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Home My WebLink AboutTC Res 1990-05-02 (4) RESOLUTION NO. 2701 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TIBURON ACTING FOR THE TIBURON PUBLIC FACILITIES FINANCING AUTHORITY APPROVING INDENTURE PROVIDING FOR THE FORM, EXECUTION AND ISSUANCE OF BONDS SERIES 1990-A MARKS-ROOS BONDS The Town Council of the Town of Tiburon, acting for the Tiburon Public Facilities Financing Authority, resolves: This Council approves the form of Indenture Providing for the Form, Execution and Issuance of Bonds attached hereto and the issuance of 1990-A Marks-Roos Bonds, Tiburon Public Facilities Financing Authority. The Town Manager is authorized to execute the Indenture on behalf of the Town in substantially the form attached with such changes as shall be approved by the Town Manager after consultation with Bond Counsel. The Town Clerk is authorized to affix the seal of the Town to the final form of the Indenture. The signature of the Town Manager on the final Indenture shall be conclusive evidence of the approval, by the Town, of the final Indenture. * * * PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Tiburon on May 2, 1990, by the following vote: AYES: Councilmembers Friedman, Coxhead, Kuhn and Thayer NOES: None ABSENT: Councilmember Thayer THA R.:!t&r Tiburon ATTEST: own Clerk 2 INDENTURE OF THE TOWN COUNCIL OF THE TOWN OF TIBURON ACTING FOR THE TIBURON PUBLIC FACILITIES FINANCING AUTHORITY PROVIDING FOR THE FORM, EXECUTION AND ISSUANCE OF BONDS SERIES 1990-A MARKS-ROOS BONDS TIBURON PUBLIC FACILITIES FINANCING AUTHORITY MARIN COUNTY, CALIFORNIA The Town Council hereby provides for the form, execution and issuance of Series 1990-A Marks-Roos Bonds as follows: TABLE OF CONTENTS section 1. RECITALS . . . . . . . . . Section 2. ISSUANCE OF BONDS . . section 3. APPOINTMENT OF FISCAL AGENT, REGISTRAR AND TRANSFER AGENT . . . . . . . . .. . . . . . section 3.1 SUCCESSOR OF FISCAL AGENT. . . . . . . . . section 3.2 COMPENSATION OF FISCAL AGENT . . . section 3.3 LIMITATIONS ON RESPONSIBILITY OF FISCAL AGENT . . . . . . . . . . . . . . . section 3.4 PROTECTION OF FISCAL AGENT . . . . . . section 3.5 EVIDENCE OF MATTERS. . . . . . . . . . . . section 3.6 BOOKS AND RECORDS. . . . . . . . . . . . . section 4. FORM AND EXECUTION ............... . section 5. ESTABLISHMENT OF SPECIAL ACCOUNTS . . . . . . . section 5.1. section 5.2. ACQUISITION ACCOUNT REDEMPTION ACCOUNT . e--<-.:: . . section 6. PAYMENT ON THE BONDS ......... . section 7. RE-REGISTRATION . . . . . . section 8. REDEMPTION ................... . section 8.1. MANDATORY REDEMPTION OF THE BONDS FROM PRINCIPAL REPAYMENTS . . . section 8.2. MANDATORY REDEMPTION WITH SURPLUS FUNDS . . . . . . . section 8.3. REDEMPTION PROCEDURE . . . . . . . . . . . . Section 9. THE BONDS . . . . . . . Section 9.1. FORM OF BONDS .............. . Paae 2 3 4 5 5 6 7 9 9 9 10 11 13 14 15 17 17 19 19 21 21 section 9.2. section 9.3. APPLICATION OF PROCEEDS OF THE BONDS . ARBITRAGE ELECTIONS . . . . 21 22 Section 10. COVENANTS . . . . . . . . . . . . . . . . . . 22 Section 10.1. ARBITRAGE . . . . . . . . . . . . . . . . . 22 Section 10.2. MAINTENANCE OF TAX EXEMPTION . . . . . . . 23 Section 10.3. OBLIGATIONS . . . . . . . . . . . . 23 Section 10.4. JUDICIAL FORECLOSURE . . . . . . . . . 25 Section 10.5. ADDITIONAL BONDS . . . . . . . . . 26 Section 10.6. BOOKS AND RECORDS . . . . . . . . . 26 Section 10.7. PRESERVATION OF SECURITY . . . . . . . . . 27 Section 10.8. PUNCTUAL PAYMENT AND PERFORMANCE . . . 27 Section 10.9. FURTHER ASSURANCES . . . . . . . . . . . . 28 Section 10.10. NO FURTHER ENCUMBRANCES. . . . . . . . . 28 Section 10.11. POWER TO ISSUE BONDS AND MAKE PLEDGE AND ASSIGNMENT . . . . . . . . . . . . . 28 Section 10.12. COLLECTION OF REVENUES . . . . . . . . . 29 Section 10.13. REGARDING OBLIGATIONS . . . . . . . . . . . 29 Section 10.14. NO EXTENSION OF PAYMENT OF BONDS . . . . . . 29 Section 11. REMEDIES OF OWNERS OF THE BONDS . . . . . . . . . 30 Section 11.1. Section 11.2. NON-WAIVER . . . . . . REMEDIES NOT EXCLUSIVE . . . . . . 30 31 Section 12. DEFEASANCE . . . . . . . . . . . . . . . . . . Section 13. AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE . . . Section 14. SEVERABILITY . . . . . . . . . . . . . . . . . EXHIBIT A OBLIGATIONS EXHIBIT B MATURITY SCHEDULE EXHIBIT C BOND FORM 31 33 35 Section 1. RECITALS. On May 2, 1990, the Town of Tihuron (the "Town") and the Tiburon Redevelopment Agency (the "Agency" or the "TRA") (collectively the "Members of the Authority" or the "Members" and individually the "Member of the Authority" or the "Member") entered into their Joint Exercise of Powers Financing Agreement (the "JPA") pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code (Sections 2 6500 and following) (the "Joint Powers Law") and pursuant to the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (Sections 6584 and following) (the "Act") to form the Tiburon Public Facilities Financing Authority (the "Authority"), and to authorize the Town Council of the Town of Tiburon to act as the legislative body of the Authority (the "Council") in all respects consistent with the JPA. Approval of the JPA as well as compliance with all requirements of the Act have conferred authorization upon the Authority to issue Series 1990-A Marks-Roos Bonds (the "Bonds") in the amount of $7,948,000.00 to acquire certain bonds or notes expected to be issued by the Members of the Authority as set forth on Exhibit A, attached hereto (the "Obligations"). section 2. ISSUANCE OF BONDS. The Council hereby provides for the form, execution and issuance of the Bonds under the provisions of the Act. The Bonds shall be designated, "Series 1990-A Marks-Roos Bonds, Tiburon Public Facilities Financing Authority, Marin County, California." The Bonds shall be special obligations of the Authority, secured by (and the Authority hereby pledges) and payable from payments received by the Authority in respect of the Obligations, and from the proceeds of the sale of the Bonds, together with the investment earnings on those proceeds and the accounts established in this Indenture. Neither the full faith and credit nor any general taxing power of the Authority, any of its Members, the 3 state of California nor any political subdivision thereof is pledged to nor liable on the Bonds. The validity of the Bonds is not dependent upon the completion of any or all of the improvements to be financed by the Obligations, nor is it dependent upon the acquisition of any Obligations. section 3. APPOINTMENT OF FISCAL AGENT. REGISTRAR AND TRANSFER AGENT. The Council hereby appoints Meridian Trust Company of California, a California trust company ("Fiscal Agent"), as fiscal agent, registrar and transfer agent for the Bonds in accordance with an agreement between the Authority and Fiscal Agent, to be entered into prior to the sale of the Bonds. The obligations of the Fiscal Agent hereunder may be performed by Meridian Trust Company, Reading, Pennsylvania, as Agent for the Fiscal Agent. The Agent has the power to act on the Fiscal Agent's behalf and subject to its direction in the payment, purchase, execution, registration, cancellation, and delivery of the Bonds. The Fiscal Agent may at any time terminate the agency of the Agent by giving written notice of such termination to the Agent and the Authority, and upon such termination the Fiscal Agent may appoint a successor thereto or shall assume all duties and obligations hereunder nominally theretofore performed by the Agent. The Authority shall be entitled to look directly to the Fiscal Agent as the principal responsible for the performance of the obligations hereunder that may be performed by the Agent. 