlon and expressly reserves the right, In Its sole dIscre- tion, to appeal from any adverse Judgment or order leI In all cases where thiS pOlicy permits or Ie- ql.ares the Company to prosecute or prOVide for the defense of IIny action or proceedmg the In- sured hereunder shall secure to the Company the fight to $0 prosecute or prOVIde defense rn such action or proceecllng, and lIlI appeals therein, and perm.t the Company to use, at Its option, the name of such onsured tor such purpose Whenever re- quested by the Company, such Insured shall give the Company, at the Company's expense, all reason- able aId ! 1 I !II any such action or proceedmg In effecting settlement. securmg evidence, obtaining witnesses. or prosecutmg or defending such action or proceeding, end (21 In any other act which In tile OPIllIOIl of the Compeny may be necessary or desirable to establish the title to the estate or mterest or the hen of the Insured mortgage as 1"1 sured. IIlcludlng but not limited to executtng cor rectlve or other documents . PROOF OF lOSS OR DAMAGE - LIMITATION OF ACTION In addition to the notlces reqUIred under ParIT graph 3 (bl of these Conditions and Stipulations, a proof of loss or damage signed and S\f/orn to by the Insured claimant shall be furnished to the Com pany wlthm 90 days after the IIlsured cl8l'nal"it shall 8SCertam or detetm lIle the fact~ glvlIlg flse to such loss or damage Such proof of loss or dal")age shall deSCribe the defect Ill, or lien or encumbrance on the title or other matter Insured agaInst by tlm poliCY which constitutes the basiS of loss or da"'" age and, when approp"lIte, state the baSIS o' calculating the amount of such loss or dilmage Should such proof of loss or da<nage fad to state faus suffiCient to enable the Compar>y to determine ItS hablllty hereullder, Insured claimant at the written request of Company shall furnish such additional mformatlon as may reasonab'y be necessary to make such determlllatlon No right of action shall accrue to Insured claimant u nt.l 30 davs after such proof of loss or damage shall hlNe been furnished Failure to furnish such proof of loss or damage shall termInate any hablllty of the Company under th.s policy as to such loss or damage 5 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS AND OPTIONS TO PURCHASE IN- DEBTEDNESS The Company shall hll\le the opt Ion to payor otherwIse settle for Or In 1he name of a., IIlsu'ed claimant any claIm IIlsured against, or to terml nate ail liability and obligations of the Company hereunder by paYing or tendering payment of the amount of Insurance under thiS pO!lcy together With any costs. anorlleys' fees a nd expenses I n- curred up to the time of such payment or tender of payment by the Insured clillmant and authonzed by the Company In case loss or dilmage IS claimed under thiS poliCy by the owner of the IOdebtedness secured by the IIlsured mortgage, the Company shall have the furtlter OptIon to purchase such Indebted ness for the amount owmg thereon together w,t" all costs attorneys' fees and expenses which the Company,s obligated hereunder 10 pay If the Company offers to purchase said mdebtedness a. herem prOVided the owner of sucl1 Indebtedness shall transfer and assign $BId Indebtedness and the mortgage end eny COllateral securing the same to the Company upon payment therefor as herlHn prOlllded Upon such offer being made by the Company, all IIabll,ty end obligations of the Com pany h ereu nder to the owner of the ,ndebtedness secured by said Insuled mortgage other than the obligation to purchase said Indebtedness pursuant to thiS paragraph, are terminated 6 DETERMINATION AND PAYMENT OF LOSS (al The liability of the Company under thiS policy Shall m no case exceed the teast of hI the ilctualloss ofthe IIlsuredclalment or ht) the amount of Insurance stated In Schedule A, or, If applicable the amount of In- surance lIS defined In paragraph 2 (al hereof or 11111 ,f th,s poliCY IIlsures the owner at the Indebtedness secured by the Insured mortgage, and prOVided said owner IS the Insured clelmant, the amount of the unpaid prinCipal of sa,d Indebted ness, plus IIlterast thereon. prolllded such amount shall not II1clude any additional prlnc-pill Indebted nass created subsequent to Date of PoliCY. exceOI as to amounts advanced to protect the hen of tile Insured mortgage and secured thereby (bl The Compilny Will pay In addition to ilny loss Insured IlgalllSt by th,s POliCY, all costs Im- posed upon an IIlsured In litigation earned on by (Continued on inSide back CQl;er: IContmued trom Inside front coverl thi' Company ior such Insured. and all costs. .ni'Ys' flle~ and expensl!S In litigation carned y such Insured with the wrItten authorization e Company ic] When the amount of 10S!; or damage has been definitely fixed In accordance with the con- ditions of thiS policy, the loss or damage shall be payable within 30 days thereafter 7 LIMITATION OF LIABILITY No claIm shall arise or be mamtamable under thIs POlIcy (al,f the Company. after havmg received notice of an alleged defect, hen or encumbrance In- sured aga,nst hereunder, by litigation or other- Wise, removes such defect, lien or encumbrance or establishes the t.tle, or the hen of the InSU red mort- gage as Insured, wlthm a ,easonable time after receIpt of such notice, (bl In the &vent of litigation untIl there kas been a fmal determmatlon by a court of competent JUrisdiction, and dispositIon of all appeals tllerefrom, adverse to the title or to the hen of the msured mortgage, as Insured, as pro- VIded In paragraph 3 hereof. or (d far hablllty voluntarily admitted or assumed by an Insured WithOut priOr written consent of the Company 8 REDUCTION OF INSURANCE. TERMINA- TION OF LIABILITY All payments under thIS policy, except pay- ment made for costs, attorneys' fees and expenses. shall reduce the amOunt of the Insurance pro tanto prOVided, however, If the owner of the mdebtedness secured by the msure<! mortgage IS an msured here- under. then such payments, prior to the acqUIsition of t'tle to said estate or Interest as prOVIded In paragraph 2 (a) of these CondItions and Stipula- tions, Shall not reduce pro tanto the amount of the Insurance afforded hereunder as to any such m _d. eJCcept to the extent that such payments c:e the amount of the mdebtedness secured sucl1 mortgage Payment on full by any person or voluntary satisfaction or release of the Insured mortgage shall term mate all liability of the Company to an msured owner of the IOdebtedne~ secured by the IO$Ured mortgage, except as prOVIded In paragraph 2 (al hereof 9 LIABILITY NONCUMULATIVE It IS expressly understood that the amount of IOSU rance 1,1 nder th IS policy. as to the 1051,1 red owner of the estate or Interest covered by th,s pOhcy. Shall be reduced by any amount the Company may pay under any pellcy msuTlng (a) a mortgage shown or referred to ,n SChedule 8 hereof wh.ch IS a lien on the estate Of mterest covered by tl1fS policy, . CONDITIONS AND STIPULATIONS or (bl a mon:gage hereafter executed by an Insured whIch IS a charge or hen on the estate or Interest described or referred to In Schad 1,1 I e A, and the amount so paId shall be deemed a payment under thiS pol,cy The Company shall have the option to apply to the payment of any such mortgage any amount that otherWIse would be payable hereu'lde' to the Insured owner of the estate or Interes' COv ered bv thIS poliCY and the amount so paId shall be deemed a payment under thiS policy to sa.d IO$Ured owner The provls'ons of thiS paragraoh 9 shall not apply to an owner of the Indebtedness secured by the IOsured mortgage unless such IOsured acquires title to said estate Or Interest .n satisfaction of said mdebtedness or eny part thereof 10 SUBROGATION UPON PAYMENT OR SETTLEMENT Whenever the Company shall have paid or settled a cla1m under thiS pohcy all right of sub- rogatIon shall vest In the Company unaffected by any act of tll e In sured cia I mant, except that the owner of the mdebtedness secured by the Insured mortgage may