4 section 3.1. SUCCESSOR FISCAL AGENT. The Fiscal Agent may at any time resign, which resignation shall become effective upon the appointment of a successor Fiscal Agent. Upon receiving'notice of such resignation the Authority shall promptly appoint a successor Fiscal Agent, except that if no successor Fiscal Agent shall have been appointed by the Authority within thirty (30) days of receiving such notice, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent. The Authority may at any time in its sole discretion remove the Fiscal Agent initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing. Upon any succession as Fiscal Agent, the predecessor shall deliver all cash, deposits, investments, bonds, the bond register and other records which are in its possession to the successor Fiscal Agent. section 3.2. COMPENSATION OF FISCAL AGENT. The Authority shall from time to time, upon request of the Fiscal Agent and subject to any agreement between the Authority and the Fiscal Agent then in force, pay the Fiscal Agent compensation for its services, reimburse the Fiscal Agent for all its advances and expenditures, including but not limited to advances to and fees and expenses of independent accountants, counsel and engineers or other experts employed by it in the exercise and performance of its rights and obligations hereuilder, and indemnify and save the Fiscal Agent harmless against liabilities, costs or claims either (a) not arising from its own gross negligence or willful default which it 5 may incur in the exercise and performance of its rights and obligations hereunder, or (b) arising out of breach by the Authority of any covenants, conditions or other obligations to be performed or observed by the Authority hereunder or the sale of any Bonds and the carrying out of any of the transactions contemplated by the Bonds or this ReSOlution, or (c) arising out of any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document utilized in connection with the sale of the Bonds. Section 3.3. LIMITATIONS ON RESPONSIBILITY OF FISCAL AGENT. The statements, agreements, conditions, covenants and terms contained herein or in the Bonds shall be taken as statements, agreements, conditions, covenants and terms of the Authority, and the Fiscal Agent does not assume any responsibility for the correctness of the same or for the observance or performance by the Authority of the same and does not make any representation as to the sufficiency or validity hereof or of the Bonds. The Fiscal Agent shall not incur any responsibility in respect hereof other than in connection with the rights and obligations assigned to or imposed upon it herein or in the Bonds, and as respects such rights and obligations shall not be liable in connection with the performance thereof except for its own gross negligence or willful default, but shall indemnify and save the Town harmless from 6 liabilities which do arise from such gross negligence or willful default. The Fiscal Agent shall have no responsibility to see to the deposit with the Fiscal Agent of amounts to be deposited therewith by others under this Indenture. The Fiscal Agent may conclusively rely on the written instructions, representations and calculations received by it from the Authority or from any officer of the Authority. In amplification and not in limitation thereof, the Authority and not the Fiscal Agent shall have responsibility for observation of the limitations upon and disposition of the various accounts established hereunder, including the computations of amounts to be transferred from or to the various accounts and the times at which such computations are made, and the Fiscal Agent shall be entitled to receive written instructions from the Authority with regard to such transfers and other matters; provided, however, that the Fiscal Agent shall pay maturing Bonds and interest without further instructions provided there are sufficient moneys in the Redemption Account therefor; the Fiscal Agent shall, without further instructions, make transfers from the Bond Call Fund of the Redemption Account to the Debt Service Fund thereof, in accordance with the last two sentences of Section 5.1 hereto. Section 3.4. PROTECTION OF FISCAL AGENT. The Fiscal Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, Bond or other paper or document believed by it to be genuine and to have been signed or 7 presented by the proper party or parties. The Fiscal Agent may consult with counsel, who may be counsel to ,the Authority or Bond Counsel, with regard to legal questions, and the opinion of such Counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance herewith. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Fiscal Agent was grossly negligent in ascertaining the pertinent facts. No provision of this Indenture shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Fiscal Agent shall not be accountable for the use or application by the Authority of the Bonds or the proceeds thereof. The Fiscal Agent, in its individual or any other capacity, may become the owner or pledgee of the Bonds and may otherwise deal with the Authority with the same rights it would have if it were not Fiscal Agent. The Fiscal Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may, in the absence of bad 8 faith on its part, accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. section 3.5. EVIDENCE OF MATTERS. Whenever, in the performance of its duties under this Indenture the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Fiscal Agent, be deemed to be conclusively proved or established by a certified resolution of the Authority, and such resolution shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable. section 3.6. BOOKS AND RECORDS. The Fiscal Agent will at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions made by the Fiscal Agent relating to the accounts provided for herein. The records shall be retained for six years following the last maturity of Bonds. section 4. FORM AND EXECUTION. Bonds shall be issued as fully registered Bonds. The Bonds shall be issued in denominations of $1,000 or integral multiples thereof with dates and maturities as set forth in this Indenture or as set forth in an approved 9 Contract of Purchase of the Bonds. The Bonds shall be signed by the Mayor and the Town Clerk of the Town of Tiburon, on behalf of the Authority. Both signatures may be reproduced on the Bonds by facsimile, but upon its registration or re-registration each Bond shall be authenticated by the manual signature of the registrar. No person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. No member of the Council shall be personally liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. The Fiscal Agent shall assign to all Bonds authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the Authority for inspection. section 5. ESTABLISHMENT OF SPECIAL ACCOUNTS. For administering the proceeds of the sale of Bonds, the acquisition of Obligations and for administering payment of issuance costs and interest and principal on the Bonds, and for administering purchase of, and receipt of principal and interest payments with respect to, the Obligations, there are hereby established two accounts to be known as the Acquisition Account and the Redemption Account. Both Accounts shall be held and maintained by the Fiscal Agent. All money held by the Fiscal Agent in any account or special fund established herein, unless otherwise specified, shall be invested by the Fiscal Agent, upon written instructions of the Authority, in Obligations, or in securities, bank deposits (including those of the Fiscal Agent), money market funds or other mutual funds or 10 other investments in which funds of the Authority may now or hereafter legally be invested as provided by the applicable law in effect at the time of such investment and in the Investment Contract as defined in section 5.1, and also any municipal obligations the interest on which, in the opinion of a nationally recognized bond counsel, is exempt from federal income taxation or excludable from gross income for federal income tax purposes under the Internal Revenue Code and which are rated in one of the highest two rating categories by either Moody's Investors Service or Standard & Poor's Corp. All investments must mature not later than the date on which it is estimated that such money will be required to be paid out. section 5.1. ACQUISITION ACCOUNT. Except as provided in this Indenture, proceeds of sale of the Bonds shall be deposited in the Acquisition Account and shall be subject to investment in the "Investment Contract" (as defined below) or held for the acquisition of the Obligations. Disbursements from the Acquisition Account, for the acquisition of Obligations, shall be made by the Fiscal Agent upon issuance and delivery of the Obligations. The Fiscal Agent shall disburse no funds from the Acquisition Account to acquire Obligations after January 31, 1993. The Fiscal Agent shall, on the date of issuance of the Bonds, invest any portion of the Acquisition Account, as specified herein, in an investment contract (the "Investment Contract") with an investment contract provider (the "Depository"), which must be approved by the Town Manager or the Finance Director prior to the 11 issuance and delivery of the Bonds. The Investment Contract shall be designed to provide maximum earnings on the funds invested therein consistent with the necessary safety and security of the funds to be invested and consistent with the expected purchase dates of the Obligations. The Investment Contract may, but need not, be provided by the Fiscal Agent. The Investment Contract shall provide for payment of all earnings in immediately available funds into the Debt Service Fund of the Redemption Account on each April 1 and October 1 through April 1, 1993. On February 1, 1993, all funds in the Acquisition Account (including the Investment Contract) are hereby designated for redeeming Bonds on April 1, 1993. The Fiscal Agent shall redeem as many Bonds as may be redeemed pursuant to sections 8.2 and 8.3 hereof. On April 1, 1993, immediately after the earnings are paid into the Debt Service Fund as required, above, the Investment Contract shall expire. All funds remaining subject to the Investment Contract shall on that date be transferred in immediately available funds to the Fiscal Agent for deposit in the Acquisition Account. Immediately thereafter, the Acquisition Account shall be closed, and all funds remaining in the Acquisition Account shall be transferred forthwith to the Bond Call Fund of the Redemption Account by the Fiscal Agent and shall be utilized for the redemption of Bonds in accordance with sections 8.2 and 8.3 of this Indenture. In the event the Investment Contract becomes terminable pursuant to its terms, the Authority hereby covenants to arrange for a substitute Investment Contract from an investment contract provider rated "A" or better 12 by Moody's Investors' Service or Standard & Poor's Corp. within thirty (30) days or to direct the Fiscal Agent to terminate the Investment Contract and transfer all proceeds thereof, within the thirty (30) days, in immediately available funds for deposit to the Bond Call Fund of the Redemption Account which shall be utilized in accordance with sections 8.1 and 8.3 of this Indenture to redeem Bonds. section 5.2. REDEMPTION ACCOUNT. The Redemption Account shall be held and maintained by the Fiscal Agent in trust for the owners of the Bonds, and is irrevocably pledged to pay principal and interest on the Bonds. The Redemption Account shall be divided between two funds, the Debt Service Fund and the Bond Call Fund. Deposits shall be made to the Redemption Account in accordance with Section 10.3, and in addition may be made from any lawful source. Payment of the Bonds at maturity and interest on the Bonds shall be made from the Debt Service Fund. Redemption of the Bonds prior to maturity shall be made from the Bond Call Fund. If funds are transferred from other accounts to the Redemption Account, such funds shall first be made available to the Debt Service Fund to cure any actual or anticipated delinquencies in payment of principal or interest on the Bonds. Any remainder shall then be transferred to the Bond Call Fund, and to the extent it may be used to call Bonds under the terms of this Indenture, it shall be so used at the next available call date. At any time prior to giving notice of redemption as set forth in Section 8.4, the Fiscal Agent may apply amounts on deposit in the Bond Call Fund to the purchase 13 of Bonds for cancellation at public or private sale, when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Debt Service Fund) as may be directed by the Authority. The Redemption Account shall be depleted at least once each year, except for a reasonable carry-over of not exceeding the greater of 1/12 of annual debt service on the Bonds or one year's interest earnings on the fund. Amounts deposited in the Redemption Account will be expended within 13 months of deposit. Transfers shall be made by the Fiscal Agent from the Bond Call Fund to the Debt Service Fund, if necessary, to comply with these depletion requirements. section 6. PAYMENT ON THE BONDS. Principal and interest on the Bonds shall be payable in lawful money of the United States. The principal on the Bonds shall be payable at the corporate trust office of Meridian Trust Company, Reading, Pennsylvania, Agent for Meridian Trust Company of california, San Francisco, California, the Fiscal Agent. All Bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such Bonds and shall be delivered to the Fiscal Agent when such payment or redemption is made. Interest shall be paid by check or draft mailed by first class mail to the registered owner of each Bond at the owner's address appearing on the register maintained by the registrar on the 15th day of the month next preceding the date of interest payment or maturity of each Bond (a "record date"), or at such other address as is furnished to the Fiscal Agent in writing by such owner, except that in the case of an owner of $1,000,000 or 14 more of principal amount of Bonds outstanding, payment will be made, at the owner's option, by wire transfer of immediately available funds according to instructions provided by such owner to the Fiscal Agent at least 15 days before such interest payment date. Interest shall be payable semi-annually on April 1 and October 1, beginning April 1, 1991, and each Bond shall bear interest from the interest payment date next preceding the date on which it is registered, unless such date of registration is after a record date and before the close of business on the next interest payment date, in which event it shall bear interest from that interest payment date, or unless the date of registration is prior to March 16, 1991, in which event interest will be payable from the date of the Bond. If, however, at the time of registration of any Bond, interest is in default, the Bond will bear interest from the interest payment date to which interest has previously been paid or made available for payment. Anything in this Indenture to the contrary notwithstanding, any monies held by the Fiscal Agent for the payment of principal or interest on the Bonds which remain unclaimed for four (4) years after the date when the payment shall have become due and payable shall, at the written request of the Authority, be repaid by the Fiscal Agent to the Authority and the Fiscal Agent shall thereupon be released and discharged with respect thereto. section 7. RE-REGISTRATION. Any Bond may be registered to a new owner by completing the assignment certificate on the reverse 15 of the Bond and delivering the Bond to the registrar. Upon re-registration, any Bond may be replaced by one or more Bonds of the same maturity and aggregate amount in denominations of $1,000 or any integral multiple thereof. The Fiscal Agent may require payment from the owner or the Authority of a sum sufficient to cover any tax or other governmental fee or charge that may be imposed with respect to such transfer or exchange before any such new Bond will be delivered. Neither the Authority nor the Fiscal Agent will be required to issue or register the transfer of any Bond during the period established by the Fiscal Agent for the selection of any Bonds for redemption, or to transfer any Bond so selected (except the unredeemed portion thereof) in whole or in part. The Authority and the Fiscal Agent will treat the owner of a Bond, as shown on the registration books kept by the Fiscal Agent, as the person exclusively entitled to payment of principal, premium, if any, and interest on the Bond and to the exercise of all other rights and powers of the owner, except that all interest payments will be made to the registered owner as of the record date next preceding any interest payment date. If any Bond is mutilated, lost, destroyed, or stolen, the Fiscal Agent will authenticate a new Bond or Bonds in replacement thereof in the same aggregate principal amount and of the same maturity. In the case of a lost, destroyed, or stolen Bond, the Fiscal Agent may require satisfactory indemnity prior to authenticating a new Bond. Any mutilated Bond must be surrendered. 