release or substitute the personal hablllty of any debtor or guarantor, or extend or otherwIse modify the terms of payment, or re- lease a port Ion of the estate or ,nterest from the lien of the msured mortgage, or release any collateral security for the rndebtedness prOVided SLlch act occurs pnor to receipt by such IOSU red of notIce of any claim of title Or Interest adverse to the title to the estate or Interest or tl'le PrlOTlty of the lien of the Insured mortgage and does not re5u It In any loss of pnoTlty of the lien of the In- sured mortgage The Company shall be subrogated to and be entitled to all TIghts and remedies which such Insured claImant would have had against any person or property In respect to such claIm had thiS poliCY not been ISSUed. and the Company IS here- by authOrized and empowered to sue. compromise or settle In Its name or In toe name of the Insured to the full extent of the lollS sustalf'led by the Com- pany If requested by the Company, the IOsured shaJJ execute any and all documentS to evIdence the Within subrogat.on If the payment does l'Iot cover tne loss of such Insured claimant, the Com pany shall be subrogated to such TIghts and reme- dies In the proportion whIch said payment bears to the amount of saId loss, but such subrogation shall be 10 subordlnat.on to an Insured mortgage If loss should result from any act of such IOsured claimant, sucn act shall not VOid th,s poliCY but the Com- pany. 10 tl1at event, shall as to such If'lsured cl8lmant be requIred to pay only that Part of any losses IOSUred agalOst hereunder whIch shall exceed the amount, If any. lost to tne Company by reason of the Implllrment of the TIght of subrogation 11 LIABILITY LIMITED TO THIS POLICY ThiS Instrument together With all endorse- ments and other Instruments, If any. attached here- to by the Company IS the Imvre polICY and COn tract between the IOsured and the Company Any claim of loss or damage, whether or not based on negligence, and whIch aTlses Out of the status of the hen of the Insured mortgage or of tile tItle to the estate or Interest cOllered hereby or sny action lISSertln9 suc" claim shall be restncte;:, to the prOVISIOns and condItions and stipulatIons of thiS pOlicy No amendment of or endorsement to thiS policy can be made except by WTlt I ng endorSed hereon or attached hereto Signed by either the PresIdent, a VICe Pres,dem, the Secretary, an ASSistant Secretary, or valldatmg officer or aut"or- .zed sIgnatory of the Company No payment shall be made without prodUCIng thiS poliCY far endorsement of such payment un- less the po hcy be lost or destroyed. In wh Ie h case proof of such joss Or destruction shaH be furnJs"oecf to the satisfactIon of tile Company 12, NOTICES. WHERE SENT All notIces reQUired to be gIven the Company and any statement m v1IfItmg reqUired to be fur- TIIshed the Company shall be addressed to It at ,rs home office at 421 North Main Street Santa Ana Cahfornla. 92701, or to the office which Issued tIllS pol ICY , . . . * * * * * * * . * * * * * * . . INCUMBENCY CERTIFICATE I, Catherine M. Salazar, Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation, hereby certify that by resolutions duly adopted by the Board of Directors of the corporation, the officers named upon this certificate have been duly elected, are now acting and are qualified to sign on behalf of this corporation, that the specimen signatures appearing opposite the names and titles are the genuine signatures of such officers and that said resolutions electing these officers are now in full force and effect. ce;;-)n;;;;;Q " D. R. Me Eachren Vice President l{!LR fJ.J.,/'tb_/.xfiJ R. Rappaport. Trust Officer Witness my hand and the seal of said corporation this the 30th day of December 1985. r?~ ~- ~~ ASSISTANT SECRETARY OF FIRST INTERSTATE BANK OF CALIFORNIA . . . CERTIFIED COpy OF RESOLUTION OF BOARD OF DIRECTORS of FIRST INTERSTATE BANK OF CALIFORNIA RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice president, Senior Vice President, Vice president, or the comptroller, together with the Secretary or any Manager, Assistant Manager, Senior Trust Officer, Trust Officer, Assistant Vice ~resident, Assistant Trust Officer, Assistant Cashier, Assistant Comptroller, Corporate Facilities Officer, Assistant secretary, Operations Manager, Operations Officer, Corporate Banking Officer, Banking Officer, Investment Officer, or International Banking Officer, with or without the seal of this corporation, may: (1) make, sign execute, and deliver in the name of and on behalf of this corporation on its own account or as fiduciary of any court or private trust account, all bond indentures, conveyances, deeds, quit-claims, leases, mortgages, security agreements, powers of attorney, bonds of indemnity or other undertakings, contracts for the purchase or sale of real or personal property, repurchase agreements, guaranties, reconveyances of property, releases and satisfactions of mortgages, security agreements, jUdgements, and other liens; (2) assign, transfer, and deliver bonds, certificates of stock and other obligations and instruments belonging to this Corporation or any trust held by this corporation; (3) except as otherwise provided in this resolution, make, sign, execute, and deliver any other instruments, documents or agreements relating to or affecting the property or business of this Corporation, or the property or business of any court trust held by this Corporation, or the property or business of any private trust held by this Corporation which may be found necessary, proper or expedient to be executed, signed or delivered in conducting the business of this Corporation. FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President, Vice President, Secretary, any Senior Trust Officer, Manager, Assistant Manager, Trust Officer, Assistant Vice President, Assistant Trust Officer, Assistant Cashier, Assistant Comptroller, Assistant Secretary, Operations Manager, operations . . . Officer, Corporate Banking Officer, Bankin~ Officer, Investment Officer, International Banking Officer, or Leasing Officer, with or without the seal of this Corporation, and in the name of and on behalf of this Corporation on its own account or as fiduciary of any court or private trust account may: (1) make, execute, and deliver full or partial releases or satisfactions of mortgages, security agreements, loan agreements, assignments of liens relating to or affecting real or personal property: (2) make, execute, and deliver financing statements, statements of continuation, release, assignment, termination, and amend:ment, and any other documents relating to or affecting a security interest in personal property, settlement agreements, bankruptcy claims: (3) make, execute, and deliver assignments or reassignments of any notes, mortgages, security agreements, leases, royalties, insurance policies or any other documents executed in favor of or assigned to this Corporation as security for any indebtedness; (4) make, execute, and deliver loan agreements, building loan agreements, and modifications or amendments thereto; (5) extend, or consent to the extension of, the time for payment of any note, mortgage, security agreement or deed of trust; (6) accept delivery and receipt for any money or property aid or delivered to this corporation; (7) A. Make, execute and deliver (a) requests to any trustee or trustees named in any deed of trust under which this Corporation is or may hereafter become beneficiary or assignee of any beneficiary, for a full or partial reconveyance of the property covered by such deed of trust: (b) notices of breach and election of this corporation to sell or cause to be sold any property described in any aforementioned deed of trust, to satisfy the Obligation secured by . said deed of trust, as is provided in Section 2924, the civil Code; (c) notices to trustee or trustees named in any aforementioned deed of trust, proceed to carry out the terms of said deed of trust and to make sale of the property deseribed in the said deed of trust, as is provided for by law, and to apply the proceeds to the satisfaction of the obligation to this Corporation secured by said deed of trust: (d) full and/or partial reconveyances when and as required under deeds of trust pursuant to which this Corporation is acting as Trustee and Notices of Trustee's Sale and any and all other documents of every nature to be executed in connection with foreclosures under such deeds of trust excepting Trustee's deed after sale; (e) oertify notes as being secured by deeds of trust and/or declarations of trusts; B. Do any other act or sign any other document that may be necessary, expedient or proper in order to protect the rights of the said Corporation in any of said deeds of trust, and bring about the performance of the terms of any of said deeds of trust to satisfy the obligation to this Corporation on its own account or in any fiduciary or representative capacity; . (8) accept court trusts, accept private trusts, accept and consent to the conversion of private trusts into court trusts: sign and verify petitions and accounts and returns of sale and reports and all other pleadings and documents proper to be filed in probate or other court proceedings respecting a court or private trust, sign and verify pleadings in actions at law or in equity; petition for the appointment of this Corporation as Executor, Administrator, Administrator with the Will Annexed, Guardian, Trustee, Conservator, and Receiver in any proceedings in probate or in equity; take and sign oaths and verifications to Letters Testamentary, Letters of Administration, Letters of Guardianship, Letters of Conservatorship, appointments as Trustee and Receiver, and such other oaths and verifications on the part of this corporation as may be necessary or proper in any proceeding: resign as Executor, Administrator, Guardian, Trustee, Conservator or Receiver: . . . . (9) execute and deliver proxies and powers of attorney to vote shares of corporate stocks held by this Corporation for itself or as Executor, Administrator, Receiver, or Trustee, or any other representative or fiduciary capacity, ~ (10) certify - certificates of Beneficial Interest, = certificates of ownership and other evidences of the rights of beneficiaries in and to court and-private-- trusts - held by this corporation; - - - (11) sign (a) certificates of authentication for and on behalf of this Corporation as trustee, or in other representative capacities, with respect- to~ bonds, -notes, debentures and other obligations issued under corporate mortgages, trust agreements and other indentures executed to this corporation and (b) certificates for securities _ dApn~i~Ad, in~Ar;m certificates and other certifica~es for and=Qn behalf of this corporation as depository_~r agen~~ _ (12) countersign bonds, notes, certificates of stock, voting trust certificates or participation certificates on behalf of this Corporation as transfer agent or registrar~ (13) certify certificates of cancellation and of cremation of stocks and bonds: (14) certify copies of any By-Law, record, document or any instrument belonging to this Corporation or to any trust held by it. FURTHER RESOLVED, that a copy of this resolution be recorded at the discretion of the Secretary in the office of the County Recorder of any County of the state of California. . . . I, Catherine M. Salazar, Assistant Secretary of FIRST INTERSTATE BANK OF CALIFORNIA, a california corporation, hereby certify that the foregoing is a full, true, and correct copy of a resolution duly adopted by the Board of Directors of said Corporation at a meeting of said Board duly and regularly held on the 15th day of April 1985, at which meeting a quorum of said Board was present and acting, and that said resolutions are in full force and effect and have not been revoked. WITNESS my hand and seal of said Corporation this 30th day of Oecember 1985. c!~ ~ ~(~ Assistant secretary of FIRST INTERSTATE BANK OF CALIFORNIA . . . 12/27/85 JHHW:BDQ:GFB Z3092 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION TRUSTEE'S RECEIPT OF FUNDS The undersigned hereby states and certifies: (i) that she is a duly qualified and authorized Trust Officer of First Interstate Bank of Cal ifornia, as trustee (the IITrusteell) under that certain Trust Agreement, dated as of December 1, 1985 (the "Trust Agreementll), by and among the Trustee, the California Cities Financing Corporation (the "Corporation"), and the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California; (ii) that on behalf of the Trustee, on the date hereof, she received from Merrill Lynch Cap i ta 1 Markets and Stone & Youngberg, as purchasers of the captioned Certificates of Participation, the sum of $2,821,786.53 for deposit into the following funds and accounts established pursuant to the Trust Agreement: $ 170,463.21 For deposit into the Delano Acquisition Account 1,369,218.16 For deposit into the Fontana Acquisition Account 282,582.88 For deposit into the Santa Monica Acquisition Account 373,070.58 For deposit into the Thousand Oaks Acquisition Account 3,484.38 For deposit into the Capitalized Interest Su baccount of the De 1 ano Lease Payment Account ($1,122.75 of such amount representing accrued interest from December 1, 1985 to the date hereof and $2,361.63 of such amount representing capitalized interest from the date hereof to March 1, 1986) 58,368.75 6,275.00 For deposit into the Capitalized Interest Subaccount of the Fontana Lease Payment Account ($9,403.85 of such amount representing accrued interest from December 1, 1985 to the date hereof and $48,964.90 of such amount representing capitalized interest from the date hereof to June 1, 1986) For deposit into the Capitalized Interest Subaccount of the Santa Monica Lease Payment Account ($2,021.94 of such amount represent i n9 accrued interest from December 1, 1985 to the date hereof and $4,253.06 of such amount representing capitalized interest from the date hereof to March 1, 1986) For deposit into the Capitalized Interest Subaccount of the Thousand Oaks Lease Payment Account ($3,550.49 of such amount represent i n9 accrued interest from December 1,1985 to the date hereof and $44,197.43 representing capitalized interest from the date hereof to January 1, 1987) . 47,747.92 152,583.15 For deposit into the Costs of Issuance Account . 26,875.00 For deposit into the Delano Reserve Account 225,000.00 For deposit into the Fontana Reserve Account 46,250.00 For deposit into the Santa Monica Reserve Account 59,867.50 For deposit into the Thousand Oaks Reserve Account $2.821.786.53 Total Amount to be deposited . -2- . . . {iii} that said total purchase price was computed as follows: $2,915,000.00 ( 109,312.50) 16,099.03 Principal amount of Certificates Less Underwriting Discount of 3.75% Plus Accrued Interest from December 1, 1985 to December 30, 1985 (twenty-nine days) $2.821.786.53 TOTAL PURCHASE PRICE Dated: December 30, 1985 FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee By ye~ -3- .,::j"",-:"'[:'" "=-"'S-Tl=ICNG" C"iCOlll ~ B05-SI::I;.......N -U}HA.S c:'-'~ 5S ..R'. =......Rol-!::5.... olCIC _'" ::a.\," 0 C OO"L~ q::;"'-AL:J _ E.po,j.,.,.. "lEv... I'" l"OIiE- "-"'E:lE""C04. V GEl!'!:"'!::" 91Cl!...... G ::;'CUO'" G-~BEAl' [: i-1~". MOAT!lN II _~C"SON. DEP"",'SI(E[;:'O -tiO~AS S _IDOE: ..EAPI.... e a&1"ES ~ Ahe: -:JIleS BEAUt.;E:P 1I'I"J:u. ~ BIlM:SIIIICI( GEO"....AE... -= ::!IROIIIIN THC~ W F'ERFiEU COLG~-'$ F iGAVotol"""E:P' Cy....."oj... ;0 ~a:l'~r ~~S.S '" .;:OItiZ....LE2 TEPPEIo.Ic:-=: ... H-III::i .......NE-... otOBRI", '::A~!.t"'E':: I'iABE ...~:)..I':S510...AL ;:~PI:lO~..TIO.. MACDONALD, HALSTED & LAYBOURNE ATTORNEYS AT LAW ~E"IEr- B lJo\TI!IOL;RNE :I0NALO ....c:.oR..r... II- '1IC,"""E..:...('M.l"'E~ JCE:L /111.-,1:11( R081!:FtT Ii ;loHI.;JBOSt".. ,",OWAPO G A4T... ""R" ."..LI.-,N F r:U"'E.....AT CT".THIA MlIIOI.."R:O 1'f\""1III- Qt"'UEN J S....1ItA ..JOHN I;' $HIlliER ...