16 The Fiscal Agent may charge the owners of the Bonds for their reasonable fees and expenses incurred in connection with replacing mutilated, lost, destroyed, or stolen Bonds. section 8. REDEMPTION. section 8.1. MANDATORY REDEMPTION OF THE BONDS FROM PRINCIPAL REPAYMENTS. The Bonds are subject to mandatory redemption, in whole or in part on any date, in increments of $1,000, to the extent of and from any amount received by the Authority which represents a payment of principal on any Obligations whether from insurance or condemnation proceeds, redemptions or maturing principal of Obligations, other mandatory redemptions relating to the Obligations, optional redemptions of the Obligations including from construction surplus, or otherwise, at a redemption price equal to the principal amount thereof, without premium (unless the Authority has received a premium in connection with the redemption of Obligations, in which case such redemption of Bonds shall include such premium), plus interest accrued to the redemption date. Bonds in a principal amount equal to the amount by which the principal amount of Bonds outstanding exceeds the principal amount of Obligations outstanding are also subject to mandatory redemption if the Investment Contract is terminated prior to its scheduled expiration, and no substitute Investment Contract is secured within 30 days, at a redemption price equal to the principal amount thereof, without premium, plus interest through only the 17 termination of the Investment Contract, which date may be earlier than the actual redemption date. The Term Bonds due October 1, 2001 are subject to redemption on October 1 in each year on or after October 1, 1991, after payment of all maturing serial Bonds, by lot, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the date of redemption, without premium. The Term Bonds due October 1, 2010 are subject to redemption on October 1 in each year after payment of all maturing serial Bonds, upon or after the retirement of all of the Term Bonds due October 1, 2001, by lot, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the date of redemption, without premium. The Term Bonds due October 1, 2015 are subject to redemption on October 1 in each year after payment of all maturing Serial Bonds, upon or after the retirement of all of the Term Bonds due October 1, 2010, by lot, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the date of redemption, without premium. It is expected that each of the Obligation issues will have mandatory sinking fund repayments scheduled in such a fashion that the overall debt service payment schedule for each of the Obligation issues will reflect approximately equal annual debt service payments, although the terms of the Obligations may be shorter than the term of the Bonds. 18 section 8.2. MANDATORY REDEMPTION WITH SURPLUS FUNDS. The Bonds are subject to mandatory redemption without premium on April 1, 1993 from funds transferred to the Bond Call Fund of the Redemption Account from the Acquisition Account as described in section 5.1 of this Indenture. section 8.3. REDEMPTION PROCEDURE. Notice of call and redemption prior to maturity shall be given by publication and mail as described below not less than 30 nor more than 60 days prior to the date fixed for redemption except in the case of a redemption where interest has already ceased to accrue (see section 8.1), when notice shall be given not more than ten (10) days prior to the date fixed for redemption and not more than ten (10) days after the termination of the Investment Contract. If less than all of the Bonds outstanding are to be redeemed at anyone time, the Bonds shall be selected for redemption at the discretion of the Authority as to maturity, in such a way as to retain, to the greatest extent possible, a matching of receipts from the Obligations with payments to be made on the Bonds. If less than all of the outstanding Bonds of anyone maturity are to be redeemed at anyone time, Bonds or portions thereof in integral multiples of $1,000 to be redeemed shall be determined by lot. Each notice of redemption shall state the date of such notice, the Bonds to be redeemed, the date of issue of such Bonds, the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses of the Fiscal Agent), the CUSIP number (if any) of the maturity or 19 maturities, and if less than all of any such maturity, the numbers of the Bonds of such maturity to be redeemed, and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed, and shall give notice that further interest on such Bonds or the portions thereof redeemed will not accrue from and after the redemption date or such earlier date as may permitted by this Indenture and shall require that such Bonds be surrendered at the address or addresses of the Fiscal Agent so designated. The notice shall also state that upon presentation of a Bond to be redeemed in part there will be issued, in lieu of the unredeemed portion of principal, a new Bond or Bonds of the same maturity date of authorized denominations equal in aggregate principal amount to the unredeemed portion. The notice shall be mailed by first class mail to each registered owner at the address appearing on the books of the Fiscal Agent. The actual receipt of the notice of redemption shall not be a condition precedent to such redemption, and failure of a bondholder to receive the notice shall not affect the sufficiency or validity of the proceedings for the redemption of the Bonds, or the cessation of interest on the redemption date. Neither the Authority nor the Fiscal Agent shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for 20 convenience of reference and that neither the Authority nor the Fiscal Agent shall be liable for any inaccuracy in such numbers. section 9. THE BONDS. The Council hereby provides for the issuance of the Bonds in the amount of $7,948,000.00. These Bonds shall be dated as of May 22, 1990 and the first interest payment date shall be April 1, 1991. The Bonds shall mature and shall bear interest at the rates as shown on the maturity schedule attached hereto as Exhibit B or attached to the Contract of Purchase of the Bonds. The maximum rate of interest shall not exceed twelve percent (12%) per annum. The proceeds of these Bonds are expected to be expended within two (2) years of the purchase of any Obligations for the governmental purpose of the Obligations, and in any case within three (3) years. Section 9.1. FORM OF BONDS. The Bonds shall be issued substantially in the form set forth as Exhibit C to this Indenture, the terms of which are incorporated herein by this reference, with necessary or appropriate variations as are permitted by this Indenture or any supplemental indenture. section 9.2. APPLICATION OF PROCEEDS OF THE BONDS. The proceeds from the sale of the Bonds in the amount of $7,948,000.00 shall be deposited with the Fiscal Agent. The proceeds are to be placed in the Acquisition Account and applied as follows: (1) the amount of $5,628,000.00 is to be invested in Repurchase Agreements, collateralized by U. S. Treasury securities, maturing on or about