~..Le.lJ'I8YJA" ..ART.... _ SKA.II ~YEA9-:: WOO.::J- A I:I'AR....NERSH.P ......C:..:JO.NG PI=;!OF!::SS'ONAL CORF=OqoAT-C-NS "200 VV-LSHIFilE eCUL::::VARO AL2loO.ANCE:C! MAC=-ON"'L~ 1889-.....70 LOS ANGELES, CAL..JFORNIA 90017 1213~ "::"81-12:00 SAt\! O~f:Go WE__5 F"ARGO 8ANI\ 9UIi...="NG 101 'NEST BROA;:lWA,Y SAN :)II!:OO CALIJiORNIA 9il"01 C6191 23'1$-1441 ......RY L P....SSE.l,J" "'ANCO:...PH M StoARO"t THOMAS M 5HO~M~H .I,88Y I! !3ILl,IERM~t<.I 'AReL B. ShtYDER ..JO...N A &O",MER ~TEP"'I!!:"" - T~o;w -::.......Hi... III Ui:I"'EFii 3.-..:lV l. .JiiVI'ljO,j I\.EVI" r W'lRSING 'II'-ENDY A.. IIIOLD'" December 3D, 1985 :;::ASL..ES M.a.C....A-LAv _SA TELEor;C-PIE:Q 213-4SI-S!55i!: -ELEx 7!5a71 a A ST~VENS rt~5T!::t' _-~ RC&'I::I;T'" :::O........QDS H ST5:PHE" CR_I1S-0.. -:::OUN$E.. Merrlll Lynch Capital Markets 400 South Hope Street, SUIte 2020 Los Angeles, Callfornla 90071 Stone & Youngberg One Callfornla Street San FranClsco, Callfornla . 94111 UnIted States Fldellty & Guaranty Company 601 Montgomery Street San FrancIsco, CalIfornIa 94111 RE: $2,915,000 Certlflcates of PartICIpatIon CalIfornIa CItIes FInanCIng CorporatIon, 1985 SerIes E. The Certlflcates EVIdence ProportIonate Interests of the Owners Thereof ln Lease Payments to be Made by the CItIes of Delano, Fontana, Santa MonIca and Thousand Oaks, CalifornIa, to the CalIfornia CItIes FInanCIng CorporatIon. Ladles and Gentlemen: We are the counsel to FIrst Interstate Bank of Call fornla In 1 ts capaCl ty as Trus tee under that cer taln Trust Agreement dated as of December 1, 1985 (the "Trust Agreement") by and among the CalIfornIa Citles Flnanclng CorporatIon (the "Corpora tIon II), the Trustee and the Ci tles of Delano, Fontana, Santa MonIca and Thousand Oaks, Californla (collectIvely, the "Lessees"). In that connection we have examlned certaIn records reflectIng the actlons taken by the Trustee pertaIning to the author~zatlon, execution and dellvery (or acknowledgment of delIvery) of the followlng agreements: . . . . Merrill Lynch Capital Markets Stone & Youngberg United States Fidelity & Guaranty Company December 30, 1985 Page 2 (a) Trust Agreement; (b) Assignment Agreement dated as of December I, 1985 (the "Assignment Agreement") by and between the Trustee and the corporation~ and (c) Certificate Purchase Agreement dated as of December 19, 1985 (the "Purchase Agreement"), by and among Merrill Lynch Capital Markets, Stone & Youngberg and the Lessees, and acknowledged by the Trustee and approved by the Corporation. Based upon such examination and in reliance thereon, we are of the opinion that: (i) the Trustee is a banking corporation duly organized and val~dly existing under the laws of the State of Callfornia; (ii) the general signature resolution of the Trustee approv~ng and authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the captioned Certifi- cates of Participation (the "Certificates"), the Trust Agreement and the Assignment Agreement and the acknowledgment of the Purchase Agreement, were duly adopted at meetings of the governing body of the Trustee; (i~i) there ~s no act~on, sui t, proceedlng or investl- gation at law or 1n equity before or by any court, publ1C board or body, pend~ng or, to the best of our knowledge, threatened agalnst or affecting the Trustee to restrain or enjoin the execu- tion or delivery of the Certificates or the collect1on of revenues pledged under the Assignment Agreement or the assignment of the lease payments under the Assignment Agreement, or in any way contesting or affectlng any authority for the execution and del~very of the Certificates or the validity of the Certlficates, the Trust Agreement, the Assignment Agreement, the Lease Agree- ments (the "Lease Agreements") between the respective Lessees and the Corporation, or the Purchase Agreement, or in any way contesting the existence of the Trustee or the powers of the Trustee w~th respect to the execution or dellvery of the Certificates or the securlty therefor wherein an unfavorable . . . Merrill Lynch Capital Markets Stone & Youngberg United States Fidelity & Guaranty Company December 30, 1985 Page 3 decision, ruling or finding would adversely affect the trans- actions contemplated by the Trust Agreement, the Assignment Agreement or the Lease Agreements or the validity of the Certificates; (iv) the execution and delivery of the Certificates, the Trust Agreement and the Assignment Agreement and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any mater ial respect conflict with or constitute on the part of the Trustee a breach of or default under any agreement or other instrument to which the Trustee is a party or by which it is bound or any existLng law, regulation, court order or consent decree to which the Trustee is subject; and (v) the Trust Agreement and the AssIgnment Agreement have been duly authorized, executed and delivered by the Trustee and constitute the valid and bLndIng agreements of the Trustee, enforceable against It in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, Insolvency, or other laws affecting the enforcement of creditors' rights generally; however, we express no opinion as to the availability of equi table remedies, if any are sought and also express no opinion concerning the application of or compliance with federal or state blue sky or secur i ties laws in connection wi th the execution and delIvery of the CertIficates, the Trust Agreement and the AssIgnment Agreement. Very truly yours, ~~ ~~~?- ~/-,-.. -- Standard & Poor's Corporation 25 Broadway. New York. New York 10004 .1/1 . . Frank S. RIzzo Managing Director MUnicipal Fmance Department 212/208-1847 December 24, 1985 Ms. Helene F. Jaillet Vice President and Chief Financial Officer United States Fidelity and Guaranty Company 601 Montgomery street - Suite 1410 San Francisco, California 94111 Re: $2,915,000 California Cities Financing Cor?oration, California, Certificates of Participation, The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments To Be Made By One or More of The Clties of Carpenteria, Delano, Fontana, Santa Monica and Thousand Oaks, dated: December 1, 1985, due: December 1, 1986-December 1, 2005 (Serial) Ms. Jaillet: ThlS is to advise you that we have today assigned a rating of "AAAo" to the above described obligations, conditioned on their issuance as an USF&G lnsured issue. This rating is based on our review of the informatlon furnished us relative to these obligations, and the issuance of your standard Commitment for Municipal Bond Insurance on the issue. Please advise us when your standard form of policy has been issued, insuring the payment of these obligations, so that our records may be complete on this matter, and we can publish the assigned ratings. Very truly yours, Ice 9 ~/2~/,'7a.- 9 \0-<'_ . ~. (' 11/1 A()- './ .... . . . 12/28/85 JHHW:BDQ:GFB Z3094 $2,915,000 CERTIFICATES OF PART1CIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION RECEIPT FOR TEMPORARY CERTIFICATES The undersigned hereby states and certifies that, on behalf of Merr; 11 Lynch Capital Markets and Stone & Youngberg, he received this date from First Interstate Bank of California, as trustee (the .Trustee"), under that certain Trust Agreement, dated as of December 1, 1985, by and among the Trustee, the California Cities Financing Corporation and the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California, Temporary Certificates of Participation in the aggregate principal amount of $2,915,000, bearing a dated date of December 1, 1985, executed and delivered by the Trustee pursuant to said Trust Agreement, exchangeable for definitive Certificates upon production and execution thereof. Dated: December 30, 1985 MERRILL LYNCH CAPITAL MARKETS AND STONE & YOUNGBERG, as purchasers By: MERRILL LYNCH CAPITAL MARKETS, as representative By !~ .- \V' / //, rq.. rl. ~ ;' ~ _/ ~ .. "'M~ .~ / Ti t 1 e ~4A....Y}1../i..u-~ --CcI-2 _ :!J~IA IId.