June 1, 1990 in order to purchase Obligations on that date; and 21 (2) the remainder of the proceeds, $2,320,000.00, is to be invested in the Investment Contract. section 9.3. ARBITRAGE ELECTIONS. This Council does not elect, under ~148(f) (4) (B) (iv) (V) of the United states Internal Revenue Code, to pay the penalty provided therein in lieu of rebate in respect of the Bonds. Section 10. COVENANTS. So long as any of the Bonds are outstanding and unpaid, the Authority covenants to faithfully perform and abide by all of the covenants and provisions of this Indenture, including the following covenants for the benefit of the owners of the Bonds: Section 10.1. ARBITRAGE. During the term of the Bonds, the Authority will make no use of Bond proceeds which, if such use had been reasonably expected at the date the Bonds are issued, could have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the United States Internal Revenue Code of 1986, and regulations of the Internal Revenue Service adopted thereunder. By October 1, 1994, and by October 1 every five years thereafter, and within sixty (60) days after the final payment on the Bonds, or at such other times as may be permitted or required by the United states Internal Revenue Code and regulations issued thereunder, the Authority shall determine whether any portion of the savings on any account are rebatable to the United States as arbitrage and shall timely pay such rebate to the United States. The Authority is authorized to retain independent attorneys, accountants and other consultants to assist in complying with 22 federal requirements and the fees of such consultants shall be paid by the Town of Tiburon. The Fiscal Agent will keep complete records of all earnings, and will maintain those records for at least six years following the last maturity of Bonds. Section 10.2. MAINTENANCE OF TAX EXEMPTION. The Authority will take all reasonable actions required to maintain the status of the Bonds as Bonds on which the interest is not includable in the gross income of the owner of the Bonds for federal income tax purposes and exempt from state of California personal income taxes. section 10.3. OBLIGATIONS. The Authority will purchase no Obligations except those listed in, or meeting the criteria set forth in, Exhibit A. Payments received in respect of Obligations shall be allocated, as received, first to the Redemption Account to the extent of current debt service requirements, then to cure any existing delinquencies in payment of principal or interest on the Bonds, and then to the Bond Call Fund of the Redemption Account. Prior to or concurrently with the issuance and delivery of any Obligations, there shall have been filed with the Fiscal Agent the purchase agreement for the Obligations, a letter from the Authority to the Fiscal Agent specifying the monies to be released into specified accounts established in respect of the Obligations, the resolution authorizing the issuance of the Obligations, and any other documents relating to the issuance and purchase of the Obligations, together with: (a) An opinion of Bond Counsel for the Obligations which (i) states that the TRA or the Town, as the case may be, has duly and 23 validly authorized all the acts to be undertaken by it in connection with the issuance of the Obligations and the execution and delivery of the purchase agreement relating thereto, that the Obligations and the purchase agreement and the related issuance documents are valid and binding obligations of the TRA or the Town, as the case may be, enforceable in accordance with their respective terms (subject to customary bankruptcy, equitable remedy and other exceptions), and that the purposes for which the proceeds from the sale of the Obligations are to be applied by the issuer thereof are permitted under the Act; and (ii) contains such other opinions and addresses such other matters as are commonly provided by bond counsel in connection with bonds similar to the type of the Obligations and as may be reasonably required by the Authority; (b) An opinion of Bond Counsel for the Authority to the effect that the acquisition of the Obligations is authorized under the Act, that such acquisition will not cause interest on the Bonds to become included in gross income for purposes of federal income taxation, and that the requirements of this Indenture with respect to the delivery of closing documents have been met; ~ (c) A written certificate of the TRA or the Town, as the case may be, stating that the requirements of the California Environmental Quality Act of 1970, constituting Division 13 of the California Public Resources Code have been satisfied with respect to the Obligations and the improvements to be financed with the proceeds of the Obligations; and 24 (d) In the case of Mello-Roos bonds, a certificate from an independent financial consultant stating that (i) the maximum special tax applicable to any finally developed parcel within the subject community facilities district may not increase at a rate greater than two percent (2%) per year, and (ii) assuming the timely payment of the full amount of special taxes required thereunder, the rate and method of apportionment of special tax applicable to the Obligations will provide sufficient revenues to pay debt service with respect thereto regardless of the status of development of property within the applicable community facilities district; provided that the independent financial consultant may exclude from its certificate any conclusion with respect to the sufficiency of special tax revenues in the event any or all of the property subject to the special tax is acquired by public agencies. section 10.4. JUDICIAL FORECLOSURE. The Authority will require of the issuers of the Obligations that those issuers review the public records of Marin County in connection with the collection of assessment installments or special taxes not later than July 1 of each year to determine the amount of such assessments and special taxes collected in the prior fiscal year. The Authority will further require that not later than the succeeding October 1, the issuers of the Obligations will institute civil actions in Superior Court to foreclose the lien of assessment or special tax on all properties delinquent for at least two years, if the sum of uncured delinquencies exceeds five percent (5%) of the assessment installments or special taxes posted to the tax roll 25 for the preceding fiscal year, or if the amount in the Reserve Account for such Obligation is less than the Reserve Requirement for such Obligation, and thereafter will vigorously prosecute the same to completion. In addition, the Authority will require that if at any time the issuer of an Obligation finds in its review that any property is delinquent in the amount of $5,000 or more (inClUding penalties and interest) it will, in like manner, pursue foreclosure. All of the foregoing notwithstanding, the issuer of an Obligation may, in any particular case, elect to advance the amount of any delinquency (excluding penalties and interest) to the Redemption Account. In that event the issuer of an Obligation need not initiate the foreclosure action. In such a case, the issuer of an Obligation may reimburse itself, when the delinquency is cured, for its advance plus interest and penalties accruing to the delinquency advanced against. Section 10.5. ADDITIONAL BONDS. The Authority will issue no additional bonds secured by payments in respect of the Obligations. Provided, that nothing contained herein shall limit the issuance of any bonds of the Authority payable from payments in respect of the Obligations if after the issuance and delivery of such bonds none of the Bonds theretofore issued hereunder will be outstanding. Defeased Bonds, or Bonds in exchange for or in lieu of which other bonds have been delivered, shall not be considered outstanding. Section 10.6. BOOKS AND RECORDS. The Authority, the Fiscal Agent and the Depository will at all times keep, or cause to be 26 kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions, made by the Authority, the Fiscal Agent or the Depository respectively, relating to the acquisition of the Obligations, payments received in respect of the Obligations, the Investment Contract and the accounts provided for herein. The books and accounts of the Authority shall at all times during business hours be subject to the inspection of any owner of the Bonds (or representative authorized in writing) and of any investment banker, security dealer or other person interested in the Bonds. section 10.7. PRESERVATION OF SECURITY. The Authority will preserve and protect the security of the Bonds and the rights of the owners of the Bonds and defend their rights against all claims and demands of all persons. without limiting the generality of the foregoing, this includes defending, as necessary, against any challenge to the validity of the proceedings, the Act, the Bonds (including any contention by any agency of the United states or the State of California that the interest paid on the Bonds is includable in the gross income of the recipient), or the application of payments in respect of the Obligations to debt service on the Bonds; and requiring, by legal action if necessary, the performance of proper duties with respect to the Obligations by any governmental officer. section 10.8. PUNCTUAL PAYMENT AND PERFORMANCE. The Authority will punctually pay the interest on and principal of and 27 redemption premium, if any, to become due on every Bond issued under this Indenture in strict conformity with the terms of the Act, this Indenture, and the Bonds, and will faithfully observe and perform all agreements, conditions, covenants and terms contained herein and in the Bonds required to be observed and performed by it. Section 10.9. FURTHER ASSURANCES. The Authority will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention of this Indenture or to facilitate the performance hereof and for the better assuring and confirming unto the owners of the Bonds of the rights and benefits provided herein. Section 10.10. NO FURTHER ENCUMBRANCES. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the payments in respect of the Obligations and the other assets pledged or assigned under this Indenture while any of the Bonds are outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Act, and reserves the right to issue obligations for such purposes. Section 10.11. POWER TO ISSUE BONDS AND MAKE PLEDGE AND ASSIGNMENT. The Authority represents that (i) it is duly authorized pursuant to law to issue the Bonds and to pledge and 28 assign the Obligation revenues, the Obligations themselves, and the other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent herein provided, and (ii) the Bonds and the provisions of this Indenture are and will be legal, valid and binding special obligations of the Authority in accordance with their terms. section 10.12. COLLECTION OF REVENUES. The Authority shall collect and cause to be paid to the Fiscal Agent all revenues in respect of the Obligations promptly as such revenues become due and payable, and shall vigorously enforce and cause to be enforced all rights of the Authority under and with respect to the Obligations. If reasonably necessary to meet a payment obligation, the Fiscal Agent may request payments from the Authority in immediately available funds. Section 10.13. REGARDING OBLIGATIONS. The Authority shall not sell or otherwise dispose of any Obligations, or any interest therein. Nor will the Authority agree to any amendments to the terms of any Obligations that would impair the Authority's ability to make timely payments of principal and interest on the Bonds. Section 10.14. NO EXTENSION OF PAYMENT OF BONDS. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of interest on the Bonds by means of the purchase of Bonds or by any other arrangement. 29 Section 11. REMEDIES OF OWNERS OF THE BONDS. Any owner of the Bonds shall have the right for the equal benefit and protection of all owners of the Bonds similarly situated -- (a) by mandamus or other suit or proceeding at law or in equity to enforce their rights against the Authority or the Council or any of the officers or employees of the Authority, and to compel the Authority or the Councilor any such officers or employees to perform and carry out their duties under the Act and the agreements and covenants with the owners of the Bonds contained in this Indenture, and in the Bonds; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the owners of the Bonds; and (c) by suit in equity upon the nonpayment of the Bonds to require the Authority or the Councilor the officers and employees of the Authority to account as the trustee of an express trust. Section 11.1. NON-WAIVER. Nothing in this Section 11 or in any other provision in this Indenture, any supplemental indenture or the Bonds shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of and redemption premiums, if any, on the Bonds to the respective holders of the Bonds at the respective dates of maturity or upon redemption prior to maturity as provided herein from payments in respect of the Obligations as provided herein, or shall affect or impair the right of such owners of the Bonds, which is also absolute and unconditional, to institute suit to enforce 30 such payment by virtue of the contract embodied in this Indenture and the Bonds. section 11.2. REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon or reserved to the owners of the Bonds is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law or otherwise. Section 12. DEFEASANCE. If an escrow agent designated by the Authority (the "Escrow Agent") shall hold sufficient monies, or Government-obligations (defined below), the principal of and the interest on which when due and payable will provide sufficient monies to pay the principal, interest and the redemption premium, if any, upon all Bonds then outstanding to the maturity date or dates specified for the redemption thereof, and if in the event any Bonds are to be called for redemption irrevocable instructions to call the Bonds for redemption shall have been given by the Authority to the Escrow Agent, and sufficient funds shall also have been provided or provision made for paying all other obligations as to the Bonds payable hereunder by the Authority, then the Bonds provided for hereunder shall be deemed to be defeased and no longer outstanding; and the rights of the owners of the Bonds to the covenants contained herein (except Sections 10.1 and 10.2) and to all monies, accounts, payments in respect of the Obligations or 31 security for payment of the Bonds, other than the monies and Government-Obligations held by the Escrow Agent on their behalf, shall terminate. In the event of defeasance, the Escrow Agent shall, within thirty (30) days thereof, mail notice to all owners of record of the Bonds so defeased setting forth (a) the date or dates, if any, designated for the redemption of the Bonds, (b) a description of the monies and Government-Obligations so held by it, and (c) that the rights of the owners of the Bonds and the Escrow Agent in the accounts pledged to the payment of the Bonds so defeased has terminated. The Escrow Agent shall retain such rights, powers and privileges under this Indenture as may be necessary and convenient in respect of the defeased Bonds for the payment of the principal, interest and any premium for which the monies and Government- Obligations have been deposited. All monies and Government-Obligations held by the Escrow Agent pursuant to this Section shall be held in trust and applied to the payment, when due, of the defeased Bonds payable therewith. "Government-obligations" shall mean (a) non-callable direct obligations of the United States (including obligations issued or held in book-entry term on the books of the Department of the Treasury of the United States) or obligations the payment of the principal and interest on which is guaranteed by the United States, (b) obligations