-- f . . . No. TR-20 $559000.00** CERTIFICATE OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION 1985 SERIES E Evidencing a Proportionate Interest of the Owner Hereof in Lease Payments to be Made by One or More of the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, Callfornia to the California Cities Financing Corporation Interest Rate Certificate Payment Date December 19 2005 December 19 1985 Dated Date 8.85% REGISTERED OWNER: MERRILL LYNCH9 PIERCE, FENNER & SMITH INCORPORATED One Liberty Plaza 165 Broadway New York, New York 10080 Tax Identification No. 13-5674085 PRINCIPAL AMOUNT: FIFTY FIVE THOUSAND DOLLARS ($559000) THIS IS TO CERTIFY THAT the reglstered owner identified above9 or registered assigns (the 1I0wnerll) is the registered owner of thlS Certlflcate of Particlpatlon evidencing a proportlonate interest in the right to recelve certain lease payments (the "Lease Payments") to be paid by one or more of the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, Cal Hornia (collectlvely, the "Lessees" and individuallY9 a IILesseell)9 pursuant to those certain Lease Agreements, by and between the California Citles Financing Corporation (the "Corporation") and each of the Lessees, dated as of December 1, 1985 (the IILease Agreements"), the Lease Payments to be made thereunder having been asslgned to First Interstate Bank of Cal1fornia9 as trustee (the IITrustee"), havlng an office at which it conducts its corporate trust buslness in Los Angeles9 California (said office being herein referred to as the "Principal Office"). Page 1 of 8 ~ ~- . . . The Owner is entitled to receive, subject to the terms of the Lease Agreements. on the Cert i fi cate Payment Date stated above. the Pri nci pa 1 Amount stated above, representing all or a portion of the Lease Payments designated as principal coming due on the fifteenth day of the month preceding such Certificate Payment Date and to receive on each Interest Payment Date (as hereinafter defined). from the Interest Payment Date next preceding the date of execution of this Certificate (unless this Certificate is executed after the fifteenth day of the month preceding an Interest Payment Date but before the close of business on such Interest Payment Date. in Wh1Ch event the Owner shall receive interest from such Interest Payment Date; or unless thlS Certificate 1S executed prior to June 1. 1986, in which event the Owner shall receive interest from December 1, 1985; provided, however, that if, at the time of execution of this Certificate interest is in default with respect to this Certificate, the Owner shall receive interest from the Interest Payment Date to whi ch interest with respect hereto has been paid or made available for payment), until the Cert1ficate Payment Date or the date of redemption in whole, whichever is earlier. the Owner \ s proport i onate share of the Lease Payments des i gnated as interest coming due on the fifteenth day of the Mayor November (the "Due Oaten) next preceding each of the Interest Payment Dates and the Certi f1 cate Payment Date. lIInterest Payment Daten means June I, 1986, and each December 1 and June 1 thereafter until the principal amount of this Certiflcate has been paid in full. Said proportionate share of the Lease Payments deslgnated as interest is the result of the multiplication of the Principal Amount stated above by the Interest Rate per annum stated above. Th1s Certificate 1S a temporary Certiflcate delivered pursuant to the terms of the Trust Agreement. The Trustee shall execute and furn1sh definitive Certificates and, thereupon, this temporary Certificate shall be surrendered for cancellation in exchange therefor at the princ1pal corporate trust offlce of the Trustee 1n Los Angeles, California and the Trustee shall deliver in exchange for this temporary Certificate an equal aggregate principal amount of definitive Cert1ficates of authorized denominations. Until so exchanged, this temporary Certificate shall be entitled to the same benefits of the Trust Agreement as def1n1tive Certificates authent1cated and delivered thereunder. The amount representing principal with respect to thlS Certificate is payable in lawful money of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, upon presentation and surrender hereof at the Principal Office of the Trustee. Amounts representing interest with respect to this Certificate are payable by check or draft of the Trustee ma1led to the Owner at the address af such Owner contained in the Certificate register maintained by the Trustee or at such other address as the Owner may have fi led with the Trustee for that purpose. The total amount of each payment of prlncipal or interest made to the Owner of this Certiflcate is comprised of interests in Lease Payments made by one or more of the Lessees in the years and in the percentages listed in the following table: Page 2 of 8 Lessee Year Delano Fontana Santa Monica Thousand Oaks Total . 1986 8.92% 72.21% 11. 59% 7.29% 100% 1987 8.44 70.86 11.04 9.66 100 1988 8.00 71.19 11.34 9.46 100 1989 8.46 71. 25 10.91 9.38 100 1990 8.76 70.92 11.14 9.19 100 1991 55.68 44.32 100 1992 54.21 45.79 100 1993 100.00 100 1994 100.00 100 1995 100 . 00 100 1996 100.00 100 1997 100 . 00 100 1998 100 . 00 100 1999 100.00 100 2000 100.00 100 2001 100 . 00 100 2002 100.00 100 2003 100.00 100 2004 100.00 100 2005 100.00 100 . The Lessees are authorized to enter into the Lease Agreements by the laws of the State of Callfornia. The Lessees are entering into the Lease Agreements in order to lease from the Corporation certain property necessary or convenient for the governmental operatlons of the Lessees (the IIProjectsll). The Corporation has assigned its nghts to receive Lease Payments to the Trustee pursuant to an Assignment Agreement by and between the Corporatlon and the Trustee, dated as of December 1. 1985. and a Trust Agreement, by and among the Trustee. the Corporatlon and the Lessees, dated as of December 1, 1985 (the II Tru st Agreement II) . All cert i f i cates of participation executed and delivered under the Trust Agreement are hereinafter referred to as IICertificates.1I The obligations of the Lessees to make Lease Payments under the Lease Agreements are obligations payable from each Lessee1s general fund or any other source of funds legally available to such Lessee for the payment of Lease Payments. The obligations of the Lessees to pay Lease Payments do not constitute obligations of the Lessees for which the Lessees are obligated to levy or pledge any form of taxatlon or for which the Lessees have levied or pledged any form of taxation. The obligations of the Lessees to pay Lease Payments under the Lease Agreements do not constitute debts or indebtedness of the Lessees. the State of California or any of lts political subdivlsions within the meaning of any constitutional or statutory debt 1 imitation or restriction. The Reserve Accounts which have been established under the Trust Agreement for each of the Lessees are held by the Trustee in segregated accounts, and one Lessee's Reserve Account is not available to make up the deficiency in the payment of Certificates caused by another Lessee's failure to pay its Lease Payments. In addition. the Lessees have not covenanted to pay any other Lessee t s unpa 1 d Lease Payments or to make up any def 1 C 1 tin . Page 3 of 8 . the payment to Owners which occurs by reason of another Lessee's nonpayment of its Lease Payments. For this reason, one Lessee's default in the payment of its Lease Payments (after such Lessee's Reserve Account has been depleted), will cause a partial default on the Certificates then outstanding which evidence 1nterests in Lease Payment obligations of such Lessee, even though the remaining Lessees continue to pay their Lease Payments 1n a timely manner. The Cert1ficates are subject to redemption in whole or in part, without premium, at the principal amount to be redeemed, plus accrued interest to the date of redemption, as follows: (a) in the event the Trustee receives net proceeds of any insurance award resu 1t i ng from damage or destru ct i on to a 11 or a portion of a Lessee's Project and such Lessee certifies to the Trustee that repair, replacement or improvement of all or specified components of the damaged or destroyed part of such Project is not economically feasible or in the best interest of such Lessee, then the net proceeds related to such specified components will be used to redeem that portion of the Certificates representing interests in such Lessee's Lease Payments on the earliest possible Interest Payment Date; prov1ded that no redemption will occur unless such net proceeds, together with funds then on hand in such Lessee's Acquisition Account, Lease Payment Account and Reserve Account (as such accounts are described in the Trust Agreement) are sufficient to redeem all of that portion of the Certificates representing interests in such Lessee's Lease Payments; . . (b) in the event the Trustee receives net proceeds from any emlnent domain proceeding relating to all or a portion of a ProJect, such net proceeds will be used to redeem, on the earl iest possi ble Interest Payment Date, all or part of the Certlficates representing interests in the Lease Agreement relatlng to such ProJect. In the event the affected Lessee certifies to the Trustee that its Project has been taken in part pursuant to such eminent domain proceedings and that the remaining portion of its Project is stlll useful for the purposes originally intended, the net proceeds from such eminent domain proceedings (except to the extent that such proceeds are used to repair or replace such Project in the manner described in such Lessee's Lease Agreement) will be used to redeem the Certificates in an amount equal to the amount of such net proceeds. In such event, the Lessee1s Lease Payment obligations will be proportionately abated under its Lease Agreement, provided that the resulting Lease Payments wl1l be sufficient to pay all of that portion of pr1ncipal and interest on the remainlng outstanding Cert1ficates. In the event such Lessee certifies to the Trustee that its Project has been taken 1n whole pursuant to such eminent domain proceedings or has been taken 1n part to such extent that the remaining portion of such Project is no longer useful for the purposes intended, the remaining Lease Payment obl igations of such Lessee will be abated in full under its Lease Agreement. In such event, there can be no assurance made that the amount of emlnent domain net proceeds and other moneys available will be sufficient to redeem all of the Certificates which are called for redemption; or Page 4 of 8 . (c) in the event a Lessee has not accepted all portions of its Project on or prior to the Project Completion Date (as defined in the Trust Agreement), then all or part of that portion of the Certificates representing lnterests in such Lessee's Lease Payments relating to the portion of the Project which such Lessee has not yet accepted shall be redeemed on the first day of the calendar month immediately following such Project Completion Date, from amounts in such Lessee I s Acquisition Account, Lease Payment Account and Reserve Account. The Certificates maturing on or after December 1, 1996, are SUbject to redemption in whole or in part, from moneys avallable therefor (but not ln an amount less than $20,000) on any Interest Payment Date on or after December 1, 1995, from moneys deposited in a Lessee's Lease Payment Account as a result of the exercise by a Lessee of its option to purchase its Project or to prepay lts Lease Payments as provided in its Lease Agreement, at the redemption price set forth below (expressed as a percentage of the principal amount of Certificates to be redeemed) and accrued interest to the date fixed for redemption: Redemption Date Redemption Price . December 1, 1995 and June 1, 1996............102 % December 1, 1996 and June 1, 1997............101-1/2 December 1, 1997 and June 1, 1998............101 December 1, 1998 and June 1, 1999............100-1/2 December 1, 1999 and each June 1 and December 1 thereafter..................100 ThlS Certificate is not SUbject to redemption except as provided above. In the event that part, but not all, of the Certlficates representlng lnterests in a Lessee's Lease Payments is to be redeemed, the Certlflcates to be redeemed shall be selected by the Trustee in the following manner: the Trustee shall identify those Certiflcates which represent interests in the Lease Payments of the Lessee causing such redemption, and shall select from such Certifi cates particular Cert ifi cates to be redeemed 1 n the inverse order of their maturity by lot. When more than one Certificate of a maturity is to be redeemed, Certificates of such maturity shall be redeemed pro rata. For the purpose of the selection described in this paragraph, all Certificates registered in the name of the same Owner shall be aggregated and treated as a slngle Certificate held by such Owner. No Certificate selected for redemption shall be redeemed in a principal amount which exceeds that portlon of the principal amount of such Certlficate representing interests in the Lease Payments of the Lessee causing such redemption. Notwithstanding any of the foregolng, in any such partial redemption the Trustee shall, according to such method as it shall deem proper in its discretion, make such adjustments by increasing or decreasing by not more than $5,000 the amou nt wh i ch wou 1 d be all ocab 1 e to anyone or more Certificate Owner, as may be necessary to the end that the principal amount allocable to all but one such Owner shall be an integral multiple of $5,000. . Page 5 of 8 . . . A notice of redemption shall be given to the Owners of any Certiflcates which are to be redeemed in whole or in part in the manner described in the Trust Agreement. Thl s Certifi cate has been executed by the Trustee pursuant to the terms of the Trust Agreement. Copies of the Trust Agreement are on file at the office of the Corporation and at the Princlpal Office of the Trustee, and reference to the Trust Agreement and any and all amendments thereto is made for a description of the rights and remedies of the Owners of the Certificates and the terms and conditions upon which the Certlflcates are delivered thereunder. To the extent and in the manner permitted by the terms of the Trust Agreement, the provlsions of the Trust Agreement may be amended by the parties thereto with the written consent of the Insurer (as defi ned in the Trust Agreement) and the Owners of at 1 east a maJori ty 1 n principal amount of the Certificates then outstanding, or without consent of the Owners but with the prior written consent of the Insurer to cure ambiguities and otherwise in a manner which does not adversely affect the interest of the Owners of the Certificates. The registration of this Certificate shall be transferable only upon the Certificate register, which shall be kept for that purpose at the Principal Office of the Trustee, upon surrender hereof together with a written instrument of transfer satisfactory to the Trustee duly executed by the Owner or his duly authorized attorney. Upon the registratlon of the transfer and the surrender of this Certiflcate, the Trustee shall provide in the name of the transferee a new fully reglstered Certificate or Certificates, of the same aggregate principal amount, interest rate and maturity as the surrendered Certificate. The Certificates are delivered in the form of fully registered Certlficates without coupons in the denomlnatlons of $5,000 each or any integral multiple thereof. Subsequent to a redemption affecting all or a portion of the Certiflcates, the Owner of any Certlficate which has been redeemed in part may be issued one or more Certificates not evenly divlslble by $5,000. Certificates, upon surrender thereof at the Principal Office of the Trustee with a wrltten request of exchange satlsfactory to the Trustee duly executed by the Owner or his attorney duly authorized in wrlting, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of Certificates of any other authorized denominations, of the same maturity. The Trustee has no