of state or local government municipal bond issuers, provision for the payment of the principal of and interest 32 on which shall have been made by deposit with a trustee or escrow agent of Government-Obligations described in (a) above, the maturing principal of and interest on which, when due and payable, shall provide sufficient money to pay the principal of, premium, if any, and interest on such obligations of state or local government municipal bond issuers, provided that such obligations shall be rated in the highest rating category of any nationally recognized debt-rating agency or bureau which may be acceptable to the Authority and the Escrow Agent (which shall be under no liability by reason of such approval) and the trust or escrow instructions for which cannot be amended to provide for redemption of such obligations prior to the date set forth in the trust or escrow agreement governing such deposit, and (c) certificates which evidence ownership of the right to the payment of the principal of and interest on obligations described in clause (a), provided that such obligations are held in custody of a bank or trust company which is a member of the Federal Deposit Insurance Corporation and which has combined capital surplus and undivided profits of not less than $20,000,000 in a special account separate from the general assets of such custodian, and which is acceptable to the Escrow Agent. section 13. AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE. This Indenture and the rights and obligations of the Authority and of the holders of the Bonds may be amended or supplemented at any time by a supplemental indenture which shall become binding when the written consents of the owners of at least 60% in aggregate 33 principal amount of the Bonds then outstanding (other than Bonds held by or for the account of the Authority) are filed with the Authority. No such amendment or supplement shall (i) extend the maturity of or reduce the interest rate on or otherwise alter or impair the obligation of the Authority to pay the interest on or the principal of or redemption premium, if any, on any Bond at the time and place and at the rate and in the currency and from the funds provided in this Indenture without the express written consent of the owner of such Bond, or (ii) permit the issuance by the Authority of any obligations payable from payments received in respect of the Obligations other than as provided in this Indenture, or (iii) jeopardize the ability of the Authority to collect payments in respect of the Obligations, or (iv) reduce the percentage of Bonds required for the written consent to any such amendment or supplement, or (v) modify any rights or obligations of the Fiscal Agent or the Escrow Agent without its prior written assent. This Indenture and the rights and obligations of the Authority and of the owners of the Bonds may also be amended or supplemented at any time by a supplemental indenture which shall become binding upon adoption without the prior written consent of any owners, but only to the extent permitted by law and only for anyone or more of the following purposes: (a) to add to 'the covenants required to be performed by the Authority which shall not adversely affect the interests of the owners of the Bonds; or 34 (b) to cure any ambiguity or correct or supplement any defective provision contained in this Indenture or to add any provision which the Authority may deem desirable or necessary and which shall not adversely affect the interests of the owners of the Bonds. Section 14. SEVERABILITY. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected. Dated: May 22, 1990 ::WN~~/ Robert L. Kleinert, Town Manager (TOWN SEAL) MERIDIAN TRUST COMPANY OF CALIFORNIA, a California trust company /(;j}..c~\ /1,'1 By /'111 ://)11/lr/l/' 35 EXHIBIT A General Reauirements for All Obliaations: 1. The reserve account requirements applicable to each issue of Obligations shall be not less than the smaller of (i) three percent (3%) of the principal amount of the Obligations, or (ii) one-half of the maximum annual debt service with respect to the Obligations. 2. Obligations may be subject to redemption from prepayments of assessments or prepayments of special tax obligations, as the case may be, or from construction surplus with respect to the projects financed by the Obligations, on any Obligation interest payment date at a redemption price equal to the principal amount thereof to be redeemed plus a premium, for at least five (5) years from the date of the Bonds, of not less than three percent (3%) of such principal amount together with accrued interest thereon to the redemption date. Obligations may also be subject to optional redemption, in any such case on an Obligation interest payment date, provided that the issuer covenants, in connection therewith, not to redeem such Obligations prior to the expiration of eight (8) years from the date of the Bonds except from prepaid assessments or prepaid special tax obligations or from construction surplus with respect to the projects financed by the Obligations. Obligations shall be those issued by: The Town of Tiburon in respect of: via Capistrano Assessment District Hillhaven utility Undergrounding Assessment District Old Tiburon utility Undergrounding Assessment District Point Tiburon Community Facilities District Refunding The Town of Tiburon or any other governmental agency which, by agreement of all the parties, becomes a Member of the Authority, in respect of: 36 Any assessment district or community facilities district in which at least 75% of the land area of the property subject to assessment or special tax in any such district is comprised of parcels that contain completed residential, commercial or industrial structures and in which all of such property and improvements are assessed, for ad valorem property tax purposes, at a level which is at least five times the amount of all governmental liens and proportionate share of special tax debt to which the property would be subject after issuance of such Obligations. Community facilities district bonds must have their first interest payment date in the calendar year prior to March 16, and the second interest payment date and the principal payment date must be after June 30 and before September 16. 37 MATURITY SCHEDULE M<ltunty 10/1/1991 10/1/1992 10/1/1993 10/1/1994 10/1/1995 10/1/1996 10/1/1997 10/1/1998 10/1/1999 lO/l/2OJO Interest ~ 6.60% 6.75 7.00 7.10 7.20 7.30 7.40 7.50 7.50 7.50 Principa 1 138.000 280.000 300.000 315.000 335.000 360.000 385.000 415,000 445.000 475.000 YIeld to Maturity 1 009~ 100 100 100 100 100 100 100 100 100 $1.025.000 7.7mfJTennBonds due October 1. 2001- P.dce 1000;& $1.765.000 7.9a>iO Term Bonds due October 1. 2010 - Price 1000;6 . $1,710,000 7.900& Term Bonds due October 1. 2015 - Price lOOOk EXHIBIT B Apprax.. Price 100% 100 100 100 100 100 100 100 100 100 '~ en w -> c !::I- z =a:~ 0 m OO~ ~ en Lf J: f2 ;,) 0 a:ct 0 I-::i w-z :EZ- a:: cta:a: cb O:J~ Oct LL.~:E ~ ::::ic::C>= O...JLL. a:: cncto <C wO m~~ ~LL.~ :E ~OZ <C :JZ5 cnw~ c~o 6 w~o 0') c..-U !::C/) 0') ZOZ Z ~ ~ en Za: w a:: o c::C ~ w ~Z:E en :J- mLL - I- I a: w m :E :;:) Z Q. Ci5 :;:) o WO Q) ~~ c .. c~ ~~ m:E '1fil ~~~~ w ~ c > to- a: :;:) ~ :E w ~ a: .... Q)'C .oQ) 0'" ~~ 00. ED!!' ,!!! 1l =0 ~~ ::l::l ~~ "'- "'0 r.c c-~ e~ ::lQ) .or. i=:: -0 0_ ~m ~.l!l Q)I!! r.o :;;~ "'''' 2~ =~ .~~ ~~ -'" >-'" >- !::: a: o J: I- :::::> <( ~ 2 o 2 <(r: 25 -.0 U-i-: (/)'0 We: -~ !:::t2 ...J ") O~ Lt.~ () ::::i ID :::::> a.. 2 o a: :::::> ID ~ ai ::; 'E Q) -0 e: ~~ ~ t( g <i~ ~ -g .E~ _ e: ~ ,~ ffig iilJ.. a:: e: >,0 l/) c ~ ~o<1l ~ ,!: !i ~ z~o~ o ~ OE ~ ~ ;8 2 -:; ~ 1ii I- ,- a:: :s ~ -g I-F ~:g ~; ~ ~ ~:g lL -0 W.!! SERIES 1990-A MARKS-ROOS BOND TIBURON PUBLIC FACiliTIES FINANCING AUTHORITY MARIN COUNTY, CALIFORNIA AnOITIONAL PROVISIONS OF THE BOND ~ :t~ ~d ~ ,11' W a: ::> !;;; z C) (j) o W N a: o :I: I- ~ ~ ;...a ~. --,;.. i,J ~' , ~-~ SERIES 1990-A MARKS-ROOS BOND TIBURON PUBLIC FACiliTIES FINANCING AUTHORITY MARIN COUNTY, CALIFORNIA ADDITIONAL PROVISIONS OF THE BOND The Bonds are sub/ectto mandatory redemption, In whole or In part on any date, In Increments 01 $1,000, to the extent of and Irom any amount received by the Authority ~~i;~t~~~~e;~~~~:r Prr~~e~ ~~~fa~~; i pc:rl ~~~~ :~~~ :?