obligations or lldbilities to the Owners for the SUfficiency of the Policy (as defined in the Trust Agreement) or for the payment of Lease Payments by the Lessees when due; the Trustee I s sole obligations are to administer, for the benefit of the Lessees, the Corporation, and the Certificate Owners, the various funds and accounts established in the Trust Agreement. THE LESSEES HAVE CERTIFIED, RECITED AND DECLARED that all acts, conditlons and things required by the Constitution and statutes of the State of Callfornia and the provisions of the Trust Agreement to exist, to have happened and to have been performed precedent to and in the executlon and delivery of this Certificate, do eXlst, have happened and have been performed in due time, form and manner as requlred by law. Page 6 of 8 . . . IN WITNESS WHEREOF, this Certificate has been executed and delivered by the manual signature of the Trustee on the date of execution set forth below. FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee ~@[fi>W By Authorized Officer Date of Execution: December 30, 1985 Page 7 of 8 . . . value received the do(es) hereby sell, asslgn and transfer unto , whose Social Security or ather tax identlfYlng , the withln registered Certificate and constitute(s) and appoint(s) attorney. to transfer the same on the Certlficate register of the Trustee with full power of Substltution in the premises. . For undersigned number is hereby irrevocably Oated: ASSIGNMENT Signature Guaranteed: Note: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commerclal bank, or trust company. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the withln registered Certiflcate in every particular without alteration or enlargement or any change whatsoever. Page 8 of 8 . . . 12/27/85 JHHW:BDQ:GFB Z3095 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REGARDING RESERVE FUND Merrill Lynch Capital Markets and Stone & Youngberg, as underwriters for the $2,915,000 Certificates of Participation, evidencing proportionate interests of the owners thereof in lease payments to be made by the Cities of Del ana, Fontana, Santa Monica and Thousand Oaks, California (collectively, the "Lessees"), to the California Cities Financing Corporation (the uCorporation") (the tlCertifi catesU), hereby certify that the Reserve Account required by and es tab 1 i shed under the Trust Agreement, dated as of December 1, 1985, by and among First Interstate Bank of California, as trustee, the Corporation and the Lessees, is required to provide security for the Certificates, was a necessary precondition to the obtaining of insurance for the Certificates, and is consistent with normal practice with respect to municipal obligations of the same general type as the Certificates. We understand that Jones Hall Hill & White, A Professional Law Corporation, as Special Counsel, will rely upon this certificate in reaching its conclusion that the Reserve Account 1s reasonably required and that the Certificates do not constitute arbitrage bonds. IN WITNESS WHEREOF, I hereunto set my hand on this 30th day of December, 1985. MERRILL LYNCH CAPITAL MARKETS and STONE & YOUNGBERG By: MERRILL LYNCH CAPITAL MARKETS ~~~ Title Lhc~ f~ . . . 12/27/85 JHHW:BDQ:GFB Z3095 $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION, 1985 SERIES E The Certificates Evidence Proportionate Interests of the Owners Thereof in Lease Payments to be Made by One of More of the CITIES OF DELANO, FONTANA, SANTA MONICA AND THOUSAND OAKS, CALIFORNIA to the CALIFORNIA CITIES FINANCING CORPORATION CERTIFICATE REGARDING RESERVE FUND Herri 11 Lynch Capital Markets and Stone & Youngberg, as underwriters for the $2,915,000 Certificates of Participation, evidencing proportionate interests of the owners thereof in lease payments to be made by the Cities of Delano, Fontana, Santa Monica and Thousand Oaks, California (COllectively, the IILesseesn). to the California Cities Financing Corporation (the "Corporation") (the nCertificatesn), hereby certify that the Reserve Account required by and estab 1 i shed under the Trust Agreement, dated as of December 1 t 1985, by and among First Interstate Bank of California, as trustee, the Corporation and the Lessees, is required to provide security for the Certificates, was a necessary precondition to the obtaining of insurance for the Certificates, and is consistent with normal practice with respect to municipal obl igations of the same general type as the Certificates. We understand that Jones Hall Hill & White, A Professional Law Corporation, as Special Counsel, will rely upon this certificate in reaching its conclusion that the Reserve Account is reasonably required and that the Certificates do not constitute arbitrage bonds. IN WITNESS WHEREOFt I hereunto set my hand on this 30th day of Decembert 1985. MERRILL LYNCH CAPITAL MARKETS and STONE & YOUNGBERG By: STONE Ki YOUNGBERG By W-." I {~ 2. . . . BUCHALTER, NEMER, FIELDS, CHRYSTIE & YOUNGER, A Professlonal Corporatlon 700 South Flower Street Los Angeles, Callfornla 90017-4183 BLUE SKY MEMORANDUM $2,915,000 CERTIFICATES OF PARTICIPATION CALIFORNIA CITIES FINANCING CORPORATION 1985 SERIES E The Certlflcates EVlcence Froportlonate Interest of the Owners Thereof In Lease Payments to be Made to the CALIFORNIA CITIES FINANCING CORPORATION By the Cltles of Delano, Fontana, Santa Monlca and Thousand Oaks, Callfornla December 19, 1985 Dear Slrs In connectlon wlth the proposed offerlng by you of $2,915,000 aggregate prlnclpal amount of Certlflcates of Partlclpatlon, 1985 Serles E (the "Certlflcates") (The Cltles of Delano, Fontana, Santa Monlca and Thousand Oaks, Callfornla) (the "Cltles") belng lssued on behalf of the Callfornla Cltles Flr_anclng Corporatlon (the "Corporatlon"), we furnlsh to you the accompanYlng lnformatlon relatlng to the securltles or Blue Sky laws of the below-speclfled ]urlsdlctlons. The lnformatlon contalned In thlS Memorandum 1S based upon an exam1nat1on of the varlOUS securltles or Blue Sky laws, and publlshed rules and regulatlons (If any), of the authorltles admlnlsterlng such laws, as reported ln the latest unofflclal compllatlon avallable to us, and upon the lnformatlon contalned In the Prellmlnary Offlclal Statement and other documents pertalnlng to the Certlflcates supplled to us by the Cltles and the Corporat1on. S\'Ir-~9-0 1 . . . Th~5 Memorandum ~s subject to the follow~ng qual~f~cat~ons: (a) We do not purport to be experts on the laws of Jur~sd~ctlons other than Cal~fornla. No oplnlons have been cbtalned from local counsel and no rullngs relatlng to the Cert~flcates have been obtalned from any of the varlOUS adm~n~stratlve authorltles havlng Jurlsd~ctlon. (b) Th~s Memorandum does not purport to cover requlrements wlth respect to authorlz~ng the use of advertlslng (other than offerlng materlal) or wlth respect to the form or contents of any offerlng materlal under the laws of any of the speclfled ]urlsdlctlons. (c) In those ]urlsdlctlons where persons reg~stered or llcensed as dealers or brokers may sell the Certlflcates, we assume that such persons have complled wlth all appllcable statutes and admlnlstrat~ve regulatlons concernlng reglstered or llcensed dealers or brokers and the reglstratlon or llcens~ng of agents or salesmen. (d) The statements made ln thlS Memorandum are subJect to the exerClse of broad dlscret~onary powers of the a~~lnlstratlve authorltles hav~ng ]urlsdlctlon, lncludlng the power to Wlthdraw exemptlons or speclal class~flcatlons afforded by statute or regulat~ons, to make spec~f~c requlrements In respect of any o=ferlng of securltles, and to suspend or revoke at any tlme the reglstrat~on or qual~flcatlon of secur~tles for offerlng ~n thelr respect~ve Jurlsdlctlons. (e) Any statement In thlS Memorandum wlth respect to offers and sales to banks, savlngs lnstltutlons, trust companles, lnsurance companles or the l~ke refers only to the requlrements of the securlt~es laws relat~ng to such offers and sales and does not purport to cover the ~uestlon of whether the Certlflcates