~~I~~~J::~ :,11~e~de~~rl~~So~~ maturing principal 01 Obligations. other mandatory redemptions relating to the Obligations, optional redemptions 01 the Obligations Including from construction surplus, or otherwise. at a redemption price equal to the principal amount thereof, without premium (unless the Authority has received a premium In connection with the redemption of Obligations, In which case such redemption of Bonds shall Include such premiuml, plus Interest accrued to the redemption date. Bonds In a principal amount equal to the amount by which the principal amount ~~s~O;ud~~c~t~~a~~ ~nJar~~:~:Je~~~~i~r; ~~~ ~~~~~~~~p ~~~~r~~r ra~uJ::rnne~ 7~ ~~: Bond Indenture) Is terminated prior to Its scheduled expiration, and no substitute Inve'.ltment Contract Is secured within the time required, at a redemption price equal to the principal amount thereof, without premium, plus Interest through only the termination of the Investment Contract, which date may be earlier than the actual redemption date, The Term Bonds due October 1,2001 are sublectto redemption on October 1 In each year on or after October 1, 1991, after payment of all maturing Serial Bonds, by lot, al a redemption price equal to the principal amount to be redeemed, together with accrued Interest thereon to lhe date 01 redemption, without premium, The Term Bonds due October 1, 2010 are sublectto redemption on October 1 In each year aller payment of all maturing Serial Bonds, upon or after the retirement 01 alt of the Term Bonds due October 1,2001, by lot, at a redemption price equal to the principal amount to be redeemed, together with accrued Interest thereon to the date of redemption, without premium. The Term Bonds due October 1, 2015 are sublect to redemption on October 1 In each year aller payment of all maturing Serial Bonds, upon or aller the retirement of all of the Term Bonds due October 1, 2010, by lot, at a redemption price equal to the principal amount to be redeemed, together with accrued Interest thereon to the date of redemption, without premium, The Bonds are sublect 10 mandatory redemption without premium on April 1, 1993 from funds not used to acquire Obligations by January 31, 1993, If less than all 01 the Bonds outstanding are 10 be redeemed at anyone time from prepayments of the Obligations, the Bonds shall be selected for redemption at the discretion of the Town as to maturity, In such a way as to retain, to the greatest extent possible, a matching of receipts Irom the Obligations with payments to be made on the Bonds, If less than all of the outstanding Bonds of anyone maturity ~~e$\~O~ rt~d~:~:~e:~;J ~~:lttl:ed:~~~~~:J~~tlI6~~ thereof In Integral multiples Notice of call and redemption prior to maturity shall be given. as provided In the Bond Indenture. by publication not less than 30 nor more than 60 days prior to the date IIxed for redemption, and by mailed notice by first class mall to the registered owner within the same time period, Any funds for the payment hereof shall be limited to the Investment earnings on the proceeds of these Bonds together with payments received by the Authority In respect of the Obligations acquired by the Authority with the proceeds of these Bonds, The Authority may accept funds from any other sources for payment of the Bonds, as may be permllted by law, The Bonds do not conslllute obligations of the Authority or the Town of Tiburon or the Tiburon Redevelopment Agency for which the Authority or the Town of Tiburon or the Tlburon Red'3velopment Agency Is obligated to levy or pledge, or has levied or pledged, general or special revenues of any kind other than as described hereinabove, PROVISIONS FOR REGISTRATION This Bond shall be registered in the name of the owner hereof as to bolh principal and Interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent In books kept by it for this purpose and authenticated by lis manual signature upon the cerliflcate of authentication and registration endorsed hereon, No transfer hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof and Interest hereon shall be payable only to the registered owner or to such owner's order, LEGAL OPINION I hereby cerlify that the following Is a full and correct copy of the signed legal opinion of STURGIS, NESS, BRUNSELL & SPERRY a prolessional corporalion, Emeryvllle, California, on file In my office, Law Offices of STURGIS, NESS, BRUNSELL & SPERRY a professional corporalion 2000 Powell Street, Suite 1690 Emeryvllle, California 94608-1804 OPINION OF BOND COUNSEL SERIES 1990-A MARKS-ROOS BONDS TIBURON PUBLIC FACILITIES FINANCING AUTHORITY MARIN COUNTY, CALIFORNIA ' EUGENE K, STURGIS ( 1892,'976) EDWIN N, NESS ROBERT BRUNSELL SAMUEL A, SPERRY DANIEL C, BaRT PHILIP 0, ASSAF J=N~W~ (415) 652,7588 FAX: (415) 652,0190 MAIL ADDRESS' POST OFFICE Box 8808 EMERYVILLE, CA 94662 We have acted as bond counsel to the Tiburon Public Facilities Flnanclnq Authority (the "Authorlly') for the Issuance of lis Series 1990,A Marks-Roos Bonds, Tiburon Public Facilities Financlnll Authorlly, Marin County, California (the "Bonds"), We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion, We have not Independently verified questions of lact but have relied on the certifications of publiC officials, Based on our examination, we are of the following opinion: 1. The Aulhorlly Is validly formed and operaling as a California Joint powers agency and was, and Is, authorized to conduct proceedings under the Marks.Roos Local Bond Pooling Act of the State of California (the "Acl') to Issue the Bonds, 2, The Bonds, secured by the Investment earnings on the proceeds of these Bonds together with payments received by the Authority In respect of certain bonds of the Town of Tlburon or other members of the Authority (the "Obligations") acquired by the Authorlly with the proceeds of the Bonds, were validly Issued under lhe provisions of the Act. The Bonds are enforceable In accordance wllh the Indenture of the Town Council of the Town of Tiburon approved by its Resolution No, 2701 (the "Bond Indenture'). 3, Inlerest on the Bonds Is not Includable In the gross Income of the bondholder for purposes of federal Income taxes under existing statutes, regulalions and court decisions. Interest on the Bonds is not a preference item for federal Individual or corporate alternative minimum taxes, but Is Included In adjusted net book income and adjusted current earnings when calculating corporate alternative minimum taxable Income, Inlerest on the Bonds Is exempt from State of California personal Income taxes, The federal tax- exempt status of Bond Interest depends upon continuing compliance by the Issuer with the arbitrage covenant contained In the Indenture, 4, The rights of the bondholders and the enforceability of the Bonds may be SUbject to bankruptcy, Insolvency, reorganization, moratorium and other similar law,...ffectlng creditors' rights, heretofore or hereafter enacted, Enforcement of the Bonds may be sUbJect to the exercise of judicial discretion In accordance with general principles o'-eQul~. STURGIS, NESS, BRUNSELL & SPEBR'( a professional corporalion ~ ..... ,......... , For value received ASSIGNMENT By: Daniel C, Bort - ... ... ~ .. ... ---------- the undersigned doles) hereby sell, assign and transfer unto ~ 'OENn"C'''ON NU"BER OF ASSlGN~ (Name and Address 01 Assignee) the within registered Bond and hereby Irrevocably constitute(s) and appolnt(s) a Horney, to transler the same on the Bond register with lull power of subslitutlon In the premises, Dated: Signature Guaranteed: ~I~I!~ ~~~~~~'_~s!.m_u~~~_~~~;'~,n~~~ ~~ ~..~~~~~~t!~~ of the New Vork By _______ __~____~__~_______.____ ~~~~~~!t~~p~~~.n~~u~~ ~~ ~~~S:;:I,~:~~le~:t ~~;!,7tO~~~~~~~~ ~l.r~~!~~~a~.e~~}~~s.~~l~t~;"~~ ~~."~~"O!r the