w~ll be legal for lnvestment by such lnst1t~tlons. Notwlthstandlng the furn~sh~ng of thlS Menorandum, where It has been lndlcated that persons reglstered or llcensed as brokers or dealers may of:er or sell the Cert1flcates, lt 1S the responslblllty of such persons to comply wlth all appllcable state and federal requlrements wlth respect to the reglstratlon and llcenslng of dealers and brokers and the sale SWM9-0 2 . . . of the Certlflcates. Under no Clrcumstances lS th1S to be cons1dered an offer to sell or Sollc1tat1on of any offer to buy the Certlf1cates. Buca~LTER, NEMER, FIELDS, CHRYSTIE & YOUNGER, a Professlonal Corporat1on SWM9-0 3 . . . PART I SALES TO THE PUBLIC Jur~sd~ctlons Where F~l~ngs Not Requlred It ~s bel~eved that offers and sales of the Cert1flcates to the publ1c w1ll be perrnls51ble w1thout reglstratlon of the Certlflcates or any f1l1ngs belng made wlth respect thereto ln the follow1ng ]urlsdlctlons, but only If the offerors or sellers are reglstered or llcensed as brokers or dealers 1n the respect1ve ]ur1sdlctlons (except as otherwlse lndlcated) : Alabama Alaska Arlzona Callfornla Colorado(l) Connectlcut Carollna De:aware Dlstrlct 0: Columbla Florlda Georg~a Guam Hawall Vi rgJ.:ua Idaho Ill:::.nols Indlana Iowa Kansas Kentucky LOU1Slana f.lal ne Maryland Massachusetts r.1J. ch 1 g an Mlnnesota M1SS1SS1ppl Ml5sour1 Montana Nebraska Nevada New Jersey Ne..... Mex1co New York North Carol1na North Dakota Oregon Pennsylvanla Puerto R1CO Rhode Island South Ca!."cllna Sou-r.h Dakota Tennessee Texas Utah Vermont Wash1ngton West V1rg1nla Wlsconsln Wyom1ng (1) Dealer reglstrat:::.on lS not requ1red of a broker or dealer reg1stered pursuant to the prov1s1ons of the Secur:::.tles Exchange Act of 1934 nor 15 reglstrat10n requlred of a prlnc~pal, fJ.nanclal prlnclpa1, representatlve or flnanC1al representatIve who 15 a5s0c1ated w1th a broker or dealer reg15tered under the Securltles Exchange Act of 1934. Jurlsdlctlons Where Cert:::.flcates May Not Be Sold In the followlng ]urlsdlct1ons, the Cert~f~cates may be sold only after certaln flllngs or reg:5tratlon requlrenents have been met or after an exemptlon has been obta~ned No flllngs have been made and no s~eps have been taken to reg~ster SWM9-0 4 . . . the Certlflcates for sale In the followlng ]urlsdlctlons, so that offers and sales to the publlC should not be made In these ]urlsdlctlons, except In exempt transactlons as more fully set forth In Part II hereof. Arkansas New Hampshlre ahlO Oklahoma Vlrglnla SW~9-0 5 . . . PART II EXEMPT TRANSACTIONS Dealers It ~s bel~eved that offers and sales of the Cert~f~cates to reg~stered or l~censed dealers or brokers may be made ~n the followlng ]ur~sd~ct~ons wlthout reglstratlon of the Certlflcates and wlthout the maklng of any fll1ngs, and persons mak1ng such offers or sales need not be reg1stered or llcensed as dealers or brokers 1n any of the respectlve ]urlsdlct1ons (except as otherW1se lndlcated): Alabama Alaska(l) Arlzona(2) Arkansas(l) Callfornla(3) Colorado(4) Connectlcut(l) Delaware{l) Dlstrlct of Columbla(l) Flor1da(5) Georgla Guam( 1) Sawall(l) Idaho Ill~nols Ind1ana(1) Iowa(l) Kansas Kentucky Loulslana(6) Malne(7) Maryland(l) Massachusetts(l) Mlch1gan(1) M1nnesota(1) M1SS1SS~ppl(1) Mlssourl(l) f<lontana Nebraska Nevada(l) New Hampshlre(l) Nev; Jersey( 8) New Mexlco New York(9) North Carol1r.a(1) North Dakota OhlO Oklahoma(l) Oregon Pennsylvan~a(IO) Puerto R1CO(1) Rhode Island South Carol~na(l) South Dakota Tennessee(ll) Texas(12) Utah(l} Vermont(l3) Vlrg:Ulla Washlngton West Vlrgln:.a(l) W1sconsln Wyom1ng(1) (I) Provlded offeror or seller lS a reg~stered or llcensed dealer or broker 1n th1S ]urlsd1ctlon, or has no place of buslness 1~ th~s ]ur1sd1ctlon and only effects trans- actlons 1n th1S Jurlsd~ctlon w1th or through reg1stered or llcensea dealers or brokers or w~th 1nstltu~lons enumerated ~n thlS ]urlsdlctlon. (2) Provlded offeror or seller 1S a reg1stered dealer or broker 1n Arlzona or has no place of buslness 1n Arlzona and effects transactlons exclus~vely w~th reglstered or llcensed brokers or dealers. (3) Prov~ded offeror or seller 1S a llcensed dealer or broker 1n Cal1forn~ai or has no place of bus1ness ~n Cal~fornla SWM9-0 6 . . . and effects transactlons In Cal1fornla excluslvely wlth the lssuers of the secur1t1es 1nvolved In the transactlons or other broker-dealersi or lS a broker-dealer reglstered under the Securltles Exchange Act of 1934, has no place of buslness In Callfornla, has never had any cert1flcate denled or revoked under the Callfornla secur1t1es laws and does not dlrect offers 1nto Cal1fornla 1n any manner to persons other than broker-dealers and certa1n spec1fled 1nst1tut1ons. (4) Prov1ded offeror or seller lS a reglstered or llcensed dealer or broker In Colorado, or lS reglstered under the Securltles Exchange Act of 1934, or lS a prlnc1pal, f1nanc1al prlnclpal, representat1ve or flnanclal representatlve who lS assoclated wlth a broker or dealer reglstered under the Secur1tles Exchange Act of 1934 or effects other exempt transaC~lon5. Notlce of sale must be flied w1th the Securltles Commlssloner of the State of Colorado wlthln ten days after the flrst sale lS made 1n Colorado. (5) Provlded that such of=er or sale of securlt1es 15 not for ~he dlrect or lndlrect promotlon of any scheme or enterprlse wlth the lntent of vlolatlng or evadlng any prOV1S1ons of the Florlda Securltles Act. (6) Provlded offeror or seller 15 a reg15tered broker-dealer In LO~lslana or has no place of buslness In LOU1Slana and sells or offers to sell securlt1es excluslvely to dealers or brokers ac~ually engaged In bUYlng or selllng securltles as a buslness, or deallng In any other Manner ln a~y sec~rl~y In LOU1Slana. (7) Prov~ded offe~or or seller lS a reg~s~ered or 11censed dealer or broker In Ma~ne, or sells to or ~hrough the medlum of, or as agent or salesman of, a reglstered dealer. (8) Provlded offeror or seller lS a reg1stered or llcensed dealer or broker In New Jersey, or effects transactlons In New Jersey excluslvely wlth or through reglstered or llcensed dealers or brokers or wlth lnstltu~lons enumerated by statute, or effects transact~ons excluslvely In securltles, lncludlng the Certlflcates, WhlCh are exempted by statute from secur2tles re~~latlon due to the publlC nature of the 15suer. SWM9-0 7 . . . (9) ProV1ded offeror or seller 15 a reg1stered or l1censed dealer or broker 1n New York, or effects or offers to effect transactlons 1n New York exclus1vely wlth or through reglstered or llcen5ed brokers, or dealers or on the floor of any securltles exchange reglstered as a natlonal exchange under the Securltles Exchange Act of 1934 (or effects other exempt transact1ons) (10) Provlded offeror or seller 15 a reglstered or llcensed broker-dealer 1n Pennsylvan1aj or has no place of buslness 1n Pennsylvanla and effects t~ansact1ons 1n Pennsylvanla exclu51vely wlth broker-dealers or effects other exempt transactlon5i or 15 a broker-dealer reg15tered under the Secur1t1es Exchange Act of 1934, has no place of bus1ness 1n Penn5ylvanla, has never had any cert1f1cate denled or revoked under the Pennsylvanla secur1tles laws and does not d1rect offers lnto Pennsylvanla In any manner to persons other than broker-dealers and certa1n 5peclf1ed 1nstltutlons. (11) Provlded offeror or seller lS a reglstered dealer or broker In Tennessee, or has no place of bUS1ness 1n Tennessee, lS reglstered as a broker-dealer W1t~ the Securltles and Exchange Corr~1ss~on or the Nat10nal ASSOC1a~lon of Securltles Dealers and effects transact10ns 1n Tennessee excluslvely w1th or through other broker-dealers or w:th spec1f1ed lnstltutlons. (12) Prov1ded offeree or purchaser 1S a reglstered broker or dealer 1n Texas actually engaged ln bUYlng or selllng secur1t1es as a bus:ness. (13) Provlded o=feror or seller 15 reglstered or a llcensed dealer or broker In Vermont or has no place of buslness 1n Vermont and offers to reg~stered dealers actually engaged In bUYlng and sel11ng secur1t1es as a bus1ne5s. SWM9-0 8